UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 20-F





|[  ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ----------------------------------------------------------------------------------------------



|OR 
|---
|[X]



|OR  
|----
|[  ]



|OR  
|----
|[  ]





Commission file number 0-31195



Alpha Gold Corporation

(Exact name of Registrant as specified in its charter)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



410 Donald Street, Coquitlam, British Columbia, Canada  V3K 3Z8

(Address of principal executive offices)



George Whatley: 604-939-4083; alpha-gold@shaw.ca; 410 Donald St, Coquitlam, BC  V3K 3Z8

(Name, Telephone, E-mail and/or Facsimile and Address of Company Contact Person)



Securities to be registered pursuant to Section 12(b) of the Act:  None



Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)



|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: | None
|------------------------------------------------------------------------------------------ | ----



|Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. | 38,867,814
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|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]
|------------------------------------------------------------------------------------------------------------------------ | -------- | ------



|If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | Yes [  ] | No [X]
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ------



|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ninety days | Yes [X] | No [  ]
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | -------



|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:
|-----------------------------------------------------------------------------------------------------------------------------
|(Check one)   Large accelerated filer [ ]      Accelerated filer [ ]                                                         



|Indicate by check mark which basis of accounting registrant has used to prepare financial statements included in this filing:
|-----------------------------------------------------------------------------------------------------------------------------
|U.S. GAAP [ ]    International Financial Reporting Standards as issued by International Accounting Standards Board  [ ]      



|If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: | Item 17 [X] | Item 18 [  ]
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ------------



|If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes [  ] | No [X]
|--------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ------







Page 1 of 84

Index to Exhibits on Page 53







ALPHA GOLD CORPORATION

FORM 20-F ANNUAL REPORT

FISCAL 2008 ENDED FEBRUARY 29, 2008

TABLE OF CONTENTS



|Part I  |                                                            | Page
|------- | ---------------------------------------------------------- | ----
|Item 1  | Identity of Directors, Senior Management and Advisors      | 4   
|Item 2  | Offer Statistics and Expected Timetable                    | 4   
|Item 3  | Key Information                                            | 4   
|Item 4  | Information on the Company                                 | 12  
|Item 5  | Operating and Financial Review and Prospects               | 25  
|Item 6  | Directors, Senior Management and Employees                 | 32  
|Item 7  | Major Shareholders and Related Party Transactions          | 41  
|Item 8  | Financial Information                                      | 42  
|Item 9  | The Offer and Listing                                      | 43  
|Item 10 | Additional Information                                     | 47  
|Item 11 | Quantitative and Qualitative Disclosures About Market Risk | 50  
|Item 12 | Description of Securities Other Than Equity Securities     | 50  



|Part II  |                                                                              |   
|-------- | ---------------------------------------------------------------------------- | --
|Item 13  | Defaults, Dividend Arrearages and Delinquencies                              | 50
|Item 14  | Material Modifications to the Rights of Security Holders and Use of Proceeds | 50
|Item 15  | Controls and Procedures                                                      | 50
|Item 16  | Reserved                                                                     | 51
|Item 16A | Audit Committee Financial Expert                                             | 51
|Item 16B | Code of Ethics                                                               | 51
|Item 16C | Principal Accountant Fees and Services                                       | 51
|Item 16D | Exemptions from the Listing Standards for Audit Committee                    | 52
|Item 16E | Purchases of Equity Securities by the Company and Affiliated Purchasers      | 52



|Part III |                      |   
|-------- | -------------------- | --
|Item 17  | Financial Statements | 52
|Item 18  | Financial Statements | 52
|Item 19  | Exhibits             | 53
|         | Glossary             | 54













INTRODUCTION

Alpha Gold Corp. is organized under the laws of British Columbia, Canada.  In this Annual Report, the Company, "we", "our", and "us", refer to Alpha Gold Corp. (unless the context otherwise requires).  Summary discussions of documents referred to in this Annual Report may not be complete, and we refer you to the actual documents for more complete information.  Our principal corporate offices are located at 410 Donald Street, Coquitlam, British Columbia, Canada  V3K 3Z8; our telephone number is 604-939-4083.





BUSINESS OF ALPHA GOLD CORPORATION

The Company is engaged, directly and indirectly through subsidiaries, in the acquisition and exploration of mineral properties.  The Company's primary property is a gold-copper exploration property, the Lustdust Property, located in north-central British Columbia.



The Company will not know that a commercially viable mineral deposit, a reserve, exists in the Lustdust Property until sufficient and appropriate exploration work is done and a comprehensive evaluation of such work concludes economic and legal feasibility.  The Company has not reported any revenue from operations since incorporation; as such, the Company is defined as an exploration-stage company.





FINANCIAL AND OTHER INFORMATION

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$ or $).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).





FORWARD-LOOKING STATEMENTS

Certain statements in this document constitute forward-looking statements.  Some, but not all, forward-looking statements can be identified by the use of words such as anticipate, believe, plan, estimate, expect, and intend, statements that an action or event may, might, could, or should be taken or occur, or other similar expressions.  Although the Company has attempted to identify important factors that could cause actual results to differ materially from expected results, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Registrant, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the risks associated with outstanding litigation, if any, risks associated with project development; the need for additional financing; operational risks associated with mining and mineral processing; fluctuations in metal prices; title matters; uncertainties and risks related to carrying on business in foreign countries; environmental liability claims and insurance; reliance on key personnel; the potential for conflicts of interest among certain officer, directors or promoters of the Registrant with certain other projects; the absence of dividends; currency fluctuations; competition; dilution; the volatility of the Registrants common share price and volume; and tax consequences to U.S. Shareholders.  We are obligated to keep our information current and revise any forward-looking statements because of new information, future events or otherwise.











