UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





[X] ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended  December 31, 2008[  ] TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACTFor
      the transition period from _________ to ________Commission
      file number:333-150029





Alba Mineral
      Exploration, Inc.(Exact
      name of registrant as specified in its charter)Delaware
            n/a(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)2 Mic Mac Place
              Lethbridge,
      Alberta, Canada
            T1K
      5H6(Address
      of principal executive offices)
            (Zip
      Code)




Registrant’s
      telephone number:  403-331-0606Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registerednone
            not
      applicableSecurities
      registered under Section 12(g) of the Exchange Act:Title
      of each class
            Name
      of each exchange on which registeredCommon Stock, par
      value $0.001
            not applicable





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes
[  ]       No
[X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[  ]       No
[X]





Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities 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
[X]       No
[   ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes
[  ]     No [X]





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” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [  ] Smaller reporting company [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes [X]   No [
]





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. $
n/a





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  5,033,450 as of March 10,
2009.




Table of Contents




TABLE OF
CONTENTS





PagePART
      IItem 1.
            Business
            3Item 1A.
            Risk Factors
            8Item 1B.
            Unresolved Staff Comments
            8Item 2.
            Properties
            9Item 3.
            Legal Proceedings
            10Item 4.
            Submission of Matters to a Vote of Security
      Holders
            10PART
      IIItem 5.
            Market for Registrant’s Common Equity and Related Stockholder
      Matters and Issuer Purchases of Equity Securities
            11Item 6.
            Selected Financial Data
            12Item 7.
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            13Item 7A.
            Quantitative and Qualitative Disclosures About Market
      Risk
            17Item 8.
            Financial Statements and Supplementary Data
            17Item 9.
            Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
            17Item 9A(T).
            Controls and Procedures
            17Item 9B.
            Other Information
            18PART
      IIIItem 10.
            Directors, Executive Officers and Corporate
      Governance
            18Item 11.
            Executive Compensation
            20Item 12.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            22Item 13.
            Certain Relationships and Related Transactions, and Director
      Independence
            22Item 14.
            Principal Accountant Fees and Services
            23PART
      IVItem 15.
            Exhibits, Financial Statement Schedules
            23




2
 Table of Contents




PART I




Item 1.   Business





We are an
exploration stage company that intends to engage in the exploration of mineral
properties.  We have acquired a mineral claim that we refer to as the
Crow Hill mineral claim. Exploration of this mineral claim is required before a
final determination as to its viability can be made.





The
property is located on the east side of the Baie Verte highway (Route 410)
approximately 8 km (about 5 miles) south-southwest of Flat Water Pond on the
Baie Verte Peninsula, Newfoundland, Canada.  It can be accessed from
the Baie Verte highway via secondary roads and several 4x4 tracks.





Our plan
of operations is to carry out exploration work on this claim in order to
ascertain whether it possesses commercially exploitable quantities of gold and
other metals.  We will not be able to determine whether or not the
Crow Hill mineral claim contains a commercially exploitable mineral deposit, or
reserve, until appropriate exploratory work is done and an economic evaluation
based on that work indicates economic viability.





Phase I
of our planned exploration program will cost approximately
$11,290.  This phase will consist of a thorough review of the geologic
literature, compilation of maps and cross sections pertinent to the Crow Hill
property, as well as on-site surface reconnaissance, mapping, sampling, and
geochemical analyses.   Phase II of our program will consist of
on-site trenching, mapping, and sampling, followed by geochemical analyses of
the various samples gathered and preparation of a report and data
compilation.  Phase II of our exploration program will cost
approximately $13,290.  The existence of commercially exploitable
mineral deposits in the Crow Hill mineral claim is unknown at the present time
and we will not be able to ascertain such information until we receive and
evaluate the results of our exploration program.





Acquisition
of the Crow Hill mineral claim.





Through
our wholly-owned Canadian subsidiary, Alba Mineral Exploration, Inc., an Alberta
corporation, we have acquired a 100% interest in the Crow Hill mineral claim
located on the Baie Verte Peninsula on Newfoundland Island,
Canada.    Our subsidiary’s ownership in the Crow Hill claim
was electronically staked and recorded under the electronic mineral claim
staking and recording procedures of the Online Mineral Claims Staking System
administered by the Department of Natural Resources, Government of Newfoundland
and Labrador, Canada.  A party is able to stake and record an interest
in a particular mineral claim if no other party has an interest in the said
claim that is in good standing and on record.  There is no formal
agreement between us and/or our subsidiary and the Government of Newfoundland
and Labrador.





The Crow
Hill claim is administered under the Mineral Act of Newfoundland and
Labrador.  Our interest in the Crow Hill mineral claim will continue
for up to twenty years provided that the minimum required expenditures toward
exploration work on the claim are made in compliance with the
Act.  The required amount of expenditures toward exploration work is
set by the Province of Newfoundland and Labrador and can be altered in its sole
discretion.  Currently, the




3
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amount
required to be expended annually for exploration work within the first year that
the mineral claim is acquired is $200 per claim.  The required
expenditures per claim increase gradually each year up to a maximum of $1,200
per claim for the sixteenth year and beyond.  Within 60 days following
the anniversary date of the claim, an assessment report on the work performed
must be submitted to the Mineral Claims Recorder.  Every five years,
renewal fee of between $25 and $100 per claim is also required.





We
selected the Crow Hill mineral property based upon an independent geological
report which was commissioned from Richard A. Jeanne, a Consulting Geologist.
Mr. Jeanne recommended an exploration program on this claim which will cost us
approximately $24,580.





Description
and Location of the Crow Hill mineral claim





The Crow
Hill property is located on the Baie Verte Peninsula on Newfoundland Island,
Canada.  It comprises 575 hectares (1421 acres), approximately
centered at latitude 490 42’ 43"
North, longitude 560 20’ 25"
West (UTM Zone 21, 547565 Easting - 5506598 Northing).  It lies within
the area covered by NTS map sheet 12H09.





