UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

S QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2008~~2009

£ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-52880

~~HARBORSIDE~~IMPALA ~~VENTURES,~~MINERAL ~~INC~~EXPLORATION CORP.

(Exact name of small business issuer as specified in its charter)

Nevada		98-0549550
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3675 East First Avenue, Suite 201 Burnaby, British Columbia, Canada		V5C 3V8
520-470 Granville Street Vancouver, British Columbia, Canada		V6C 1V6
(Address of principal executive offices)		(Zip Code)
(604) 299-7277
(604) 689-7178
Issuer's telephone number

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company)	Smaller reporting company S

~~Indicat~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes S No £

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 774,~~406~~310,~~001~~010 shares of common stock as of May 1622, ~~2008~~2009.

~~HARBORSIDE~~IMPALA ~~VENTURES,~~MINERAL ~~INC~~EXPLORATION CORP. Quarterly Report On Form 10-Q For The Quarterly Period Ended March 31, ~~2008~~2009

INDEX

PART I - FINANCIAL INFORMATION			3
	Item 1.	Financial Statements	3
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	510
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1015
	Item 4.	Controls and Procedures	1015
PART II - OTHER INFORMATION			1015
	Item 1.	Legal Proceedings	1015
	Item 1A.	Risk Factors	1015
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1415
	Item 3.	Defaults Upon Senior Securities	1516
	Item 4.	Submission of Matters to a Vote of Securities Holders	1516
	Item 5.	Other Information	1516
	Item 6.	Exhibits	1516

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of copper, availability of funds, government regulations, permitting, common share prices, operating costs, capital costs, outcomes of ore reserve development, recoveries and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-~~KSB~~K for the year ended December 31, ~~2007~~2008, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC"). These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim financial statements of ~~Harborside~~Impala ~~Ventures,~~Mineral ~~Inc~~Exploration Corp.(sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:

	Page
Balance Sheets	4
Statements of Operations	5
Statements of Cash Flows	6
Notes to Financial Statements	7
Notes to the Financial Statements	7

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~~HARBORSIDE~~IMPALA ~~VENTURES~~MINERAL EXPLORATION CORP. (Formerly Harborside Ventures, ~~INC~~Inc.)
(An Exploration Stage Company)
BALANCE SHEETS

	March 31,	December 31,
	2008	2007
	2009	2008
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$~~2,103~~ -	$~~8,106~~ -
	$2,103	$8,106
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$38,163	$ 48,679
Bank overdraft	$ 216	$ 82
Accrued liabilities	17,073	4,341
Accounts payable and accrued liabilities	81,173	90,342
Loan payable (Note 4)	19,566	-
Loans payable (Note 2)	34,249	19,815
Due to related party (Note 6)	847	847
Due to related party (Note 4)	5,201	5,278
	75,649	53,867
	$ 120,839	$ 115,517
NATURE AND CONTINUANCE OF OPERATIONS (Note 1)
CONTINUANCE OF OPERATIONS (Note 1)
STOCKHOLDERS' DEFICIT
Capital stock (Note 5)
Capital stock (Note 3)
Authorized:
500,000,000 common shares, $0.001 par value,
5,000,000,000 common shares, $0.001 par value,
Issued and outstanding:
7,406,001 common shares (December 31, 2007 - 7,406,001)	7,406	7,406
74,210,010 common shares (December 31, 2008 - 74,060,010 shares)	74,210	74,060
Additional paid-in capital	8332,~~894~~090	8317,~~894~~240
Deficit accumulated during the exploration stage	(~~164~~227,~~846~~139)	(~~137~~206,~~061~~817)
	(73,546)	(45,761)
	(120,839)	(115,517)
	$2,103	$8,106
	$ -	$ -

The accompanying notes are an integral part of these financial statements.

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~~HARBORSIDE~~IMPALA ~~VENTURES,~~MINERAL ~~INC~~EXPLORATION CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)

	For the Three Months Ended March 31,	For the Three Months Ended March 31,	~~Accumulated From~~ May 16, 2006 (Inception) to March 31,
	2008	2007	2008
	2009	2008	2009
Expenses
Accounting and audit fees	$ 1412,~~575~~750	$ 214,~~300~~575	$ 4463,~~591~~922
Legal	8,806	737	64,259
Foreign exchange (gain) loss	(2,659)	(1,512)	(16,887)
Mineral property costs (Note 3)	-	-	6,586
Interest on loan payable	1,190	-	5,847
Office and administration expenses	1,669	1,875	23,082
Legal	8,907	8,806	115,618
Travel	2,735	5,821	26,328
Mineral property costs	-	-	6,586
Net loss	$ (27,785)	$ (10,733)	$ (164,846)
Office and administration expenses	134	3,181	24,556
Loss per share - basic and diluted	$ (0.01)	$ (10,733)
Travel	-	2,735	27,497
Weighted average number of shares outstanding - basic and diluted	7,406,001	1
Net loss	$ (20,322)	$ (27,785)	$ (227,139)
Loss per share - basic and diluted	$ -	$ -	-
Weighted average number of shares outstanding - basic and diluted	74,125,740	74,060,010	-

The accompanying notes are an integral part of these financial statements.

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~~HARBORSIDE~~IMPALA ~~VENTURES,~~MINERAL ~~INC~~EXPLORATION CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)

	For the Three Months Ended March 31,	For the Three Months Ended March 31,	May 16, 2006 (Inception) to March 31,
	2008	2007	2008
	2009	2008	2009
Operating Activities
Net loss	$ (2720,~~785~~322)	$ (1027,~~733~~785)	$ (~~164~~227,~~846~~139)
Item not requiring use of cash:
Depreciation	-	88
Accrued interest on loan payable	1,190	-	5,847
Mineral property costs	-	-	300
Change in non-cash working capital balances related to operations:
Accounts payable and accrued liabilities	2(10,~~216~~360)	(42,~~709)~~216	5575,~~236~~326
Due to related party	-(77)	-	~~847~~5,201
Net Cash Used in Operating Activities	(2529,569)	(1525,~~354~~569)	(~~108~~140,~~463~~465)
Financing Activities
Loan payable	19,566	-	19,566
Proceeds on sale of common stock	15,000	-	106,000
Proceeds on sale of common stock	-	2,500	91,000
Loans payable	14,435	19,566	34,249
Net Cash from Financing Activities	1929,~~566~~435	219,~~500~~566	~~110~~140,~~566~~249
Decrease in Cash	(~~6,003~~134)	(126,~~854~~003)	~~2,103~~(216)
Cash, beginning	8,106	79,221	-
Cash (Bank overdraft), beginning	(82)	8,106	-
Cash, end	$2,103	$66,367	$2,103
Cash (Bank overdraft), end	$ (216)	$ 2,103	$ (216)
Supplemental cash flow information:
Supplemental cash flow information and non-cash
Investing and financing activities:
Interest paid	$ -	$ -	$ -
Income taxes paid	$ -	$ -	$ -
Shares issued for acquisition of mineral property	$ -	$ -	$ 300

The accompanying notes are an integral part of these financial statements.