PART I



ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not Applicable



ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable





ITEM 3.  KEY INFORMATION



3.A.1.  Selected Financial Data

3.A.2.  Selected Financial Data

The selected financial data of the Company for Fiscal 2008 Ended 2/29/2008 and Fiscal 2007 Ended 2/28/2007 were derived the financial statements of the Company that were audited by DeVisser Gray LLP, Chartered Accountants.  The selected financial data of the Company for Fiscal 2006 Ended 2/28/2006 were derived from the financial statements of the Company that were audited by MacKay LLP, independent chartered accountants.  These financial statements and their audit reports are included elsewhere in this Annual Report.



The selected financial data for the Company for Fiscal 2005 Ended 2/28/2005 and Fiscal 2004 Ended 2/29/2004 were derived from the financial statements of the Company that were audited by MacKay LLP, independent Chartered Accountants; these financial statements are not included herein.



The auditors conducted their audits in accordance with United States and Canadian generally accepted auditing standards, and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that the auditor plan and perform the audit to obtain reasonable assurance about whether the consolidated 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 consolidated financial statement presentation.  The auditors report states that they believe that their audits provided a reasonable basis for their opinion.



The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.



The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain all available funds for use in its operations and the expansion of its business.









The following table is derived from the financial statements of the Company, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP) and Canadian/USA Generally Accepted Auditing Standards (GAAS).  All material numerical differences between Canadian GAAP and US GAAP, as applicable to the Company, are described in footnotes to the financial statements.



|Table No. 1                    
|-------------------------------
|Selected Financial Data        
|(CDN$, except per share data)  
|                               
|Canadian GAAP                  
|Sales Revenue                  
|Operating Income (Loss)        
|Net (Loss)/Comprehensive (Loss)
|Basic (Loss) Per Share         
|Dividends Per Share            
|Basic Weighted Avg. Shares O/S 
|Period-End Shares O/S          
|Working Capital                
|Investments in Min Properties  
|Expenditures on Min Properties 
|LT Debt                        
|Shareholders Equity           
|Total Assets                   
|US GAAP                        
|Net Income (Loss)(1)           
|Net Income (Loss) Per Share    
|Mineral Properties             
|Shareholders Equity           
|Total Assets                   

(1) Cumulative Net Loss to 2/29/2008 under USGAAP was ($10,993,637).

______________________________________________________________________________________________

______________________________________________________________________________________________









3.A.3.  Exchange Rates

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).



The following table sets forth the exchange rates for the Canadian Dollar at the end of five most recent fiscal years ended the last day of February, the average rates for the period, and the range of high and low rates for the period.  The average rates for the periods, the range of high and low rates for the periods and the closing values for the periods are disclosed.  The data for each month during the most recent six months is also provided.



For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.



|Table No. 2                
|---------------------------
|U.S. Dollar/Canadian Dollar
|Period                     
|June 2008                  
|May 2008                   
|April 2008                 
|March 2008                 
|February 2008              
|January 2008               
|Fiscal Year Ended 2/29/2008
|Fiscal Year Ended 2/28/2007
|Fiscal Year Ended 2/28/2006
|Fiscal Year Ended 2/28/2005
|Fiscal Year Ended 2/29/2004





3.B.  Capitalization and Indebtedness

Not Applicable



3.C.  Reasons For The Offer And Use Of Proceeds

Not Applicable











3.D.  Risk Factors



Alpha Gold Corp. has no Positive Cash Flow and No History of Earnings and is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations:

None of the Companys properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations.  The Company does not know if it will ever generate material revenue from mining operations or if it will ever achieve self-sustaining commercial mining operations.  Historically, the only source of funds available to the Company has been through the sale of its common shares.  Any future additional equity financing would cause dilution to current shareholders.



Need for Additional Financing:

The Company is engaged in the business of exploring mineral properties, and press releases regarding the Companys business, show changes in estimates and evaluations by securities analysts or other events or factors.  In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, has experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies.  For these reasons, the Companys common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control.    If these exploration programs are successful, additional financing will be required to continue exploration and/or to develop the mineral properties identified and to place them into commercial production.  The exploitation of the Companys mineral properties is, therefore, dependent upon the Companys ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means.  Failure to obtain such financing may result in delay or indefinite postponement of work on the Companys mineral properties, as well as the possible loss of such properties.



The Company has No Proven Reserves on the Properties in which it has an interest:

The properties in which the Company has an interest or the concessions in which the Company has the right to earn an interest are in the exploratory stage only and are without a known body of ore.  Properties on which mineral reserves are not found will have to be discarded causing the Company to write each respective property off thus sustaining a loss.



Unsuccessful Exploration Efforts By the Company Could Result in a Significant Negative Effect:

The expenditures to be made by the Company in the exploration of its properties as described herein may not result in discoveries of mineralized material in commercial quantities.  Most exploration projects do not result in the discovery of commercially mineable ore deposits.