The
Government of Newfoundland and Labrador owns the land covered by the Crow Hill
mineral claim. Currently, we are not aware of any native land claims that might
affect the title to the mineral claim or to Newfoundland and Labrador’s title of
the property. Although we are unaware of any situation that would threaten this
claim, it is possible that a native land claim could be made in the future. The
federal and provincial government policy at this time is to consult with all
potentially affected native bands and other stakeholders in the area of any
potential commercial production. If we should encounter a situation where a
native person or group claims and interest in this claim, we may choose to
provide compensation to the affected party in order to continue with our
exploration work, or if such an option is not available, we may have to
relinquish any interest that we hold in this claim.





Geological
Exploration Program in General





We have
obtained an independent Geological Report and have acquired a 100% ownership
interest in the Crow Hill mineral claim. Richard A. Jeanne, Consulting
Geologist, has prepared this Geological Report and reviewed all available
exploration data completed on this mineral claim.





Mr.
Jeanne is a geologist with offices at 3055 Natalie Street, Reno Nevada, 89509.
He has a B.S.  in Geology from Northern Arizona University and an M.A.
in Geology from Boston University with over 27 years experience since
graduation.  Mr. Jeanne is a Certified Professional Geologist with the
American Institute of Professional Geologists (Certificate Number
8397).





The
property that is the subject of the Crow Hill mineral claim is undeveloped and
does not contain any open-pit or underground mines which can be rehabilitated.
There is no commercial production plant or equipment located on the property
that is the subject of the mineral claim. Currently, there is no power supply to
the mineral claims. We have not yet commenced the field work phase of our
initial exploration program.   Exploration is currently in the
planning stages.  Our exploration program is exploratory in nature and
there is no assurance that mineral reserves will be found.  The
details of the Geological Report are provided below.





4
 Table of Contents




Crow
Hill Mineral Claim Geological Report, Dated January 9, 2008





A primary
purpose of the geological report is to review information, if any, from the
previous exploration of the mineral claims and to recommend exploration
procedures to establish the feasibility of commercial production project on the
mineral claims.  The summary report lists results of the history of
the exploration of the mineral claims, the regional and local geology of the
mineral claims and the mineralization and the geological formations identified
as a result of the prior exploration.  The summary report also gave
conclusions regarding potential mineralization of the mineral claims and
recommended a further geological exploration program.





Exploration
Potential of the Crow Hill Mineral Claim





The Crow
Hill property is located within an area of widespread gold
mineralization.  Four occurrences of gold have been discovered on the
property by previous workers.  At the time this previous exploration
was conducted, the price of gold was less that US$ 400 per ounce  and
the grades encountered were not significant enough to justify continued
exploration.  Today's gold prices exceed US$ 850 per ounce, so many
deposits that were sub-economic in the 1980's and 1990's are now being
reevaluated.





Much of
the area east and south of the Crow Hill property is covered by current claims
owned by various competitors. The extent of current exploration activities in
the area is unknown to this author.  Potential for bonanza grade
mineralization being discovered in the region is excellent.  The high
grade sample that assayed 105.3 g/t Au reported by Noranda-Muscocho joint
venture geologists was collected from quartz float on the east side of Micmac
Lake, about 20 km south of Crow Hill.  The Micmac Lake area is
currently covered by a competitor's valid claims.





Gold
mineralization has been documented by Noranda-Muscocho geologists on the Crow
Hill property.  Anomalies revealed by reconnaissance sampling were
followed up by trenching and drilling. In the south zone, they recognized a 20 x
70 meter zone of quartz-sericite altered felsic volcanic rocks and a second,
parallel zone to the east.  Analyses ranged to 1.03 g/t Au from a 12 m
channel sample and 1.87 g/t Au over 11.0 m from a diamond drill
hole.  From one of the trenches, a 1 m interval assayed 6.0 g/t Au and
a grab sample yielded  16.0 g/t Au.  Samples of mineralized
float from the area assayed up to 5.6 g/t Au.





The
alteration zone in the northern part of the property, exposed by seven trenches,
is up to 20 m wide and has been traced for a strike length of 365
m.  In addition to samples collected from the trenches, the zone was
tested by two diamond drill holes.  Assays from channel samples from
the north zone included 2.27 g/t Au over 8.0 m and 1.1 g/t over 10
m.  No analytical data from the drilling is reported.





The
region is underlain by rocks of the Omineca tectonic belt.  West of
the claim are the Rossland and Ymir group rocks of Early Jurassic age, and to
the east are rocks of the North American Terrane comprised of the Middle
Proterozoic Windermere Supergroup and Lower Cambrian
Quartzite Range and Reno formations.  In the vicinity of the claim,
and structurally overlying the Quartzite Range and Reno formations, are rocks of
the Kootenay terrane comprised of the Lardeau Group and the Laib and Active
formations.  The claim itself appears to be underlain by the Active
Formation.





5
 Table of Contents




Access to
the property can be gained by traveling north on highway 410 approximately 25 km
from its intersection with Trans-Canada Highway 1 to a secondary road extending
eastward toward Middle Arm.  At this point, highway 410 crosses two
corners of the claim.  The secondary road crosses the north central
portion of the claim block and 4x4 trails extending north and south from this
road provide access to most of the property.





The area
typically is blanketed with snow during the winter months but during the
remainder of the year the climate is moderate.  The property is dotted
with numerous ponds, streams and boggy areas.





Groceries
and general supplies and services such as restaurants and lodging are available
in the town of Baie Verte, about an hour's drive north from the
property.  A power line parallels Route 410, from which electrical
power could probably be obtained if necessary.  Naturally occurring
surface water for drilling or other exploration needs should be readily
available within a short distance from most any location on the
property.





The claim
is underlain by terrain of modest slopes and relief between the approximate
elevations of 150 m and 400 m above sea level.  No visit to the
property has been made by us or our consulting geologists, so the current extent
of vegetative cover is uncertain.  Descriptions of the property,
however, indicate that it is covered with a dense growth of spruce and balsam
fir, with minor birch and aspen.





Recommendations
From Our Consulting Geologist





In order
to evaluate the exploration potential of the Crow Hill claim, our consulting
geologist has recommended a thorough review of the literature of the region to
provide background information on the local and regional geology.  In
addition, our geologist has recommended on site surface reconnaissance, mapping,
sampling, and trenching to be followed by geochemical analyses of the samples to
be taken.  The primary goal of the exploration program is to identify
sites for exploratory drilling.