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~~HARBORSIDE~~IMPALA ~~VENTURES,~~MINERAL ~~INC~~EXPLORATION CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2009
(unaudited)

Note 1 Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on May 16, 2006 under the name Harborside Ventures, Inc. and is in the exploration stage. Effective September 16, 2008, the Company changed its name to Impala Mineral Exploration Corp. through a merger with its wholly-owned subsidiary incorporated solely for the purpose of the name change. The Company has acquired a mineral property located in the Yukon Territory, Canada and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of costs incurred for acquisition and exploration of the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.

These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $~~164~~227,~~846~~139 and has a working capital deficiency of $73120,~~546~~839 as at March 31, ~~2008~~2009. Further losses are anticipated in the development of its business raising doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon ~~the Company generating profitable operations in the future and/or~~ obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with ~~existing cash on hand and~~ loans from directors and or private placement of common stock.

Unaudited Interim Financial Statements

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission ("SEC") Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company's audited financial statements and notes thereto for the year ended December 31, ~~2007~~2008.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company's financial position at March 31, ~~2008~~ 2009 and the results of its operations and cash flows for the period then ended. The results of operations for the three months ended March 31, ~~2008~~2009 are not necessarily indicative of the results to be expected for the year ended December 31, ~~2008~~2009.

Note 2 Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

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~~HARBORSIDE~~IMPALA ~~VENTURES,~~MINERAL ~~INC~~EXPLORATION CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2009
(unaudited)

Note 2 ~~Summary~~ Loans ~~of Significant Accounting Policies (continued)~~Payable

~~Exploration~~In ~~Stage~~February 2008, the Company signed a promissory note for $16,420 (Cdn$20,000), which bears an interest rate of 30% per annum, is unsecured and was initially repayable in six months, which has been extended to May 1, 2009. During the three months ended March 31, 2009, the Company incurred interest expense of $1,190 (Cdn$1,500) which is included in accounts payable and accrued liabilities.

~~The~~During the year ended December 31, 2008, the Company ~~complies~~signed ~~with~~a ~~Financial~~promissory ~~Accounting~~note ~~Standards~~for ~~Board~~$3,395, ~~Statement~~which ~~No.~~is 7non interest bearing, unsecured and ~~its~~is ~~characterization~~repayable ofat February 1, 2010. During the three months ended March 31, 2009, the Company asreceived aan ~~development~~additional ~~stage~~loan ~~enterprise~~$15,000 which is non interest bearing, unsecured and has no fixed repayment terms.

~~Mineral~~In ~~Property~~March 2009, the Company received a loan from one of the shareholders for $15,000, which is non interest bearing, unsecured and has no fixed repayment terms.

~~The~~Note ~~Company~~3 Capital is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with EITF 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows, have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization is not met. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. As of the date of these financial statements, the Company has incurred only acquisition and exploration costs which have been expensed. To date the Company has not established any proven or probable reserves on its mineral properties.Stock

~~Use~~On February 20, 2009, the Company issued 150,000 units at $0.10 per unit, for total proceeds of ~~Estimates~~$15,000. Each unit consists of one common share and ~~Assumptions~~one non-transferable warrant. Each warrant entitles the holder to purchase an additional common share at $0.20 per share until February 20, 2011.

~~The~~At ~~preparation~~March of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant areas requiring management's estimates and assumptions are determining the fair value of shares of common stock. Other areas requiring estimates include deferred tax balances31, ~~valuation allowances~~2009, ~~allocations~~there ofwere ~~expenditures~~no tooutstanding ~~resource~~stock ~~property interests and asset impairment tests~~options.

~~Foreign~~At ~~Currency~~March ~~Translation~~31, 2009, there were 44,000,000 share purchase warrants outstanding with an exercise price of $0.01 per share exercisable until June 8, 2009 and 150,000 share purchase warrants outstanding with an exercise price of $0.20 per share exercisable until February 20, 2011.

~~The~~Note ~~financial~~4 Due ~~statements~~to ~~are~~Related presented in United States dollars unless otherwise noted. In accordance with Statement of Financial Accounting Standards ("SFAS") No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.Party

As at March 31, 2009 $5,201 (December 31, 2008 - $5,278) was due to the President and Director of the Company. These amounts are unsecured, do not bear interest and have no specific terms of repayment.

All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount, which is the amount of consideration established and agreed to by the related parties.

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~~HARBORSIDE~~IMPALA ~~VENTURES,~~MINERAL ~~INC~~EXPLORATION CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2009
(unaudited)

Note ~~2 Summary~~5 Subsequent ~~of Significant Accounting Policies (continued)~~Events

~~Fair~~a) On ~~Value~~April 22, 2009, the Company issued 100,000 units at $0.10 per unit, for total proceeds of ~~Financial~~$10,000. ~~Instruments~~Each unit consists of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase an additional common share at $0.20 per share until April 22, 2011.

~~The~~b) On ~~carrying~~May ~~value~~19, ~~of cash~~2009, ~~accounts~~the ~~payable~~Company ~~and~~received ~~accrued~~an ~~liabilities~~additional ~~and~~loan ~~amounts~~from ~~due to related party approximates their fair value because of~~ the ~~short~~same ~~maturity~~investor offor ~~these instruments. Unless otherwise noted~~$19,926 itwhich is ~~management's~~non ~~opinion that the Company is not exposed to significant~~ interest bearing, ~~currency~~unsecured orand ~~credit~~has ~~risks~~no ~~arising~~fixed ~~from~~repayment ~~these financial instruments~~terms.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At March 31, 2008, a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.

The Company adopted the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48"), on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No.5, "Accounting for Contingencies". As required by Interpretation 48, which clarifies SFAS No. 109, "Accounting for Income Taxes", the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would make more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied Interpretation 48 to all tax positions for which the statute of limitations remained open. The adoption of FIN 48 did not have a material impact in the financial statements during the period ended March 31, 2008.