There is No Guarantee of Clear Title to Any of the Companys Mineral Properties:

Unregistered agreements or unregistered transfers of title could cause the Company to forfeit its interests in one or more of its property interests.







Federal, Territorial and Local Governmental Regulations:

The current operations of the Company, involves exploration activities on its properties.  These activities currently do not require permits from federal, territorial and local governmental authorities.  There can be no assurance, however, that any future permits which the Company may require will be obtainable on reasonable terms or that such laws and regulations, or that new legislation or modifications to existing legislation, would not have an adverse effect on any exploration project which the Company might undertake.



Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.  Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations.



Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or require abandonment or delays in the exploration of new properties.





Dependence Upon Key Management Employees:

While engaged in the business of exploring mineral properties, the nature of the Companys business, its ability to continue its exploration of potential exploration projects, and to develop a competitive edge in the marketplace, depends, in large part, on its ability to attract and maintain qualified key management personnel.  Competition for such personnel is intense and the Company may not be able to attract and retain such personnel.  The Companys growth will depend, on the efforts of its Senior Management, including its: President/CEO, George Whatley; and its Secretary, Richard Whatley.  Loss of these individuals could have a material adverse effect on the Company.  The Company has no key-man life insurance and no written consulting agreements with Senior Management.



Control by Principal Stockholders, Officers and Directors Could Adversely Affect the Companys Stockholders:

The Companys Senior Management and Directors, acting together, have the ability to control substantially all matters submitted to the Companys stockholders for approval (including the election and removal of directors and any merger, consolidation or sale of all or substantially all of the Companys assets) and to control the Companys management and affairs.  Accordingly, this concentration of ownership may have the effect of delaying, deferring or preventing a change in control of the Company, impeding a merger, consolidation, takeover or other business combination involving the Company or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, which in turn could materially adversely affect the market price of the Companys stock.



Dilution Through Employee/Director/Consultant Options:

Because the success of the Company is highly dependent upon its respective employees, the Company may in the future grant to some or all of its key employees, Directors and consultants options to purchase common shares as non-cash incentives.  To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted.









Possible Dilution to Present and Prospective Shareholders:

The Companys plan of operation, in part, contemplates the accomplishment of business negotiations by the issuance of cash, securities of the Company, or a combination of the two, and possibly, incurring debt.  Any transaction involving the issuance of previously authorized but un-issued shares of common stock, or securities convertible into common stock, would result in dilution, possibly substantial, to present and prospective holders of common stock.



The Lack of Trading Volume Associated with Alpha Gold Corp.s Stock Reduced the Liquidity of the Stock for Investors:

The lack of trading volume of the Companys shares reduces the liquidity of an investment in the Companys shares.  The limited daily trading activity in the Companys stock can make it difficult for investors to readily sell their shares in the open market.



Broker-Dealers May Be Discouraged From Effecting Transactions In Our Common Shares Because They Are Considered Penny Stocks And Are Subject To The Penny Stock Rules:

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD broker-dealers who make a market in "a penny stock".  A penny stock generally includes any non-NASDAQ equity security that has a market price of less than US$5.00 per share.  Our shares are quoted on the TSX Venture Exchange, and the price of our common shares ranged from CDN$0.25 (low) to CDN$0.90 (high) during the period from 2/28/2007 to 2/29/2008.  The closing price of our shares on 2/29/2008 was CDN$0.35.  The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.



Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or accredited investor (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.



In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the US Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.







U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against Us or Our Directors, Controlling Persons and Officers:

It may be difficult to bring and enforce suits against the Company.  The Company is a corporation incorporated in the province of British Columbia under the British Columbia Corporations Act.  A majority of the Company's directors are residents of Canada, and all or substantial portions of their assets are located outside of the United States, predominately in Canada.  As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.





As a "foreign private issuer , the Company is exempt from the Section 14 proxy rules and Section 16 of the 1934 Securities Act May Result in Shareholders Having Less Complete and Timely Data:

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data. The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.







ITEM 4.  INFORMATION ON THE COMPANY



4.A. History and Development of the Company



Introduction

The Companys executive office is located at:

410 Donald Street

Coquitlam, British Columbia, Canada  V3K 3Z8

Telephone: 604-939-7943

Facsimile: 604-939-4981

e-mail: alpha-gold@shaw.ca

Website: http://www.alphagold.bc.ca



The Companys registered office is located at:

Lang Michener

Barristers & Solicitors

1055 West Georgia St., Suite 1500

Vancouver, British Columbia, Canada  V6E 4N7



The contact person is: Mr. George Whatley, President/CEO/Director.



The Company's fiscal year ends the last day of February.



The Company's common shares have traded on the TSX Venture Exchange under the symbol ALQ since 9/20/1990.



The Company has 100,000,000 common shares, with no par value, authorized.  At 2/29/2008, the end of the Company's most recent year, there were 38,867,814 common shares issued and outstanding.  On 6/30/2008 there were 36,867,814 common shares issued and outstanding.



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).





Incorporation, Corporate Changes, and Name Changes.  The Company was incorporated in the Canadian province of British Columbia on 2/25/1985 under the name Info-Stop Communications Inc.  On 9/25/1990, the name was changed to Alpha Gold Corporation; and the Company changed its business focus from an advertising company to a mineral exploration company.  On 3/10/2006, the Company transitioned under the new British Columbia Corporations Act as the legislation under which the company operates.