While we
have not commenced the field work phase of our initial exploration program, we
intend to proceed with the initial exploratory work as
recommended.  Upon our review of the results, we will assess whether
the results are sufficiently positive to warrant additional phases of the
exploration program.  We will make the decision to proceed with any
further programs based upon our consulting geologist’s review of the results and
recommendations.  In order to complete significant additional
exploration beyond the currently planned Phase I and Phase II, we will need to
raise additional capital.




6
 Table of Contents





Competition





The
mineral exploration industry, in general, is intensely competitive and even if
commercial quantities of reserves are discovered, a ready market may not exist
for the sale of the reserves.





Most
companies operating in this industry are more established and have greater
resources to engage in the production of mineral claims.  We were
incorporated on July 24, 2007 and our operations are not
well-established.  Our resources at the present time are
limited.  We may exhaust all of our resources and be unable to
complete full exploration of the Crow Hill mineral claim.  There is
also significant competition to retain qualified personnel to assist in
conducting mineral exploration activities.   If a commercially
viable deposit is found to exist and we are unable to retain additional
qualified personnel, we may be unable to enter into production and achieve
profitable operations.  These factors set forth above could inhibit
our ability to compete with other companies in the industry and entered into
production of the mineral claim if a commercial viable deposit is found to
exist.





Numerous
factors beyond our control may affect the marketability of any substances
discovered.  These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes, royalties, land
tenure, land use, importing and exporting of minerals and environmental
protection.  The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result our not receiving an
adequate return on invested capital.





Compliance
with Government Regulation





The main
agency that governs the exploration of minerals in the Province of Newfoundland
and Labrador is the Department of Natural Resources.





The
Department of Natural Resources manages the development of Newfoundland and
Labrador’s mineral resources, and implements policies and programs respecting
their development while protecting the environment. In addition, the Department
regulates and inspects the exploration and mineral production industries in
Newfoundland and Labrador to protect workers, the public and the
environment.





The
material legislation applicable to Alba Mineral Exploration, Inc. is the Mineral
Act of Newfoundland and Labrador. Any person who intends to conduct an
exploration program on a staked or licensed area must submit prior notice with a
detailed description of the activity to the Department of Natural Resources. An
exploration program that may result in major ground disturbance or disruption to
wildlife or wildlife habitat must have an Exploration Approval from the
department before the activity can commence.





We will
also have to sustain the cost of reclamation and environmental remediation for
all exploration work undertaken.  Both reclamation and environmental
remediation refer to putting disturbed ground back as close to its original
state as possible.  Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of




7
 Table of Contents




exploration
activities.  Environmental remediation refers to the physical activity
of taking steps to remediate, or remedy any environmental damage caused such as
refilling trenches after sampling or cleaning up fuel spills.  Our
initial exploration program does not require any reclamation or remediation
because of minimal disturbance to the ground.  The amount of these
costs is not known at this time because we do not know the extent of the
exploration program we will undertake, beyond completion of the recommended
exploration phase described above, or if we will enter into production on the
property. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on our earnings or competitive position in
the event a potentially-economic deposit is discovered.





Employees





We
currently have no employees other than our president and CEO, Mr. Gibson. We
conduct our business largely through agreements with consultants and other
independent third party vendors.





Research
and Development Expenditures





We have
not incurred any research or development expenditures since our
incorporation.





Subsidiaries





We
conduct our business operations in Canada through our wholly-owned Canadian
subsidiary, Alba Mineral Exploration, Inc., an Alberta corporation (“Alba
Canada”).  Alba Canada, which holds our interest in the Crow Hill
mineral claim, was incorporated under the laws of the Province of Alberta on
August 26, 2007.  Our sole officer and director, Mr. Owen Gibson, also
serves as the sole officer and director of Alba Canada.





Patents
and Trademarks





We do not
own, either legally or beneficially, any patent or trademark.





Item 1A.   Risk Factors.





A smaller
reporting company is not required to provide the information required by this
Item.





Item 1B.   Unresolved Staff Comments





A smaller
reporting company is not required to provide the information required by this
Item.





8
 Table of Contents




Item 2.   Property





Description
of Property





The Crow
Hill property is located on the Baie Verte Peninsula on Newfoundland Island,
Canada.  It comprises 575 hectares (1421 acres), approximately
centered at latitude 490 42’ 43" North, longitude 560 20’ 25" West (UTM Zone 21,
547565 Easting - 5506598 Northing).  It lies within the area covered
by NTS map sheet 12H09.







Figure 1.  Location
map of the Crow Hill property




9
 Table of Contents









Figure 2.  Claim
plan, Crow Hill property, outlined in blue.




Corporate
Offices





Our
corporate offices are located at 2 Mic Mac Place, Lethbridge, Alberta,
Canada T1K 5H6. Our offices are provided at no cost.





Item 3.   Legal Proceedings





We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.





Item 4.   Submission of Matters to a Vote of Security
Holders





No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended December 31, 2008.




10
 Table of Contents




PART II





Item 5.    Market for Registrant’s Common Equity and
Related Stockholder Matters and Issuer Purchases of Equity
Securities





Market
Information





Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “ABMX.”





The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.





Fiscal
      Year Ending December 31, 2008Quarter
      Ended
            
            High
      $
            
            Low
      $December
      31, 2008
            
            n/a
            
            n/aSeptember
      30, 2008
            
            n/a
            
            n/aJune
      30, 2008
            
            n/a
            
            n/aMarch
      31, 2008
            
            n/a
            
            n/a




Penny
Stock





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.





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The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.





In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.





These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.





Holders
of Our Common Stock





As of
March 10, 2009, we had 5,033,450shares of our common
stock issued and outstanding, held by 34 shareholders of
record.





Dividends





There are
no restrictions in our articles of incorporation or bylaws that restrict us from
declaring dividends. The Delaware General Corporation Law (the “DGCL”) provides
that a corporation may pay dividends out of surplus, out the corporation's net
profits for the preceding fiscal year, or both provided that there remains in
the stated capital account an amount equal to the par value represented by all
shares of the corporation's stock raving a distribution preference.





We have
not declared any dividends, and we do not plan to declare any dividends in the
foreseeable future.