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~~HARBORSIDE~~Item ~~VENTURES, INC~~2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Note~~The ~~2 Summary~~following discussion of ~~Significant~~our ~~Accounting~~financial ~~Policies~~condition, ~~(continued)~~changes in financial condition and results of operations for the three months ended March 31, 2009 and 2008 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended March 31, 2009 and 2008. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Basic and Diluted Loss Per Share
Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflect the potential dilution of securities that could share in the earnings of the Company. Because the effect of conversion of the Company's dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented.
Stock-based Compensation
The Company records stock-based compensation in accordance with SFAS No. 123R "Share Based Payments", using the fair value method. The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date. The Company has not issued any stock options since its inception. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
Recent Accounting Pronouncements
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an amendment to FASB Statement No. 133". SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company's financial statements.
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HARBORSIDE VENTURES, INC.
Note 2         Summary of Significant Accounting Policies (continued)
Recent Accounting Pronouncements
On December 21, 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110, ("SAB 110"). SAB 110 provides guidance to issuers on the method allowed in developing estimates of expected term of "plain vanilla" share options in accordance with SFAS No. 123(R), "Share-Based Payment". The staff will continue to accept, under certain circumstances, the use of a simplified method beyond December 31, 2007 which amends question 6 of Section D.2 as included in SAB 107, "Valuation of Share-Based Payment Arrangements for Public Companies", which stated that the simplified method could not be used beyond December 31, 2007. SAB 110 is effective January 1, 2008. The adoption of this standard is not expected to have a material effect on the Company's financial statements.
In December 2007, the FASB issued SFAS No. 141R, "Business Combinations". This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements Liabilities -an Amendment of ARB No. 51". This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's financial statements.
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HARBORSIDE VENTURES, INC.
Note 3         Mineral Property
Quartz Claims
By "Quartz Claims Acquisition Agreement" dated May 25, 2006, the Company acquired a 100% undivided right, title and interest in and to the mineral property, known as "Quartz Claims", located in the Whitehorse Mining District of the Yukon Territory, Canada by the issuance of 6,000 common shares of the Company's capital stock at an issuance price of $0.05 per share for a total of $300 and repayment of staking and application costs of $5,592 (CAD$6,000) from an unrelated party. The Company issued the 6,000 common shares during the year ended December 31, 2007.
Note 4         Loan Payable
In February 2008, the Company signed a promissory note with a non-related party for $19,566 (Cdn$20,000), which bears an interest rate of 30% per annum, is unsecured and is repayable in six months.
Note 5          Capital Stock
The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.
There were no share transactions during the three month period ended March 31, 2008.
As at March 31, 2008, there were no outstanding stock options.
At March 31, 2008, there were 4,400,000 share purchase warrants outstanding with an exercise price of $0.05 per share until June 8, 2008 and at an exercise price of $0.10 per share until June 8, 2009.
Note 6          Due to Related Party
As at March 31, 2008 $847 (December 31, 2007 - $847) was due to the President and Director of the Company. These amounts are unsecured, do not bear interest and have no specific terms of repayment.
All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount, which is the amount of consideration established and agreed to by the related parties.
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Item 2.             Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended March 31, 2008 and 2007 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended March 31, 2008 and 2007. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth below under the heading "Risk Factors".
Overview of our Business

We were incorporated on May 16, 2006 under the laws of the State of Nevada under the name Harborside Ventures, Inc. WeEffective ~~are~~September an16, ~~exploration~~2008 ~~stage~~we ~~company~~changed ~~engaged~~our inname ~~the~~to ~~acquisition~~Impala ~~and~~Mineral ~~exploration~~Exploration Corp., effected a 10 for 1 stock split of ~~mineral~~our ~~properties. In~~common ~~May~~stock ~~2006~~and increased our authorized capital to 5,000,000,000 weshares ~~acquired~~of common stock having a ~~100%~~$0.001 ~~undivided~~par ~~interest~~value. We inare ~~four~~an ~~quartz~~exploration ~~claims~~stage ~~located~~company engaged in the ~~Whitehorse~~acquisition ~~Mining~~and ~~District~~exploration of ~~the~~mineral ~~Yukon Territory~~properties.

~~The~~In ~~property~~May ~~underlying the quartz claim interests does not contain any known mineral deposits or reserves of minerals. Accordingly~~2006, ~~exploration of the property is required before~~ we ~~can~~acquired ~~determine~~a ~~whether~~100% ~~any~~undivided ~~commercially~~interest ~~viable~~in ~~mineral~~four ~~deposit~~quartz ~~may~~claims ~~exist. Our~~located ~~plan of operations is to carry out preliminary exploration work on the property~~ in ~~order to ascertain whether advanced exploration is warranted to determine whether~~ the ~~property~~Whitehorse ~~possesses~~Mining ~~commercially~~District ~~exploitable~~of ~~mineral deposits. We will not be able to determine whether or not~~ the ~~property~~Yukon ~~contains a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability~~Territory.

WeAs ~~have~~of ~~obtained a geological report on~~ the ~~property~~date ~~underlying our mineral claim interests. The geological report has recommended an exploration program consisting~~ of ~~two~~this ~~phases: phase one of our planned exploration program is estimated to cost CDN$13~~report,~~750~~ ~~and~~the ~~phase~~Company ~~two of your planned exploration program~~ is ~~estimated~~in ~~to cost CDN$8,470 (approximately $13,797 and $8,499, respectively, based on~~ the ~~noon~~process ~~buying~~of ~~rate~~finalizing ~~as certified by~~ the ~~New~~terms ~~York Federal Reserve Bank on May 16, 2008~~ of ~~CDN$0.9966~~a :Mineral ~~US$1.00). We~~Option ~~have~~Assets ~~determined~~Agreement ~~to proceed~~ with ~~the~~RSR ~~recommended~~(Tanzania) ~~exploration~~Limited ~~program~~("RSR") ~~and,~~whereby ~~if warranted, complete full exploration of the property underlying our mineral claim interests. At March 31, 2008,~~ we ~~had~~anticipate ~~cash~~that ofRSR ~~$2,103 and a working capital deficit of $73,546. As such, we~~ will ~~require~~grant ~~additional~~us ~~financing~~an inexclusive ~~order~~option to ~~complete~~acquire ~~phase~~an ~~one~~undivided of100% ~~our recommended work program as well as any further exploration to determine whether sufficient mineralized material~~legal, ifbeneficial ~~any,~~and ~~exists~~registerable tointerest ~~justify~~in ~~eventual mining~~ and ~~production. Even~~to ifcertain ~~we determine that a~~ mineral ~~deposit exists on the~~ property, aninterests ~~economic~~which ~~evaluation~~are ~~must~~located bein ~~completed~~Tanzania ~~before~~known ~~the~~as ~~economic viability of commercial exploitation of~~ the ~~property~~"Busolwa ~~could~~Gold ~~be completed~~Project". Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation. There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.