Important business events include:

a.  Initial Public Offering in 1986 on the Vancouver Stock Exchange;

b. the 1989 and 1992 acquisitions of a 100% interest in the Lustdust Property, a gold-copper prospect located in north-central British Columbia; and

c. the 1994 and 1995 acquisitions of the option to acquire a 100% interest in the Goldbanks Property, 25 lode claims located in Nevada.  During FY2006, the Company abandoned its interest and wrote off all expenditures.



The Company has not had any operating revenue; although, historically it has had annual interest income as a consequence of investing surplus funds pending the completion of exploration programs.  The resource extraction business has historically been cyclical and the prices received for copper and gold have been volatile and, in the case of gold affected by factors and sentiments outside of the cost of production.  The mining business operates in a worldwide market and prices are derived from relatively pure market forces so competition to sell any metals or concentrates produced is not an issue if metals prices warrant production.







Financings.  In the last five years, the Company has financed its operations through funds raised in private placements of common shares and common shares issued upon exercise of share purchase warrants.  Refer to ITEM #10.A.6 for additional information.

|Fiscal Year          | Nature of Share Issuance    | Number of Securities | Gross
Amount
|-------------------- | --------------------------- | -------------------- | ------------
|2009 Thru 6/30/2008  | Nil                         | Nil                  | Nil         
|2008 Ended 2/29/2008 | Private Placement of Units  | 2,801,718            | $1,821,117  
|                     | Private Placement of Units  | 3,060,496            | $2,295,372  
|                     | Exercise of Warrants        | 1,968,681            | 1,092,729   
|2007 Ended 2/28/2007 | Private Placement of Units  | 3,499,225            | $1,399,690  
|                     | Exercise of Warrants        | 128,750              | $77,250     
|2006 Ended 2/28/2006 | Private Placements of Units | 957,260              | $478,630    





Capital Expenditures

Fiscal 2006 Ended February 28, 2006: the Company spent $720,510 on exploration work on its Lustdust Property, in British Columbia.  The Company also spent an additional $1,988 on computer equipment.



Fiscal 2007 Ended 2/28/2007: the Company spent $1,147,466 on exploration work on its Lustdust Property, in British Columbia.  The Company also spent an additional $22,003 on equipment.



Fiscal 2008 Ended 2/29/2008: the Company spent $1,754,277 (net) on exploration work on its Lustdust Property, in British Columbia.  The Company also spent an additional $116,798 on equipment.





Plan Of Operations



Source of Funds for the Fiscal 2009 Ending February 28, 2009.  The Companys primary source of funds since incorporation has been through the issuance of common shares.  Currently the Company does not have operating revenues, and the Company does not anticipate generating any operating revenue if and until the Lustdust project begins production.



The Company had a working capital balance of $4,207,628 at 2/29/2008.  As of 6/30/2008, 1,700,000 outstanding stock options with an exercise price of $0.40, if exercised, would raise an additional $680,000.  There is no guarantee that the warrants or the options will be exercised.  The Company has had discussions with third parties about additional equity offerings; but the talks as of 6/30/2008 were preliminary.  Management believes that the cash the Company currently has on hand is sufficient to fund its planned expenditures and commitments through the end of Fiscal 2009.  As the Company chooses to proceed on additional exploration and development programs at the Lustdust project, it will need to raise additional funds for those expenditures.









Use of Funds for the Fiscal 2009 Ending February 28, 2009.  During Fiscal 2009, the Company estimates that it might expend $300,000 on general/administrative expenses.  During Fiscal 2009, the Company estimates that it might expend $300,000 on property acquisition/exploration, predominately on the Lustdust Property, a gold-copper exploration project in British Columbia, pending the results of a resource study still pending.



Anticipated Changes to Facilities/Employees.  The Company will continue to focus its efforts on the exploration of the Lustdust Property.  The Company has no plans to add any additional personnel.  Management anticipates that any property exploration efforts will be carried out by outside contractors.





United States vs. Foreign Sales/Assets

The Company generated no sales revenue during the last three years.



At 2/29/2008 and 2/28/2007: $12,680,449 and $8,008,679 of the Companys assets were located in Canada, primarily the Lustdust Property.







4.B.  BUSINESS OVERVIEW

The Company is a Canadian mineral exploration company based in British Columbia.  It is focused on exploring and developing its 100% controlled Lustdust project located in central British Columbia.  The property hosts multiple gold-silver-copper-zinc zones and major additional discovery potential.  During Fiscal 2006, the Company abandoned its interest in the Goldbanks Property, taking a $287,204 write-down.