Securities
Authorized for Issuance under Equity Compensation Plans





We have
not adopted any equity compensation or incentive plans at this
time.





Recent
Sales of Unregistered Securities





None.





Item 6.   Selected Financial Data





A smaller
reporting company is not required to provide the information required by this
Item.





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Item 7.  Management’s Discussion and Analysis of Financial
Condition and Results of Operations





Forward-Looking
Statements





Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.





Plan
of Operation





Our
business plan is to proceed with the exploration of the Crow Hill mineral claim
to determine whether there are commercially exploitable reserves of gold or
other metals.  We intend to proceed with the initial exploration
program as recommended by our consulting geologist. The recommended geological
program will cost a total of approximately $24,580. We had $21,430 in working
capital as of December 31, 2008.





Phase I
will consist of a review of the geologic literature pertinent to the Crow Hill
property, as well as on site surface reconnaissance, mapping, sampling, and
geochemical analyses.  This phase of the program will cost
approximately $11,290.  We currently anticipate commencing this phase
of exploration in the Summer of 2009.





Phase II
will entail on-site trenching, mapping and sampling, followed by geochemical
analyses of the samples taken and compilation of the data.  The Phase
II program will cost approximately $13,290.  We anticipate commencing
this phase in the late Summer or early Fall of 2009.





13
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We have
not retained a geologist to conduct any of the anticipated exploration
work.





Once we
receive the analyses of our initial exploration program, our board of directors,
in consultation with our consulting geologist will assess whether to proceed
with additional mineral exploration programs.  In making this
determination to proceed with a further exploration, we will make an assessment
as to whether the results of the initial program are sufficiently positive to
enable us to proceed.  This assessment will include an evaluation of
our cash reserves after the completion of the initial exploration, the price of
minerals, and the market for the financing of mineral exploration projects at
the time of our assessment.





In the
event our board of directors, in consultation with our consulting geologist,
chooses to conduct further mineral exploration programs beyond the initial
program, we will require additional financing.  While we have
sufficient funds on hand to cover the bulk of the currently planned exploration
costs, we will require additional funding in order to cover our administrative
expenses and undertake further exploration programs on the Crow Hill mineral
claim and to cover all of our anticipated administrative expenses.





In order
to cover the administrative expenses associated with our operations, and in the
event that additional exploration programs on the Crow Hill claim are
undertaken, we anticipate that additional funding will be required in the form
of equity financing from the sale of our common stock and from loans from our
director.  We cannot provide investors with any assurance, however,
that we will be able to raise sufficient funding from the sale of our common
stock to fund all of our anticipated expenses.  We do not have any
arrangements in place for any future equity financing.  We believe
that outside debt financing will not be an alternative for funding exploration
programs on the Crow Hill property. The risky nature of this enterprise and lack
of tangible assets other than our mineral claim places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time as an economically viable mine can be demonstrated.





In the
event the results of our initial exploration program proves not to be
sufficiently positive to proceed with further exploration on the Crow Hill
mineral claim, we intend to seek out and acquire interests in North American
mineral exploration properties which, in the opinion of our consulting
geologist, offer attractive mineral exploration
opportunities.  Presently, we have not given any consideration to the
acquisition of other exploration properties because we have not yet commenced
our initial exploration program and have not received any results.





During
this exploration stage Mr. Gibson, our President, will only be devoting
approximately five to ten hours per week of his time to our
business.  We do not foresee this limited involvement as negatively
impacting our company over the next twelve months as all exploratory work is
being performed by outside consultants.  If, however, the demands of
our business require more business time of Mr. Gibson such as raising additional
capital or addressing unforeseen issues with regard to our exploration efforts,
he is prepared to devote more time to our business. However, he may not be able
to devote sufficient time to the management of our business, as and when
needed.





14
 Table of Contents





Mineral
Exploration Program





In order
to evaluate the exploration potential of the Crow Hill claim, our consulting
geologist has recommended a thorough review of the literature of the region to
provide background information on the local and regional geology.  In
addition, our geologist has recommended site surface reconnaissance, mapping,
sampling, and trenching to be followed by geochemical analyses of the samples to
be taken.  The primary goal of the exploration program is to identify
sites for exploratory drilling.





Exploration
      BudgetPhase
      I
            Exploration
      ExpenditureReview
      of geologic literature, compilation of maps & cross
      sections
            $3,000On
      site surface reconnaissance, mapping and sampling
            $4,200Geochemical
      Analyses
            $1,800Other
      expenses
            $2,290Phase IIOn
      site trenching, mapping, and sampling
            $8,000Geochemical
      Analyses
            $1,800Data
      compilation and report preparation
            $1,200Other
      expenses
            $2,290Total,
      Phases I and II
            $24,580





While we
have not commenced the field work phase of our initial exploration program, we
intend to proceed with the initial exploratory work as
recommended.  Upon our review of the results, we will assess whether
the results are sufficiently positive to warrant additional phases of the
exploration program.  We will make the decision to proceed with any
further programs based upon our consulting geologist’s review of the results and
recommendations.  In order to cover our anticipated administrative
costs and in order to complete significant additional exploration beyond the
currently planned Phase I and Phase II, we will need to raise additional
capital.





We do not
have plans to purchase any significant equipment or change the number of our
employees during the next twelve months.





We have
no employees other than our president and CEO, Mr. Gibson. We conduct our
business largely through agreements with consultants and other independent third
party vendors.





15
 Table of Contents




Results
of Operations for the years ended December 31, 2008 and 2007





We have
not earned any revenues since the inception of our current business
operations.  We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable
levels of mineral resources on our mineral properties, or if such resources are
discovered, that we will enter into commercial production.





We
incurred operating expenses and net losses in the amount of $36,941 for the year
ended December 31, 2008 (our first full fiscal year) and in the amount of $959
for the year ended December 31, 2007.  We have incurred total
operating expenses and net losses in the amount of $37,900 from Inception on
July 24, 2007 through December 31, 2008.  Our losses are attributable
to operating expenses together with a lack of any revenues at our current state
of development.  We anticipate our operating expenses will increase as
we continue with our plan of operations.  The increase will be
attributable to continuing with the geological exploration programs for our
mineral claim.