The properties underlying the quartz claim interests and the Busolwa Gold Project do not contain any known mineral deposits or reserves of minerals. Accordingly, exploration of the properties is required before we can determine whether any commercially viable mineral deposit may exist. We will not be able to determine whether or not the properties contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

Exploration Stage Company

We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent. Because we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on the ~~property~~properties underlying our mineral claim interests, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. We have no known reserves of any type of mineral. To date, we have not discovered an economically viable mineral deposit on the properties underlying our mineral property interests, and there is no assurance that we will discover one.

- 13 -
Our Mineral Claim Interests

~~We entered into a~~ Quartz Claims ~~Acquisition~~- ~~Agreement with Oro Quest Ltd. effective as of May 25, 2006, whereby we obtained a 100% interest in four quartz claims located in the~~ Whitehorse Mining District ~~of the Yukon Territory~~, ~~Canada, in consideration of: (i) the repayment by us to Oro Quest of all staking and quartz claims application costs to the Whitehorse Mining District of the~~ Yukon Territory ~~which were incurred by Oro Quest in acquiring the claims and (ii) the issuance by us to Oro Quest of an aggregate of 6~~,~~000~~ ~~common shares of our common stock at a deemed issuance price of $0.05 per share.~~ Canada

~~The~~We ~~quartz~~entered ~~claims~~into ~~that~~a ~~are~~Quartz ~~the~~Claims ~~subject~~Acquisition Agreement with Oro Quest Ltd. effective as of ~~our~~May ~~mineral~~25, ~~property~~2006, ~~interests~~whereby ~~are~~we ~~known~~obtained asa ~~the~~100% ~~"DIO~~interest ~~Claims"~~in ~~and~~four ~~are~~quartz claims located in the Whitehorse Mining District inof the Yukon Territory, Canada~~. The~~, ~~claims~~in ~~are~~consideration ~~accessed~~of: (i) ~~from~~ the ~~Pilot~~repayment ~~Mountain~~by ~~Subdivision~~us ~~Road,~~to aOro ~~subdivision~~Quest ~~along the north side~~ of ~~the~~all ~~Takhini~~staking ~~Hot~~and ~~Springs~~quartz ~~Road~~claims ~~approximately~~application 5costs ~~kilometres~~to ~~from~~the ~~its~~Whitehorse ~~junction~~Mining ~~with~~District of the ~~North~~Yukon ~~Klondike~~Territory ~~Highway,~~which ~~known~~were ~~locally~~incurred asby ~~the~~Oro ~~Mayo~~Quest ~~Road. A~~in ~~power~~acquiring ~~line crosses~~ the ~~Pilot~~claims ~~Mountain~~and ~~Subdivision~~(ii) ~~Road~~the ~~approximately~~issuance ~~400~~by ~~metres~~us ~~from~~to ~~its~~Oro ~~junction~~Quest ~~with~~of ~~the~~an ~~Takhini~~aggregate ~~Hot~~of ~~Springs~~60,000 ~~Road. About~~common ~~200~~shares ~~metres~~of ~~east~~our ~~off~~common ~~the~~stock ~~Pilot~~at ~~Mountain~~a ~~Road~~deemed ~~along~~issuance ~~the~~price ~~power~~of ~~line,~~$0.005 ~~the~~per ~~baseline~~share of(on ~~the~~a ~~DIO~~post-reverse ~~Claims~~split ~~is intersected~~basis).

- 10 -

The quartz claims that are the subject of our mineral property interests are known as the "DIO Claims" and are located in the Whitehorse Mining District in the Yukon Territory, Canada. The claims are accessed from the Pilot Mountain Subdivision Road, a subdivision along the north side of the Takhini Hot Springs Road approximately five kilometres from its junction with the North Klondike Highway, known locally as the Mayo Road. A power line crosses the Pilot Mountain Subdivision Road approximately 400 metres from its junction with the Takhini Hot Springs Road. About 200 metres east off the Pilot Mountain Road along the power line, the baseline of the DIO Claims is intersected.

The Claim information is as follows:

Claim Name	Grant Numbers	Expiry Date
DIO 1	YC 54160	October 18, ~~2008~~2009
DIO 2	YC 54161	October 18, ~~2008~~2009
DIO 3	YC 54162	October 18, ~~2008~~2009
DIO 4	YC 54163	October 18, ~~2008~~2009

The Busolwa Gold Project

As described above, as of the date of this report we are in the process of finalizing the terms of a Mineral Option Assets Agreement with RSR, whereby we anticipate that RSR will grant our company an exclusive option to acquire an undivided 100% legal, beneficial and registerable interest in and to certain mineral property interests which are located in Tanzania and known as the "Busolwa Gold Project". The Busolwa Gold Project covers approximately 51.5 square kilometers and is located approximately 30 kilometers from the town of Geita.

Our Planned Exploration Program

~~Our~~Quartz ~~planned~~Claims ~~exploration~~- ~~program~~Whitehorse ~~consists~~Mining ofDistrict, ~~two~~Yukon ~~phases~~Territory, ~~as described below:~~Canada

We have obtained a geological report on the property underlying our Yukon mineral claim interests. The geological report has recommended an exploration program consisting of two phases:

Phase One

Phase one of our planned exploration program consists of prospecting, geological mapping, geophysical and geochemical surveys. The budget for this is broken down as follows:

Proposed Budget: Phase One
Prospecting and geological mapping (7 days @ $500/day)	CDN$ 3,500
Follow-up geophysical and VLF-EM (very low frequency electromagnetic) surveys (5 days @ $700/day)	3,500
Soil and rock sampling (100 samples @ $20/sample)	2,000
Room and board, transportation and shipping	1,500
Report writing and supervision (4 days @ $500/day)	2,000
Contingency (10%)	1,250
Total:	CDN$13,750

Phase Two

Phase two of our planned exploration program consists of back hoe, blast or hand trenching and sampling of mineralized showings located in phase one.