Lustdust Property Exploration Expenditures:

|                                    | Fiscal 2008 | Fiscal 2007 | Fiscal 2006
|----------------------------------- | ----------- | ----------- | -----------
|Assaying                            | $91,097     | $90,124     | $316457    
|Camp Expenses                       | $118,317    | $90,198     | $22,739    
|Drilling                            | $893,148    | $804,520    | $496,108   
|Filing Fees/Claim Assessment        | Nil         | $17,446     | $5,006     
|Fuel                                | $7,630      | $601        | $242       
|Geological/Geochemical Work/Reports | $402,943    | $128,978    | $125,682   
|On-Site Management                  | $20,000     | $20,000     | $9,000     
|Roadwork/Reclamation                | $202,914    | $59,636     | $18,714    
|Travel                              | $25,255     | $21,426     | $11,342    
|SubTotal                            | $1,761,304  | $1,232,929  | $720,510   
|BC Mining Tax Credit                | ($7,027)    | ($3,177)    | ($92,532)  
|Net Expenses For the Year           | $1,754,277  | $1,229,752  | $627,978   
|Balance at Beginning of Year        | $6,035,098  | $4,805,346  | $4,177,368 
|Balance at End of Year              | $7,789,375  | $6,035,098  | $4,805,346 





The Companys mineral properties are without a known body of commercial ore and all proposed programs are an exploratory search for ore.











The Lustdust Property consists of 17 contiguous mineral claims covering 8,560 hectares and contains ten known mineralized zones.



Zones of base and precious metal rich sulphide manto include: the gold-copper-silver Canyon Creek Skarn and the Skarn Extension; Porphyry Molybdenum zone; the Number Three, the Number 4B, The East and the GD.  Also: the Bralorne Takla Mercury Mine; the exploratory tunnels of the Takla Silver Mine, a developed prospect that contains high-grade gold-silver veins; and Carlin-style mineralization in the Valley zone.



Since 1991, the Company has completed 300 diamond drill holes totaling more than 65,000 meters in addition to lithologic and structural mapping, extensive soil geochemistry and reverse circulation drilling.



The majority of the drilling has been on the Canyon Creek Skarn Zone.  The high-grade gold-copper mineralization, which is close to surface and pervasive over favorable mining widths in the Skarn Zone, is the largest mineralization the Company has uncovered so far at the Lustdust Property.  Each round of drilling has resulted in new discoveries and/or extensions.



Exploration activity on the Lustdust Property can only be undertaken during the spring and summer seasons because of adverse weather conditions, which occur during the fall and winter months.



Calendar 2008 Exploration Program



On May 27, 2008, the Company reported on its exploration plans to follow once the spring thaw passes and the land has dried sufficiently on its Lustdust Property.  Analysis of the 400-line kilometers of heli-borne magnetics surveyed over the eastern half the Lustdust Property including the Kwanika South and North areas as well as the Glover Stock, which was undertaken in March 2008, has defined several new anomalies.  These anomalies will be investigated further during the summer program.  Drilling the new anomalies off the northern and western edges of the Glover Stock has the potential to discover additional mineralization similar to the Canyon Creek Skarn and Skarn Extension Zones.  Anomalies in the Kwanika South and North areas will be used in conjunction with Induced Polarization data gathered in 2007 to define porphyry copper-gold drill targets adjacent to the Kwanika Property belonging to Serengeti Resources Inc.



The design of 2008 field program will be finalized when the geophysical data has been completely integrated with the drilling database and will commence when ground conditions permit.  The expected NI 43-101 Technical Report and Resource Estimate of the Canyon Creek Skarn has not yet been received.  The Company has provided a complete geological database to GeoSim Services Inc. of Vancouver for computer modeling using Surpac software.  Tight work schedules have hindered progress on the report that is now expected to be delivered in Summer 2008.









On February 25, 2008, the Company announced that diamond drill hole LM07-01 intersected core that represents a new band of skarn related to the Canyon Creek Skarn Extension Zone at the Lustdust Property.  The Canyon Creek Skarn and Skarn Extension are characterized by gold-copper-silver mineralization hosted in limestone and phyllites of the Cache Creek Terrane proximal to the Pinchi Fault.  The hole was drilled 200 meters west of the Canyon Creek Skarn Extension at the eastern contact with the Glover Stock.  Mineralized skarn was intersected from 278.0 meters to 291.5 meters downhole, where the entire 13.5 meters encountered material mineralization.  "Hitting skarn in this hole opens up the entire north end of the Lustdust property for further exploration," explained George Whatley, President.  Drilling more holes to the north and south of hole LM07-01 are recommended to determine the potential continuity, extent and nature of the skarn mineralization there.  Drilling this winter in the South Kwanika Valley anomaly encountered long intercepts of anomalous gold-arsenic mineralization and provided important geological information on this area that has never been drilled before.  Valuable insight has been gained that will guide the next phases of drilling on this anomaly.



By early March 2008, the Company will be conducting 400-line kilometers of heli-borne magnetics that will cover the Kwanika South and North areas and the north end of the Glover Stock.  This survey, undertaken in conjunction with Serengeti Resources Inc., will help define intrusive plugs that are related to both skarn and porphyry-style mineralization. The Comapny and Serengeti will share the results of this survey and previous IP surveys to better define porphyry copper-gold drill targets in the Kwanika Valley.





Calendar 2007 Exploration Program

During the 2007 exploration season, 24 holes were drilled totaling 8,920 meters.  Two large anomalies were tested: the North Anomaly and the South Anomaly.  The South Anomaly exploration encountered low-grade gold mineralization in several drill holes; the North Anomaly requires further exploration work.  Drilling 200 meters away from the Skarn Extension uncovered a new gold-copper bearing mineralized zone.