Liquidity
and Capital Resources





As of
December 31, 2008, we had current assets in the amount of $21,430, consisting
entirely of cash and current liabilities of $23,985. Thus, we had a working
capital deficit of $2,555 as of December 31, 2008.





We do not
anticipate earning revenues until such time that enter into commercial
production of our mineral property. We are presently in the exploration stage of
our business and we can provide no assurance that we will discover commercially
exploitable levels of mineral resources our mineral property, or if such
resources are discovered, that we will enter into commercial
production.





Going
Concern





We have
not attained profitable operations and will be dependent upon obtaining
financing to pursue significant exploration activities beyond those currently
planned as outlined herein.  For these reasons, our auditors stated in
their report that they have substantial doubt we will be able to continue as a
going concern. Our ability to raise additional capital through the future
issuances of the common stock or other methods is unknown. The obtainment of
additional financing, the successful development of our contemplated plan of
operations, and our transition, ultimately, to the attainment of profitable
operations are necessary for us to continue operations.  For these
reasons, our auditors stated in their report that they have substantial doubt we
will be able to continue as a going concern.





Off
Balance Sheet Arrangements





As of
December 31, 2008, there were no off balance sheet arrangements.





16
 Table of Contents




Item 7A.   Quantitative and Qualitative Disclosures About
Market Risk





A smaller
reporting company is not required to provide the information required by this
Item.





Item 8.   Financial Statements and Supplementary
Data





See the
financial statements annexed to this annual report.





Item
9.   Changes In and Disagreements with Accountants on Accounting
and FinancialDisclosure





No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending December 31, 2008.





Item 9A(T).  Controls and Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2008.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, Mr. Owen Gibson.  Based upon
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of December 31, 2008, our disclosure controls and procedures
are effective.  There have been no significant changes in our internal
controls over financial reporting during the quarter ended December 31, 2008
that have materially affected or are reasonably likely to materially affect such
controls.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further, the
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent




17
 Table of Contents




limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
Over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.





Management’s
Annual Report on Internal Control over Financial Reporting





This
annual report does not include a report of management's assessment regarding
internal control over financial reporting or an attestation report of the
company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission for newly public
companies.





Changes
in Internal Control over Financial Reporting





During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.





Item 9B.   Other Information





None


PART III





Item 10.  Directors, Executive Officers and Corporate
Governance





The
following information sets forth the names of our current directors and
executive officers, their ages as of March 10, 2009 and their present
positions.





Name
            Age
            Position(s)
      and Office(s) HeldOwen
      Gibson
            54
            President,
      Chief Executive Officer, Chief Financial Officer, and
    Director





Set forth
below is a brief description of the background and business experience of each
of our current executive officers and directors.





Owen Gibson.  Mr.
Gibson is our CEO, CFO, President, Secretary, Treasurer and sole director. Mr.
Gibson is a graduate of the Alberta Institute of Technology with a
degree in Business Administration, Marketing.  He was employed by
McCain Foods Ltd. from 1979 to 1981, where he was responsible for retail and
institutional sales in the Calgary area.  Mr. Gibson left McCain Foods Ltd.
1981 and worked for Canadian Landmasters Resource Services Ltd. of Calgary as a
Land Agent in the oil and gas industry from 1981 to1983. In that position, he
was responsible for




18
 Table of Contents




acquiring
surface leases, pipeline right of ways, and other rights throughout
Alberta.  From 1983 to 1988, Mr. Gibson worked for UMA Engineering
Ltd., Lethbridge, where he worked in their survey department and was
contracted out to Irrigation Districts to negotiate land requirements for
irrigation canal rehabilitation.  From 1988 to the present, Mr. Gibson
has worked at Alberta Environment, Water Management Operations., an agency
assigned with responsibility for managing, operating and maintaining the
Provincially-owned water management infrastructure in Alberta.  He is
currently Land and Contract Management Coordinator, Southern Region. In
that position, he is responsible for administration of all the Water Management
infrastructure land base and service contracts.





Directors





Our
bylaws authorize no less than one (1) director.  We currently have one
Director.





Term
of Office





Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws.  Our officers are appointed by our board of directors
and hold office until removed by the board.





Family
Relationships





There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.





Involvement
in Certain Legal Proceedings





To  the
best of our knowledge, during the past five years, none of the
following  occurred  with  respect  to a
present or former director, executive officer, or  employee: (1) any
bankruptcy petition filed by or against any business  of which such
person was a general partner or executive officer either
at  the  time  of the bankruptcy or within two
years prior to that time; (2) any conviction in a
criminal  proceeding  or  being subject to a
pending criminal
proceeding  (excluding  traffic  violations and
other minor offenses); (3) being subject  to  any order,
judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in  any  type of business, securities or banking
activities; and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil
action), the SEC or the
Commodities  Futures  Trading  Commission  to  have  violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.





Audit
Committee





We do not
have a separately-designated standing audit committee. The entire Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of what would
generally be performed by an audit committee. The Board approves the
selection of our independent accountants and meets and interacts with the
independent accountants to discuss issues related to financial reporting. 
In addition, the Board reviews the scope and results of the audit with the
independent accountants, reviews with management and the independent accountants
our annual operating results, considers the adequacy of our internal accounting
procedures and considers other auditing and accounting matters including fees to
be paid to the independent auditor and the performance of the independent
auditor.





19
 Table of Contents




Code
of Ethics





As
of December 31, 2008, we had not adopted a Code of Ethics for Financial
Executives, which would include our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions.





Item 11.  Executive Compensation





Compensation
Discussion and Analysis





The
Company presently not does have employment agreements with any of its named
executive officers and it has not established a system of executive compensation
or any fixed policies regarding compensation of executive
officers.  Due to financial constraints typical of those faced by a
development stage mineral exploration business, the company has not paid any
cash and/or stock compensation to its named executive officers





Our
current named executive officer holds substantial ownership in the Company and
is motivated by a strong entrepreneurial interest in developing our operations
and potential revenue base to the best of his ability.   As our
business and operations expand and mature, we may develop a formal system of
compensation designed to attract, retain and motivate talented
executives.





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to each named
executive officer for our last two completed fiscal years for all services
rendered to us.