- 1411 -

Proposed Budget: Phase Two
Small back hoe rental ($70/hr (wet) @ 2 days @ 10 hrs/day)	CDN$ 1,400
Mobilization and demobilization costs	500
Explosives	600
Geologist and labourer/blaster (4 days @ $700/day)	2,700
Rock samples (50 samples @ $20/sample)	1,000
Room and board, transportation and shipping	500
Report writing and supervision (2 days @ $500/day)	1,000
Contingency (10%)	770
Total:	CDN$8,470

The total estimated costs of phase one of CDN$13,750 and phase two of CDN$8,470 are equal to approximately $1312,~~797~~241 and $87,~~499~~540, respectively, based on the noon buying rate as certified by the ~~New~~Bank ~~York~~of ~~Federal~~Canada ~~Reserve Bank~~ on May 1622, ~~2008~~2009 of CDN$01.~~9966~~1233 : US$1.00.

~~Plans~~We ~~Regarding~~expect ~~Exploration~~to ~~Program~~commence phase one of the exploration program in the summer of 2009, depending on the availability of personnel and equipment and the availability of financing. Upon completion of phase one, and subject to the results of phase one, we intend to undertake phase two in the summer of 2010, subject to the availability of financing.

We expect to commence phase one of the exploration program in the summer of 2008, depending on weather conditions and the availability of personnel and equipment. Upon completion of phase one, and subject to the results of phase one, we intend to undertake phase two in the summer of 2009.

We will determine whether to proceed with further exploration work upon completion of phase two. In completing this determination we will assess whether the results of the entire exploration up to that time are sufficiently positive to enable us to obtain any additional financing that we will then require. This analysis will include an assessment of the market for financing of junior mineral exploration projects at the time of our assessment.

To date, we have spent no exploration expenditures on the property underlying our Yukon mineral claim interests, other than amounts spent in completing the geological report on the property. We have not chosen anyone specific to conduct exploration work on the property. We intend to choose a geologist recognized in the Yukon Territory who has had experience working in the regional area of the property.

The Busolwa Gold Project

As of the date of this report, the Company is in the process of finalizing the terms of a Mineral Option Assets Agreement with RSR, whereby we anticipate that RSR will grant us an exclusive option to acquire an undivided 100% legal, beneficial and registerable interest in and to the Busolwa Gold Project. If and when the definitive agreement is entered into, the Company intends to obtain a geological report on the Busolwa Gold Project to assist in determining a plan of operations going forward.

Plan of Operations

Our plan of operations for the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary for the continued exploration of the property underlying our mineral claims:

1. ~~Obtain~~ We aintend ~~trading~~to ~~symbol~~conduct tophase ~~trade~~one of our ~~shares~~recommended ~~over~~exploration ~~the~~program ~~OTC~~on ~~Bulletin~~the ~~Board. On~~property ~~October~~underlying 4,our ~~2007,~~Yukon wemineral ~~filed~~claim aninterests. Phase ~~initial~~one ~~SB-2~~will ~~registration~~consist ~~statement~~of toprospecting, ~~register~~geological 6mapping,~~006,000~~ ~~shares~~geophysical ofand ~~our~~geochemical ~~common~~surveys, ~~stock~~and ~~(including~~is ~~3,000,000~~estimated ~~shares~~to ~~underlying~~cost ~~share~~approximately ~~purchase~~CDN$13,750 ~~warrants)~~(approximately ~~for~~$12,241 ~~resale~~based byon the ~~selling~~noon ~~stockholders~~buying ~~named~~rate ~~therein. The~~as ~~SB-2~~certified ~~registration statement was declared effective~~ by the ~~SEC~~Bank onof ~~October~~Canada ~~17,~~on ~~2007. On~~May ~~October 26~~22, ~~2007,~~2009 ~~we filed a registration statement on Form 8-A to effect registration~~ of ~~our~~CDN$1.1233 ~~common~~: ~~stock as a class under the Exchange Act~~US$1.00). We ~~subsequently~~expect ~~took action~~ to ~~apply~~commence tophase ~~FINRA~~one ~~for~~of ~~a trading symbol to begin trading~~ our ~~shares~~exploration onprogram in the ~~OTC~~summer ~~Bulletin~~of ~~Board. The~~2009, ~~remaining~~depending ~~costs~~on inweather ~~connection~~conditions, ~~with~~the ~~obtaining~~availability aof ~~trading~~personnel ~~symbol~~and ~~expected~~equipment toand bethe ~~approximately~~availability ~~$5,000~~of financing.

- 1512 -

2. We Upon ~~intend~~entry tointo ~~conduct~~a ~~phase~~definitive ~~one~~agreement ofwith ~~our~~respect ~~recommended~~to ~~exploration program on~~ the ~~property~~Busolwa ~~underlying~~Gold ~~our~~Project, ~~mineral~~we ~~claim~~intend ~~interests. Phase~~to ~~one~~obtain ~~will~~a ~~consist of prospecting,~~ geological ~~mapping,~~report ~~geophysical~~with ~~and~~respect ~~geochemical~~to ~~surveys,~~this project and isestablish ~~estimated~~a toplan ~~cost~~of ~~approximately CDN$13~~operations,~~750~~ ~~(approximately~~which ~~$13,797 based on~~ the ~~noon~~Company ~~buying~~estimates ~~rate~~will ascost ~~certified~~approximately ~~by the New York Federal Reserve Bank on May 16, 2008 of CDN~~$020,000.~~9966 : US$1.00).~~ WeOnce ~~expect~~we toobtain ~~commence~~a ~~phase~~geological ~~one~~report, ofwe ~~our~~intend ~~exploration~~to ~~program~~establish ina ~~the~~plan ~~summer~~ of ~~2008,~~operations ~~depending on weather conditions~~ and ~~the~~budget ~~availability~~with ofrespect ~~personnel~~to ~~and~~this ~~equipment~~project.

3. We anticipate spending approximately $47,000 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $4884,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses.

Thus, we estimate that our expenditures over the next twelve months will be approximately $67116,~~000 ($5,000 to begin trading on the OTC Bulletin Board, $13,797 to complete phase one of our recommended exploration program, and $48,000 to cover ongoing general and administrative expenses)~~241. As at March 31, ~~2007~~2009, we had cash of $~~2,103~~nil and a working capital deficit of $73120,~~546~~839. Our ability to complete ~~phases~~phase one ~~and two~~ of our recommended exploration program of the Yukon property, ~~underlying~~obtain ~~our~~a ~~mineral~~geological ~~claim~~report ~~interests~~on the Busolwa property, and to pay our general and administrative expenses for the next 12twelve months, will be subject to us obtaining ~~additional~~ financing ~~as these expenditures will exceed our cash reserves~~.