On December 10, 2008, the Company announced preliminary trenching and diamond drilling results from the Kwanika South IP anomaly at its Lustdust Property.  Eleven holes totaling 2,757 meters, and 40 meters of trenching were completed to test a portion of a coincident chargeability and resistivity anomaly (Kwanika South Anomaly).  The trench encountered disseminated pyrite and arsenopyrite in an altered phyllite (metatuff) over its entire length of 40 meters.  Three chip samples taken perpendicular to the foliation returned anomalous gold values together with anomalous arsenic and antimony.  On visual inspection, five of the eleven diamond drill-holes intersected multiple altered phyllite horizons with disseminated pyrite and arsenopyrite mineralization but only partial results of one hole's assays have been returned.  The observed mineralization is hosted within a thick sequence of silicified limestone and graphitic sediments and is believed to have a distal,genetic connection to the Canyon Creek Skarn Zone.



Hole LKS07-03 was collared to test the down-dip extent and tenor of the trench mineralization.  It returned a 21.0 metre interval, from 17.0 to 38.0 down-hole, of anomalous gold, arsenic and antimony (the true width of this horizon is unknown at the present time).  Assay results from the remainder of LKS07-03 and the other four holes will be released once they become available.







On November 6, 2007, the Company announced that it will conduct a NI 43-101 compliant resource calculation of four of the ten known mineralized zones at its Lustdust Property.  The property consists of seventeen "cell" claims covering 8,560 hectares and is accessed by 200 kilometers of all-weather road from Fort St. James.  This advanced exploration project consists of four principal zones hosted in limestone and phyllites of the Cache Creek Terrane proximal to the Pinchi Fault:

a. The mineralized bands within the Canyon Creek Skarn zone range from one-meter to 20-meters in thickness (drill indicated) and have a defined extension of 1,000 meters along strike and 600 meters down-dip.

b.  The Number 3 carbonate replacement oxide zone is defined along strike for 300 meters and down-dip for 100 meters from surface.

c. The Number 4B carbonate replacement zone has a defined strike length of 280 meters and extends down-dip 50 meters from surface.

d. The past-producing Takla-Silver sulfosalt vein is defined over 500 meters of strike length and 100 meters of down-dip extent.



The NI 43-101 Technical Report will summarize the mineral resource at varying cut-off grades for each of the four zones listed above.  The calculation will be based on the current database containing 276 diamond drill-holes totaling 55,698 metdrs that comprises all the drilling up to the end of October 2007.  The Company's Consulting Geologist, Mr. Daryl J. Hanson, P.Eng., is the Company's "Qualified Person" under NI 43-101 and will be preparing the Technical Report.  Mr. Hanson's knowledge about the geology of the Lustdust Property has been gained over a period of four years managing the Company's exploration programs.





On August 21, 2007, the Company announced that two new coincident induced polarization (IP) and magnetic anomalies are the targets for the next phase of drilling on the Lustdust Property.  These anomalies, in areas first identified from airborne and regional stream geochemical surveys, are located in the Kwanika Valley in close proximity to the Pinchi Fault.  The low elevations in these areas will permit year-round access and drilling.  Last week crews returned to the Lustdust Property and began drilling the Kwanika Valley North Anomaly which was derived from the first IP survey that was announced by the Company in February 2008.  The coincident IP, resistivity and magnetic high anomalies are located on the east side of the Pinchi Fault in the Quesnel Trough that is highly productive for copper-gold porphyry style deposits such as Kemess.  The Kwanika Valley South Anomaly is located five kilometers south of the North Anomaly and on the west side of the Pinchi Fault.  The coincident IP, resistivity and magnetic low anomalies are accompanied by strong silicification and a surface showing containing arsenopyrite and pyrite.  Elsewhere on the Lustdust Property, several diamond drill holes have been completed to date on the Valley Zone and the Porphyry Molybdenum Zone (Glover Stock), the results of which are pending.  In August 2008, there were a crew of twelve working on the property.









On June 19, 2007, the Company announced that the $2.5 million exploration program for Calendar 2007 at the Lustdust Property is in full swing.  The ground has sufficiently dried and drained from the spring thaw, after an exceptionally heavy winter snowfall.  Yesterday, diamond drilling began in the Valley Zone to further test the Carlin-style gold mineralization discovered in last year's program.  Line cutting is also well underway for the 44-line kilometer Induced Polarization (IP) survey extending to the property's boundaries to the east and south.  The Company's chief consulting geologist, Daryl Hanson, is supervising the entire exploration program on site with a total of 19 people being housed in two camps.  Surveying is expected to take up to one month and drilling will proceed through to November/December and will also include holes drilled on the Moly Zone.  This will be a very extensive drill program in the Valley Zone amounting to about 10,000 meters of drilling.  Interesting mineralized results have been found by our neighbor directly to the south-southeast rather close to the border of the Lustdust Property; this IP survey, with its high resolution and deep penetration, is expected to provide valuable insights on what anomalies may be present on the Company's side of the property border, which has never before been explored.



On February 8, 2007, the Company reported that the Company has plans to investigate an area that intercepted molybdenum in four widely spaced drill holes in 2001 just west of the Canyon Creek Skarn (CCS) on its Lustdust Property.  President George Whatley explained the new initiative, "When we found the molybdenum in the westernmost holes in 2001, we had been testing the western extent of our high grade gold-copper skarn.  Since moly was yielding less than US$3.00 a pound in 2001, we did not place any importance on our moly discovery.  Today, in early 2007, with molybdenum at over US$30.00, our viewpoint has decidedly changed.  The molybdenum mineralization was encountered in two areas: west of the CCS hosted in quartz monzonite; and intruding into the CCS.