SUMMARY
      COMPENSATION TABLEName
              and
              principal
              position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
      Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Owen
      Gibson,
              CEO,
      CFO, President, Secretary-Treasurer, & Director
            2008
              2007
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0




Narrative
Disclosure to the Summary Compensation Table





Our named
executive officers do not currently receive any compensation from the Company
for their service as officers of the Company.





20
 Table of Contents





Outstanding
Equity Awards At Fiscal Year-end Table





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer outstanding as of the end
of our last completed fiscal year.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Shares
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Shares
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Shares
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Shares
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)Owen
      Gibson
            0
            0
            0
            0
            0
            0
            0
            0
            0




Compensation
of Directors Table





The table
below summarizes all compensation paid to our directors for our last completed
fiscal year.





DIRECTOR
      COMPENSATIONName
            Fees
      Earned or
              Paid
      in
              Cash
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Owen
      Gibson
            0
            0
            0
            0
            0
            0
            0








Narrative
Disclosure to the Director Compensation Table





Our
directors do not currently receive any compensation from the Company for their
service as members of the Board of Directors of the Company.





21
 Table of Contents




Item
12.  Security Ownership of Certain Beneficial Owners and Management
and RelatedStockholder
Matters





The
following table sets forth, as of March 10, 2009, the beneficial ownership of
our common stock by each executive officer and director, by each person known by
us to beneficially own more than 5% of the our common stock and by the executive
officers and directors as a group. Except as otherwise indicated, all shares are
owned directly and the percentage shown is based on 5,033,450 shares of common
stock issued and outstanding on March 10, 2009.




Title of class
            Name
      and addressof beneficial owner
            Amount
      ofbeneficial ownership
            Percentof class*Common
            Owen
      Gibson
              2
      Mic Mac Place
              Lethbridge,
      AB  T1K 5H6
            2,400,000
            47.68%Common
            Total all executive officers
      and directors
            2,400,000
            47.68%Common
            5%
ShareholdersNone




As used
in this table, "beneficial ownership" means the sole or shared power to vote, or
to direct the voting of, a security, or the sole or shared investment power with
respect to a security (i.e., the power to dispose of, or to direct the
disposition of, a security). In addition, for purposes of this table, a person
is deemed, as of any date, to have "beneficial ownership" of any security that
such person has the right to acquire within 60 days after such
date.





The
persons named above have full voting and investment power with respect to the
shares indicated.  Under the rules of the Securities and Exchange
Commission, a person (or group of persons) is deemed to be a "beneficial owner"
of a security if he or she, directly or indirectly, has or shares the power to
vote or to direct the voting of such security, or the power to dispose of or to
direct the disposition of such security.  Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A person is
also deemed to be a beneficial owner of any security, which that person has the
right to acquire within 60 days, such as options or warrants to purchase our
common stock.





Item 13.   Certain Relationships and Related
Transactions, and Director Independence





None of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:





·
            Any
      of our directors or officers;


·
            Any
      person proposed as a nominee for election as a
  director;


·
            Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 10% of the voting rights attached to our outstanding shares of common
      stock;


·
            Any
      of our promoters;


·
            Any
      relative or spouse of any of the foregoing persons who has the same house
      address as such person.





22
 Table of Contents




Item 14.   Principal Accounting Fees and
Services





Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:





Financial
      Statements for the Year Ended June 30
            Audit
      Services
            Audit
      Related Fees
            Tax
      Fees
            Other
      Fees2008
            $6,875
            $0
            $0
            $02007
            $2,000
            $0
            $0
            $0





PART IV





Item 15.   Exhibits, Financial Statements
Schedules





Index to
Financial Statements Required by Article 8 of Regulation S-X:





Audited
      Financial Statements:F-1
            Report of Independent Registered Public Accounting
      FirmF-2
            Consolidated Balance Sheets as of December 31,
      2008  and 2007F-3
            Statements of Operations for the years ended December 31, 2008
      and 2007 and period from inception to December 31,
  2008F-4
            Statement of Stockholders’ Equity for period from inception to
      December 31, 2008F-5
            Statements of Cash Flows for the years ended December 31, 2008
      and 2007 and period from inception to December 31,
  2008F-6
            Notes to Financial
Statements




Exhibit
      Number
            Description3.1
            Articles
      of Incorporation, as amended (1)3.2
            Bylaws,
      as amended23.1
            Consent of Moore & Associates, Chtd., Certified
      Public Accountants31.1
            Certification of Chief Executive Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification of Chief Financial Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





(1) Incorporated
by reference to the Registration Statement on Form S-1/A filed April 23,
2008.




23
 Table of Contents





SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Alba
Mineral Exploration, Inc.




By:
            /s/Owen GibsonOwen
      Gibson
              President,
      Chief Executive Officer,and
      sole DirectorMarch
      31, 2009





In
accordance with Section 13 or 15(d) of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:




By:
            /s/Owen GibsonOwen
      Gibson
              President,
      Chief Executive Officer,and
      sole DirectorMarch
      31, 2009




Table of Contents


MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB REGISTERED
 
 
 REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors
 Alba
Mineral Exploration, Inc.
 (An
Exploration Stage Company)
 
 
 We have
audited the accompanying balance sheets of Alba Mineral Exploration, Inc. (An
Exploration Stage Company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity (deficit) and cash flows for the
years then ended and since inception on July 24, 2007 through December 31, 2007
and 2008. These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Alba Mineral Exploration, Inc. (An
Exploration Stage Company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity (deficit) and cash flows for the
years then ended and since inception on July 24, 2007 through December 31, 2007
and 2008, in conformity with accounting principles generally accepted in the
United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has insufficient capital resources and
inconsistent revenues, which raises substantial doubt about its ability to
continue as a going concern.  Management’s plans concerning these
matters are also described in Note 2.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 /s/ Moore
& Associates, Chartered
 Moore
& Associates Chartered
 Las
Vegas, Nevada
 March 26,
2009
 
 6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
  F-1
 Table of Contents
 ALBA
MINERAL EXPLORATION, INC.
 (An Exploration Stage Company) Balance Sheets


ASSETSDecember
      31,2008
              
              December
      31,
                  2007CURRENT
      ASSETSCash
              $
              21,430
              