During the 12twelve month period following the date of this report we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain ~~additional~~ financing in order to continue our plan of operations during and beyond the next twelve months. We believe that debt financing will not be an alternative for funding additional phases of exploration as we do not have tangible assets to secure any debt financing. We anticipate that ~~additional~~ funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our complete exploration program. In the absence of such financing, we will not be able to pursue ~~phase one or two of~~ our ~~recommended~~plan ~~exploration program or any advanced exploration~~ of ~~the~~operations ~~property underlying our mineral claim interests~~ and our business plan will fail. If we do not continue to obtain additional financing, we will be forced to abandon our mineral claim interests and our plan of operations will fail.

We may consider entering into a joint venture arrangement to provide the required funding to develop the property underlying our mineral claim interests. We have not undertaken any efforts to locate a joint venture participant. Even if we determined to pursue a joint venture participant, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of the property underlying our mineral claim interests. If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in our mineral claim interests to the joint venture participant.

Results of Operations
Revenues

We have had no operating revenues since inception. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

- 1613 -

Expenses

Our expenses for the following periods are set forth below:

	For the Three Months Ended March 31, 2008	For the Three Months Ended March 31, 2007	May 16, 2006 (Inception) to March 31, 2008
	For the Three Months Ended March 31,	For the Three Months Ended March 31,	May 16, 2006 (Inception) to March 31,
	2009	2008	2009
Expenses
Accounting and audit fees	$ 1412,~~575~~750	$ 214,~~300~~575	$ 4463,~~571~~922
Legal	8,806	737	64,259
Foreign exchange (gain) loss	(2,659)	(1,512)	(16,887)
Interest on loan payable	1,190	-	5,847
Legal	8,907	8,806	115,618
Mineral property costs	-	-	6,586
Office and administration expenses	~~1,669~~134	13,~~875~~181	2324,~~082~~556
Travel	~~2,735~~-	52,~~821~~735	2627,~~328~~497
Total:	$ (27,785)	$ (10,733)	$ (164,846)
Net loss	$ (20,322)	$ (27,785)	$ (227,139)

As such, we experienced a net loss of $2720,~~785~~322 for the three months ended March 31, ~~2008~~2009, as compared to a net loss of $1027,~~733~~785 for the three months ended March 31, ~~2007. Our total net loss from inception to March 31,~~ 2008 ~~was $164,846~~. ~~Our~~The ~~increased~~decrease ~~expenses~~in ~~(and~~our net ~~losses)~~loss during the three months ended March 31, ~~2008~~2009 as compared to the three months ended March 31, ~~2007~~2008 ~~are~~was ~~largely~~primarily due to ~~increased~~the ~~legal,~~elimination ~~accounting~~of ~~and~~travel ~~auditing~~ expenses asand athe ~~result~~reduction of usoffice ~~becoming~~and aadministration ~~reporting company under the Exchange Act in October 2007~~expenses.

Liquidity and Capital Resources
Net Cash Used in Operating Activities

Net cash used in operating activities was $2529,569 for the three months ended March 31, ~~2008~~2009, as compared with $1525,~~354~~569 for the three months ended March 31, ~~2007~~2008. We have applied cash generated from our financing activities to fund our operations.

Net Cash from Financing Activities

During the three months ended March 31, ~~2008~~2009, we obtained net cash of $1929,~~566~~435 from financing activities ($15,000 from the sale of common stock and $14,435 from a loan payable), as compared to $219,~~500~~566 (~~proceeds~~ from ~~the~~a ~~sale~~loan ~~of our common stock~~payable) during the three months ended March 31, ~~2007~~2008.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to continue to pursue our plan of operations. For these reasons our auditors stated in their report included with our annual report for the year ended December 31, ~~2007~~2008 that they have substantial doubt we will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned expansion and activities.

- 1714 -

Off-Balance Sheet Arrangements

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, which individually or in the aggregate is material to our investors.

Item 3. ~~Quantitative and Qualitative Disclosures About Market Risk~~
Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

Item 4. ~~Controls~~ ~~and Procedures~~
Controls and Procedures

Disclosure Controls and Procedures

~~Robert~~Laurence ~~Skelly~~Stephenson, our ~~President,~~principal ~~Principal~~executive ~~Executive~~officer ~~Officer,~~and ~~Principal~~principal ~~Financial~~financial ~~Officer~~officer, ~~Secretary,~~has ~~Treasurer~~concluded ~~and~~that ~~a director, evaluated the effectiveness of~~ our disclosure controls and procedures (as defined in ~~Rule~~Rules 13a-15(e) ofand ~~the~~15d-15(e) ~~Securities~~under the Exchange Act) ofwere ~~1934)~~effective as of the end of the period covered by this report, ~~and~~based inon his ~~opinion~~evaluation ~~our~~of ~~disclosure~~these controls and procedures ~~were~~required ~~effective.~~by paragraph (b) of Rules 13a-15 and 15d-15.

No Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. ~~Legal Proceedings~~
Legal Proceedings

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1A. ~~Risk Factors~~
Risk Factors

~~Risks~~Not ~~related~~applicable tobecause ~~our~~we are a smaller reporting company.

~~Because~~Item ~~we have only recently commenced business operations, we have no history of earnings and no foreseeable earnings, and we may never achieve profitability or pay dividends~~2.
Unregistered Sales of Equity Securities and Use of Proceeds