On February 8, 2007, the Company announced that drilling of the Valley Zones Carlin-style gold discovery and geophysical surveying in an area south of the newly discovered Valley Zone will be pursued as top priorities at the Lustdust Property.  First, diamond drilling will be undertaken on the Valley Zone as early as March, weather permitting.  Second, a 44-line kilometer Induced Polarization (IP) program will determine new diamond drill targets south of the Valley Zone and extending approximately three kilometers.  In the valley, the gently rolling and open terrain make access to the area possible virtually year-round.  We are going to take advantage of this fact and go back in at the earliest opportunity, weather-permitting, commented President George Whatley.  To this point, drilling in the winter/early spring has not been undertaken by the Company because of the added challenges, costs, and safety risks imposed by wintry conditions elsewhere on the Property where steeper grades and denser vegetation are present.  This is particularly true for the sulphiderich (gold, copper, silver) Skarn Zone.





On January 18, 2007, the Company announced it has received drill evidence of a new gold discovery, hereafter called the Valley Zone, at its Lustdust Property.  George Whatley, President of Alpha Gold, commented "We couldn't be more pleased that this target at the southern end of the property has been proven by drill analyses.  These results suggest that we have hit the edge of a potentially much larger Carlin system.  A large follow-up drilling program will commence in March/April 2007 to delineate this very exciting discovery.  "To strategically enhance our land position to the south of this discovery area," Mr. Whatley added, "Alpha has acquired 100% interests in six additional "cell" mineral claims covering 2,161 hectares extending from the Valley Zone."  The Valley Zone discovery has been confirmed by assay results from two diamond drill holes and one rotary reverse circulation drill hole in a previously un-drilled area located approximately three kilometers southeast of the Canyon Creek Skarn Zone.  The three holes had intersections hosted by unaltered, weakly metamorphosed limestones without visible sulphide mineralization, typical of Carlin-style mineralization.  These three holes were part of a larger drill program designed to explore for sediment hosted disseminated gold mineralization (Carlin-style) in the limestone unit proximal to the historic Bralorne Takla Mercury Mine and along the strike of the Pinchi Fault.





Calendar 2006 Exploration Program

During the 2006 exploration season, 32 diamond-drill holes and 24 reverse circulation holes were drilled totaling 6,855 meters and 3,059 meters, respectively.  The 2006 summer program included rotary holes to test the disseminated gold target; diamond drill holes to explore the limits of the Canyon Creek Skarn; and trenching to follow up anomalous soil geochemistry results in the GD Zone.  As a result of the work additional mineralization was discovered at the south end of the Canyon Creek Skarn and the GD Zone was discovered by trenching and confirmed in one diamond drill hole. The 2006 winter program yielded the new discovery of the Valley Zone.



On December 7, 2006, the Company reported on current activities for this winter at the Lustdust Property.  Diamond drilling is currently underway at the property in the valley where the lower elevations make weather conditions favorable.  Plowed winter roads allow heavy equipment to be readily mobilized around the property.  Sample analysis is conducted at the ALS Chemex Laboratory in Vancouver, B.C.  The Company is unable to predict the time it will take for assays results to be returned.



On September 26, 2006, the Company announced assay results on four holes drilled on the Canyon Creek Skarn Zone and one hole drilled on the newly discovered GD Zone of the Lustdust Property.  George Whatley, President/CEO, commented "We are delighted with these new results.  The Canyon Creek Skarn continues to produce consistently good results as we expand the mineralization to the south and down-dip.  These holes are very close to being true widths, so we are comfortable in confirming that the tonnage continues to increase and the mineralized system is still open along strike.  "In fact, drilling indicates that gold, silver, and copper concentrations improve as we drill test new ground farther out.  We definitely have not found the outer limit of the Skarn to the south," clarified Mr. Whatley.  The 2006 drill program on the Canyon Creek Skarn Zone was designed to refine the geological resource of the zone by testing the down-dip continuity of the mineralization as well as the southern limit that, as was mentioned above, remains open without a defined outer limit as yet.  The drilling was part of a large exploration program that included 6,300 meters of diamond drilling, 3,000 meters of reverse circulation drilling and 250 meters of excavator trenching.   Drill hole LD06-23 was the only hole drilled at the GD Zone that was discovered via trenching; the results call for additional diamond drilling here.







On September 26, 2006, the Company announced assay results for three exploration trenches that have led to the discovery of the GD Oxide/Sulphide Zone on the Lustdust Property.  The GD Zone trenches host a new zone of mineralization situated approximately 500 meters north of the Number 3 Manto Zone.  The 2006 trenching program was designed to follow-up anomalous zinc-arsenic soil geochemistry values in a previously unexplored area north of the Number 3 Manto Zone. The trenches uncovered sulphide and oxide mineralization across significant widths over a strike length of 100 meters. The zone remains open to the north.  George Whatley, President/CEO, said "This zone is significant as it hosts mineralization in a new area which is between two other mineralized zones, the Canyon Creek and Manto Zones.  It is in an area that we suspect may be an extension of the Manto Zone.  Obviously, more exploration work needs to be done and this will be a high priority area.  More sampling will be done to define the northern extension of the zone.