              $
              34,386Total
      Current Assets
              
              21,430
              
              
              34,386OTHER
      ASSETSMineral
      properties
              
              -
              
              
              -Total
      Other Assets
              
              -
              
              
              -TOTAL
      ASSETS
              $
              21,430
              
              $
              34,386LIABILITIES AND
      STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
              $
              23,985
              
              $
              -Total
      Current Liabilities
              
              23,985
              
              $
              -STOCKHOLDERS'
      EQUITYCommon
      stock; 75,000,000 shares authorized,at $0.001 par value, 5,033,450
      shares issued and outstanding
              
              5,033
              
              
              5,033Additional
      paid-in capital
              
              30,312
              
              
              30,312Deficit
      accumulated during the exploration stage
              
              (37,900)
              
              
              (959)Total
      Stockholders' Equity
              
              2,555
              
              
              34,386TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              $
              21,430
              
              $
              34,386




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


F-2
 Table of Contents


ALBA
MINERAL EXPLORATION, INC. (An Exploration Stage Company) Statements of Operations




For the YearEndedDecember
      31,2008
              
              From InceptionOn July
      24,2007,
      ThroughDecember
      31,2007
              
              From Inceptionon July
      24,2007
      ThroughDecember
      31,2008REVENUES
              $
              -
              
              $
              -
              
              $
              -OPERATING
      EXPENSESGeneral
      and administrative
              
              36,941
              
              
              959
              
              
              37,900Total
      Operating Expenses
              
              36,941
              
              
              959
              
              
              37,900LOSS
      FROM OPERATIONS
              
              (36,941)
              
              
              (959)
              
              
              (37,900)PROVISION
      FOR INCOME TAXES
              
              -
              
              
              -
              
              
              -NET
      LOSS
              $
              (36,941)
              
              $
              (959)
              
              $
              (37,900)BASIC
      LOSS PER SHARE
              $
              (0.01)
              
              $
              (0.00)WEIGHTED
      AVERAGE NUMBEROF SHARES OUTSTANDING
              
              5,033,450
              
              
              2,516,725




The
accompanying notes are an integral part of these financial
statements


F-3
 Table of Contents


ALBA
MINERAL EXPLORATION, INC. (An Exploration Stage Company) Statements of Stockholders' Equity


Common
      Stock
              AdditionalPaid-in
              
              DeficitAccumulatedDuring
      theExploration
              
              TotalStockholders'Shares
              
              Amount
              
              Capital
              
              Stage
              
              EquityBalance
      at inception onJuly 24, 2007
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Common
      stock issued forcash at $0.001 per share on September 4,
      2007
              2,400,000
              
              
              2,400
              
              
              -
              
              
              -
              
              
              2,400Common
      stock issued forcash at $0.01 per share on November 9,
      2007
              2,560,000
              
              
              2,560
              
              
              23,040
              
              
              -
              
              
              25,600Common
      stock issued forcash at $0.10 per share on November 27,
      2007
              73,450
              
              
              73
              
              
              7,272
              
              
              -
              
              
              7,345Net
      loss from inceptionthrough December 31, 2007
              -
              
              
              -
              
              
              -
              
              
              (959)
              
              
              (959)Balance,
      December 31, 2007
              5,033,450
              
              
              5,033
              
              
              30,312
              
              
              (959)
              
              
              34,386Net
      loss for the year endedDecember 31,
2008
              -
              
              
              -
              
              
              -
              
              
              (36,941)
              
              
              (36,941)Balance,
      December 31, 2008
              5,033,450
              
              $
              5,033
              
              $
              30,312
              
              $
              (37,900)
              
              $
              2,555


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


F-4
 Table of Contents


ALBA
MINERAL EXPLORATION, INC. (An Exploration Stage Company) Statements of Cash Flows


For
      the YearEndedDecember
      31,2008
              
              From
      Inceptionon July
      24,2007
      ThroughDecember
      31,2007
              
              From
      Inceptionon July
      24,2007
      ThroughDecember
      31,2008OPERATING
      ACTIVITIESNet
      loss
              $
              (36,941)
              
              $
              (959)
              
              $
              (37,900)Adjustments
      to reconcile net loss to cash flowsfrom
      operating activities:
              
              -
              
              
              -
              
              
              -Changes
      in operating assets and liabilites:Accounts
      payable
              
              23,985
              
              
              -
              
              
              23,985Net
      Cash Used inOperating
      Activities
              
              (12,956)
              
              
              (959)
              
              
              (13,915)INVESTING
      ACTIVITIES
              
              -
              
              
              -
              
              
              -FINANCING
      ACTIVITIESProceeds
      from issuance of common stock
              
              -
              
              
              35,345
              
              
              35,345Net
      Cash Provided byFinancing
      Activities
              
              -
              
              
              35,345
              
              
              35,345NET
      INCREASE (DECREASE) IN CASH
              
              (12,956)
              
              
              34,386
              
              
              21,430CASH
      AT BEGINNING OF PERIOD
              
              34,386
              
              
              -
              
              
              -CASH
      AT END OF PERIOD
              $
              21,430
              
              $
              34,386
              
              $
              21,430SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
              $
              -
              
              $
              -
              
              $
              -Income
      Taxes
              $
              -
              
              $
              -
              
              $
              -




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


F-5
 Table of Contents


ALBA
MINERAL EXPLORATION, INC.


(An
Exploration Stage Company)
 Notes to Financial Statements
 December
31, 2008 and 2007




NOTE 1 –
NATURE OF ORGANIZATION
 
 a.
              Organization
      and Business Activities
 
 Alba
Mineral Exploration, Inc. (the Company) was organized on July 24, 2007, under
the laws of the State of Delaware, having the purpose of engaging in the mineral
exploration and development. The Company became qualified in the Province of
Alberta Canada on August 26, 2007.
 
 b.
              Depreciation
 
 The cost
of the property and equipment will be depreciated over the estimated useful life
of 5 to 7 years. Depreciation is computed using the straight-line method when
assets are placed in service.  The Company has no fixed assets or
depreciation expense.
 
 c.
              Accounting
      Method
 
 The
Company’s financial statements are prepared using the accrual method of
accounting.  The Company has elected a December 31
year-end.
 
 d.
              Cash
      and Cash Equivalents
 
 For the
purpose of the statements of cash flows, the Company considers all highly liquid
investments purchased with a maturity of three months or less to be a cash
equivalent.
 
 e.
              Estimates
 
 The
preparation 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 reporting
period.
 
 f.
              Revenue
      Recognition
 
 The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.  The Company has
never recognized any revenue.