WeEffective ~~were incorporated~~ on ~~May~~February 1620, ~~2006~~2009, ~~and~~we tocompleted ~~date~~a ~~have~~non-brokered ~~been~~private ~~involved~~placement ~~primarily~~pursuant into ~~organizational~~which ~~activities,~~we ~~evaluating~~issued ~~resource~~from ~~projects~~treasury ~~and~~to ~~acquiring~~one ~~our~~subscriber ~~interest~~150,000 inunits ~~certain~~at ~~mineral~~a ~~claims~~subscription inprice ~~the~~of ~~Yukon Territory, Canada~~$0. ~~Therefore,~~10 ~~our~~per ~~ability~~unit tofor ~~operate~~proceeds ~~our~~of ~~business successfully remains untested~~$15,000. If weEach ~~are~~unit ~~successful~~consists inof ~~developing~~one ~~the~~share ~~property~~of ~~that~~common isstock ~~the~~and ~~subject~~one ofnon-transferable ~~our~~share ~~mineral~~purchase ~~claim~~warrant. ~~interests,~~Each wewarrant ~~anticipate~~entitles ~~that~~the weholder ~~will~~to ~~retain~~acquire ~~future~~an ~~earnings~~additional ~~and~~share ~~other~~of ~~cash~~common ~~resources~~stock ~~for~~at ~~the~~an ~~future~~exercise ~~operation~~price ~~and development~~ of ~~our business as appropriate~~$0. We20 doper ~~not~~share ~~currently~~until ~~anticipate~~February ~~declaring~~20, ~~or paying any cash dividends in the foreseeable future~~2011. ~~Payment~~ ofWe ~~any~~relied ~~future~~on ~~dividends~~an isexemption ~~solely~~from atregistration under the ~~discretion~~Securities ofAct ~~our~~provided ~~board~~by ofRegulation ~~directors~~S, ~~which~~based ~~will~~on ~~take~~representations ~~into~~and ~~account~~warranties ~~many~~provided ~~factors~~by ~~including~~the ~~our~~subscriber ~~operating~~in ~~results,~~the ~~financial~~subscription ~~conditions~~agreements ~~and~~entered ~~anticipated~~into ~~cash~~between ~~needs. For~~the ~~these~~subscriber ~~reasons,~~and weour ~~may never achieve profitability or pay dividends~~Company.

Effective on April 22, 2009, we completed a non-brokered 18private placement pursuant to which we issued from treasury to one subscriber 100,000 units at a subscription price of $0.10 per unit for proceeds of $10,000. Each unit consists of one share of common stock and one non-transferable share purchase warrant. Each warrant entitles the holder to acquire an additional share of common stock at an exercise price of $0.20 per share until April 22, 2011. We relied on an exemption from registration under the Securities Act provided by Regulation S, based on representations and warranties provided by the subscriber in the subscription agreements entered into between the subscriber and our Company.

WeThe ~~have~~net ~~yet~~proceeds toof ~~attain~~these ~~profitable~~offerings ~~operations, and because we~~ will ~~need~~be ~~additional~~used ~~financing~~for togeneral ~~fund~~working ~~our~~capital ~~exploration~~and ~~activities,~~corporate ~~our accountants believe there is substantial doubt about our ability to continue as a going concern~~purposes.

We- ~~have~~15 incurred a net loss of $164,846 for the period from May 16, 2006 (incorporation) to March 31, 2008, and we have no revenues to date. At March 31, 2008, we had cash of $2,103 and a working capital deficit of $73,546. As such, we will need to generate additional financial resources in order to complete phase one of the exploration program recommended by our consulting geologist as well as any further exploration. There can be no assurances that we will continue to obtain additional financial resources and/or achieve profitability or positive cash flows. If we are unable to obtain adequate additional financing, we will be required to curtail operations and exploration activities. These factors raise substantial doubt that we will be able to continue as a going concern.-

~~Our~~Item ~~financial statements included with this report have been prepared assuming that we will continue as a going concern~~3. Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the period from incorporation to December 31, 2007. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.
Defaults Upon Senior Securities

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We are in the initial stages of exploration of the property underlying our mineral claim interests, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of valuable minerals on the property. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of minerals on the property underlying our mineral claim interests. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the property underlying our mineral claim interests that we plan to undertake. Problems such as unusual or unexpected formations, the inability to obtain suitable or adequate machinery, equipment or labour, and other risks involved in mineral exploration, often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan. In addition, any determination that the property contains commercially recoverable quantities of ore may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economically viable. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that the property can be commercially developed.

We will require significant additional financing in order to continue our exploration activities and our assessment of the commercial viability of the property underlying our mineral claim interests. Even if we discover commercial reserves on the property underlying our mineral claim interests, we can provide no assurance that we will be able to successfully advance the property into commercial production.

The property underlying our mineral claim interests does not contain any known bodies of ore. Our business plan calls for significant expenditures in connection with the exploration of the property. We will require additional financing in order to maintain our administrative costs for the next twelve months and to complete phase one of the exploration program on the property, as recommended by our consulting geologist. In addition, we will require further financing in order to complete phase two of the exploration program on the property and to conduct the economic evaluation that would be necessary for us to assess whether sufficient mineral reserves exist to justify commercial exploitation of the property underlying our mineral claim interests. We currently are in the exploration stage and have no revenue from operations. We currently do not have any arrangements in place for additional financing, and we may not be able to obtain financing on terms that are acceptable to us, or at all. If we are unable to obtain additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of the property. Further, if we are able to establish that development of the property is commercially viable, our inability to raise additional financing at that stage would result in our inability to place the property into production and recover our investment.

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Our exploration activities may not be commercially successful, which could lead us to abandon our plans to develop the property underlying our mineral claim interests and our investments in exploration.

Our long-term success depends on our ability to establish commercially recoverable quantities of ore on the property underlying our mineral claim interests. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if they are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on the property underling our mineral claim interests to justify commercial operations. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of ore on the property.

Because access to the property underlying our mineral claim interests is often restricted by inclement weather, we will be delayed in our exploration and any future mining efforts.

Due to snow and snowfall in the area, surface exploration of the property subject to our mineral claim interests is restricted to the summer months and early fall. As a result, any attempts to visit, test or explore the property are largely limited to the few months out of the year when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. This may cause our business venture to fail and result in the loss of your entire investment in our common stock.

As we undertake exploration of the property underlying our mineral claim interests, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration for minerals. We will be subject to the mining laws and regulations of the Yukon Territory as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent us from carrying out our exploration program.

If there is a defect with respect to title of our mineral claim interests, our business may fail.

We own an interest in certain quartz claims in the Yukon Territory, Canada. Although we believe that we have taken all appropriate steps to determine that we have title to interest in these claims, there is no guarantee that there are no defects with respect to title of the mineral claims. The property may be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by undetected defects. If we do not have clear title to our mineral claim interests, our business may fail and you may lose your entire investment in our common stock.

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If we are unable to maintain our mineral claim interests, then our business will fail.

We own a 100% interest in certain mineral claims in the Yukon Territory, Canada, which claims are governed by the Quartz Mining Act (Yukon Territory, Canada). To keep our interests in these claims in good standing in the Yukon Territory, there must be CDN$100 (approximately $100 based on the noon buying rate as certified by the New York Federal Reserve Bank on May 16, 2008 of CDN$0.9966 : US$1.00) of exploration expenditures performed per claim each year. In the event that work is not performed on a property, the CDN$100 per claim can be paid in lieu of performing such work. In the case of our claim interests, CDN$100 of exploration expenditures must be spent before October 18, 2008 in order to maintain the claims in good standing for an additional year. If we fail to meet these requirements on a timely basis, the claims subject to our interests will lapse. Accordingly, you could lose all or part of your investment in our common stock.

We are subject to risks inherent in the mining industry, and at present we do not have any insurance against such risks. Any losses we may incur that are associated with such risks may cause us to incur substantial costs which will have a material adverse effect upon our results of operations.

Any mining operations that we may undertake in the future will be subject to risks normally encountered in the mining business. Mining for valuable minerals is generally subject to a number of risks and hazards, including environmental hazards, industrial accidents, labour disputes, unusual or unexpected geological conditions, pressures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes. At the present we do not intend to obtain insurance coverage and even if we were to do so, no assurance can be given that such insurance will continue to be available or that it will be available at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations. Such costs could potentially exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our common stock.

If we do not find a joint venture participant for the continued exploration of the property underlying our mineral claim interests, we may not be able to advance the exploration work.

If the initial results of our mineral exploration program are successful, we may try to enter into a joint venture agreement with a third party for the further exploration and possible production of the property underlying our mineral claim interests. We would face competition from other junior mineral resource exploration companies if we attempt to enter into a joint venture agreement with a third party. A prospective joint venture participant could have a limited ability to enter into joint venture agreements with junior exploration companies, and will seek the junior exploration companies who have the properties that it deems to be the most attractive in terms of potential return and investment cost. In addition, if we entered into a joint venture agreement, we would likely assign a percentage of our mineral claims interests to the joint venture participant. If we are unable to enter into a joint venture agreement with a third party, we may fail and you will lose your entire investment in our common stock.

We rely on key members of management, the loss of whose services would have a material adverse effect on our success and development.

Our success depends to a certain degree upon certain key members of the management. These individuals are a significant factor in our growth and success. The loss of the service of members of the management could have a material adverse effect on us. In particular, our success is highly dependant upon the efforts of our sole executive officer and our directors, the loss of whose services would have a material adverse effect on our success and development.]

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Because our executive officer has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operation, causing our business to fail.

Robert Skelly, our President, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer, and a director, is spending only approximately 10% of his business time on providing management services to us. While we believe that he presently possesses adequate time to attend to our interests, it is possible that the demands on Mr. Skelly from his other obligations could increase with the result that he may no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.

Because of the fiercely competitive nature of the mining industry, we may be unable to maintain or acquire attractive mining properties on acceptable terms, which will materially affect our financial condition.

The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our revenues, operations and financial condition could be materially adversely affected.

Risks related to our common stock

There is no active trading market for our common stock, and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the OTC Bulletin Board of the Financial Industry Regulatory Authority ("FINRA"). In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock. At the date hereof, a market maker has filed a Form 15c-211, but such application is still being processed. We cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of exploration stage companies, which may materially adversely affect the market price of our common stock.

Sales of a substantial number of shares of our common stock into the public market by selling stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize any current trading price of our common stock.

Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock, when and if such market develops. We filed a registration statement on Form SB-2 with the SEC, which was declared effective on October 17, 2007. The selling stockholders thereunder may be reselling up to approximately 41% of the issued and outstanding shares of our common stock (and, if the share purchase warrants are exercised with respect to the 3,000,000 shares underlying such share purchase warrants being registered, then the selling stockholders may be reselling up to approximately 58% of our issued and outstanding shares of common stock). As a result of such registration statement, a substantial number of our shares of common stock which have been issued are available for immediate resale when and if a market develops for our common stock, which could have an adverse effect on the price of our common stock. As a result of any such decreases in price of our common stock, purchasers who acquire shares from the selling stockholders may lose some or all of their investment.

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Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our common stock will be subject to the "Penny Stock" Rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common stock.

We currently plan to have our common stock quoted on the OTC Bulletin Board of FINRA, which is generally considered to be a less efficient market than markets such as NASDAQ or the national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. Further, our securities will be subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules", investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

In addition to the "penny stock" rules promulgated by the SEC, FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer when recommending the investment to that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not sell any equity securities during the period covered by this report.

Item 3. Defaults Upon Senior Securities

None.

Item 4. ~~Submission of Matters to a Vote of Securities Holders~~
Submission of Matters to a Vote of Securities Holders

None.

-Item ~~23 -~~5.
Other Information

~~Item 5~~None. ~~Other Information~~

~~None~~Item 6.
Exhibits

Item 6. Exhibits

Exhibit No.	Description of Exhibit
3.1 ⁽¹⁾	Articles of Incorporation
3.2 ⁽¹⁾	Bylaws
3.3⁽²⁾	Articles of Merger as filed with the Nevada Secretary of State, effective as of September 16, 2008
3.4⁽²⁾	Certificate of Change as filed with the Nevada Secretary of State, effective as of September 16, 2008
10.1 ⁽¹⁾	Quartz Claims Acquisition Agreement between the company and Oro Quest Ltd., dated May 25, 2006
10.2 ⁽¹⁾	Form of Seed Capital Unit Private Placement Agreement
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350

Exhibit No.	Description of Exhibit
3.1 (1)	Articles of Incorporation
3.2 (1)	Bylaws
10.1 (1)	Quartz Claims Acquisition Agreement between Harborside Ventures Inc. and Oro Quest Ltd., dated May 25, 2006
10.2 (1)	Form of Seed Capital Unit Private Placement Agreement
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a)
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350

(1) Incorporated by reference from our registration statement on Form SB-2 as filed with the SEC on October 4, 2007.
(2) Incorporated by reference from our quarterly report on Form 10-Q as filed with the SEC on November 20, 2008.

~~(1) Incorporated by reference from our registration statement on Form SB~~-2 as16 ~~filed with the SEC on October 4, 2007.~~-

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~HARBORSIDE~~IMPALA ~~VENTURES,~~MINERAL ~~INC~~EXPLORATION CORP.

By:          "Robert Skelly"                  Robert Skelly                  President, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and a director
/s/ Laurence Stephenson
                Laurence Stephenson
                President, Chief Executive Officer, Principal Financial Officer, Secretary, Treasurer and a director

Date: May 2022, ~~2008~~2009

Filing Compare · Impala Mineral Exploration Corp.