F-6
 Table of Contents


ALBA
MINERAL EXPLORATION, INC.


(An
Exploration Stage Company)


Notes to
Financial Statements


December
31, 2008 and 2007




NOTE 1 –
NATURE OF ORGANIZATION (CONTINUED)
 
 a.
              Organization
      Costs
 
 The
Company has expensed the costs of its incorporation.
 
 b.
              Advertising
 
 The
Company follows the policy of charging the costs of advertising to expense as
incurred. The Company has not incurred any advertising expense as of December
31, 2008 and 2007.
 
 c.
              Concentrations
      of Risk
 
 The
Company’s bank accounts are deposited in insured institutions. The funds are
insured up to $250,000.  At December 31, 2008, the Company’s bank
deposits did not exceed the insured amounts.
 
 d.
              Basic
      Loss Per Share
 
 The
computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period. The Company has no
common stock equivalents outstanding as of December 31, 2008 and
2007.
 
 For
      the
                Period
      Ended December 31, 2008
              
              For
      the
                Period
      Ended December 31, 2007Loss
      (numerator)
              $
              (12,956)
              
              $
              (959)Shares
      (denominator)
              
              5,033,450
              
              
              2,516,725Per
      share amount
              $
              (0.00)
              
              $
              (0.00)
 
 e.
              Income
      Taxes
 
 Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates.




F-7
 Table of Contents


ALBA
MINERAL EXPLORATION, INC.


(An
Exploration Stage Company)


Notes to
Financial Statements


December
31, 2008 and 2007




NOTE 1 –
NATURE OF ORGANIZATION (CONTINUED)
 
 k.           Income
Taxes (Continued)
 Net
deferred tax assets consist of the following components as of December 31,
2008:
 
 For
      the
                Period
      Ended December 31, 2008
              
              For
      the
                Period
      Ended December 31, 2007Deferred
      tax assetsNOL
      Carryover
              $
              5,427
              
              $
              374Valuation
      allowance
              
              (5,427)
              
              
              (374)Net
      deferred tax assets
              $
              -
              
              $
              -
 
 The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the periods ended December 31, 2008 and
2007.
 
 For
      the
                Period
      Ended December 31, 2008
              
              For
      the
                Period
      Ended December 31, 2007Book
      loss
              $
              (5,053)
              
              $
              (374)Valuation
      allowance
              
              5,053
              
              
              374$
              -
              
              $
              -
  At
December 31, 2008, the Company had net operating loss carry forwards of
approximately $13,915 that may be offset against future taxable income through
2028.  No tax benefit has been reported in the December 31, 2008,
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.
 
 Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
carryforwards for Federal Income tax reporting purposes are subject to annual
limitations.  Should a change in ownership occur, net operating loss
carryforwards may be limited as to use in future years.


F-8
 Table of Contents


ALBA
MINERAL EXPLORATION, INC.


(An
Exploration Stage Company)


Notes to
Financial Statements


December
31, 2008 and 2007




NOTE 2 –
GOING CONCERN
 
 The
Company’s financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of business. The
Company has had no income and generated losses from operations.
 
 In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and
developing a consistent source of revenues. Management’s plans include using the
proceeds from the private placement of shares of its common stock to development
an inventory and a website for its products.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. The accompanying financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.
 
 NOTE 3 –
STOCK OFFERING
 
 The
Company completed three stock offerings during the fiscal year ended December
31, 2007.  On September 4, 2007, the Company issued 2,400,000 shares
of its common stock for cash at $0.001 per share.  On November 9,
2007, the Company issued 2,560,000 shares of its common stock for cash at $0.01
per share.  On November 27, 2007, the Company issued 73,450 shares of
its common stock for cash at $0.10 per share.
 
 NOTE 4 –
NEW ACCOUNTING PRONOUNCEMENTS
 
 In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.




F-9
 Table of Contents


ALBA
MINERAL EXPLORATION, INC.


(An
Exploration Stage Company)


Notes to
Financial Statements


December
31, 2008 and 2007






NOTE 4 –
NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies 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. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee




F-10
 Table of Contents


ALBA
MINERAL EXPLORATION, INC.


(An
Exploration Stage Company)


Notes to
Financial Statements


December
31, 2008 and 2007




NOTE 4 –
NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
 exercise
behavior (e.g., employee exercise patterns by industry and/or other categories
of companies) would, over time, become readily available to companies.
Therefore, the staff stated in SAB 107 that it would not expect a company to use
the simplified method for share option grants after December 31, 2007. The staff
understands that such detailed information about employee exercise behavior may
not be widely available by December 31, 2007. Accordingly, the staff will
continue to accept, under certain circumstances, the use of the simplified
method beyond December 31, 2007. The Company currently uses the simplified
method for “plain vanilla” share options and warrants, and will assess the
impact of SAB 110 for fiscal year 2009. It is not believed that this will have
an impact on the Company’s financial position, results of operations or cash
flows.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—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. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
financial position, results of operations or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to




F-11
 Table of Contents


ALBA
MINERAL EXPLORATION, INC.


(An
Exploration Stage Company)


Notes to
Financial Statements


December
31, 2008 and 2007




NOTE 4 –
NEW ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
 business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. An entity
may not apply it before that date. The effective date of this statement is the
same as that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.
 
 In
February 2007, the FASB, issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entities first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.




F-12
 Table of Contents


ALBA
MINERAL EXPLORATION, INC.


(An
Exploration Stage Company)


Notes to
Financial Statements


December
31, 2008 and 2007




NOTE 5 -
MINERAL PROPERTIES
 
 The
Company owns various gold claims in the Province of Newfoundland Canada. The
claims were acquired from the Company’s founding
shareholders. They are
recorded at the cost to the shareholders of
$-0-.