On September 18, 2006, the Company released assay results for the first five holes drilled on the Canyon Creek Skarn Zone of the Lustdust Property.  Drill results for an additional ten holes drilled on the Skarn Zone are pending.  George Whatley, President/CEO, said, "These results are highly encouraging as they indicate that the mineralization is continuous and open along the trend as well as down dip.  We are particularly pleased with Hole LD06-12 which included an 11.3 meter width of higher grade mineralization.  Mr. Whatley added, "Assay results on the remaining holes will take some time to receive because of delays in the lab.



On August 3, 2006, the Company reported that diamond drilling in a zone extending from the Canyon Creek Skarn has intersected massive sulphides.  The drill core is currently at Chemex Laboratories in Vancouver for assaying.  Results are expected in two to three weeks, due to an unusually heavy workload at the lab.  The Company has completed 15 diamond drill holes this summer on the Lustdust Property.  Exploration activities, including drilling, continue.



On June 9, 2006, the Company announced that a diamond drill rig has been mobilized to begin testing three areas of anomalous soil geochemistry on its Lustdust Property.  George Whatley, President/CEO, stated: "The targeted areas are highly prospective for Cu-Au-Ag skarn and Zn-Au-Ag manto styles of mineralization and soil geochemistry has proven to be the best exploration tool on this property.  The planned diamond-drilling program of 5,000 meters in 24 holes is expected to last approximately six-to-eight weeks and will be followed by a reverse-circulation drilling program designed to test the potential for sediment-hosted gold mineralization elsewhere on the property.





Calendar 2005 Exploration Program

During the 2005 exploration season, 17 holes were drilled totaling 5,153 meters.











Material Effects of Government Regulations

Currently the only specific governmental rules and regulations, which the Company must adhere, is that it must obtain a work permit from the British Columbia Department of Mines each year.



The current and anticipated future operations of the Company, including further exploration and/or production activities require permits from various Canadian Federal and Provincial governmental authorities.  Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company.  The Company has had no material costs related to compliance and/or permits in recent years, and anticipates no material costs in the next year.





Seasonality

Dependency upon Patents/Licenses/Contracts/Processes

Sources/Availability of Raw Materials

--- No Disclosure Necessary ---





4.C. ORGANIZATION STRUCTURE

The Company has one non-material subsidiary.









4.D. PROPERTY, PLANTS AND EQUIPMENT

The Companys executive offices are located in rented premises of approximately 360 sq. ft. at 410 Donald Street, Coquitlam, British Columbia, Canada  V3K 3Z8.  The Company began occupying these facilities in July 1995.  Monthly rent is $500.



The Company is a natural resource exploration company currently engaged in the acquisition and exploration of mineral properties.  Its primary property is a gold-copper exploration project in north-central British Columbia, Canada: the Lustdust Property.



The Companys mineral properties are without a known body of commercial ore and all proposed programs are an exploratory search for ore.





Lustdust Property

100% Owned Gold-Copper Exploraton Project

British Columbia, Canada



Acquisition Details

On 7/15/1989, the Company acquired its initial interest in what is now called the Lustdust Property by acquiring a 100% interest in a group of mineral claims in the Omineca Mining Division of British Columbia for cash consideration of $170,000 and allowing the vendor to retain a 3% net smelter return on any future sale of minerals.



On 2/21/1992, the Company purchased a 100% interest in its second and final major portion of land comprising what is now called the Lustdust Property.  Consideration paid was $100,000 in cash and 200,000 common shares of the Company at a deemed price of $0.60 per share.  The purchase was subject to a 5% net profit interest to a maximum of $100,000 and the vendor retained a 2% net smelter return royalty.  (The Company retained the right to repurchase one-half of the net smelter return royalty for $500,000 cash.)



At the end of 2000 the Company filed claim to twenty additional units located on the west and north edges of the claim block.  In early 2007, the Company acquired 100% interests in six additional "cell" mineral claims covering 2,161 hectares extending from the Valley Zone.



The Companys current land holdings consist of 241 claim units and covers about forty square miles.









[alpha20fannual2008002.jpg]



Property Description



Location and Access

The Lustdust Property is located in the Omineca Mining Division of north-central British Columbia, NTS 93N/11W at latitude 55 34 North and 125 25 West.  The property is located approximately 210 kilometers northwest of the town of Prince George, BC and 36 kilometers east of Takla Landing (where there is a BC rail line.)



Access to the property is gained by traveling approximately 45 kilometers of paved road from Fort St. James towards Tachie Lake and then 68 kilometers along the Leo Creek Road, 56 kilometers along the Driftwood Road, approximately 20 kilometers along the Fall-Tsayta Road and 3 kilometers along the Silver Creek Road.  This comprises a total of 147 kilometers along forest service roads.



The terrain is moderate, ranging in elevation from 1000 meters to 1525 meters on the property.  Lower elevations are covered by widely spaced lodge-pole pine trees; while at elevations above 1200 meters, forest cover consists of over-mature spruce and balsam trees.  Summers are short and rainy while moderate snowfall in winters persists from late September through April/May at the higher elevations.







Geology

The Lustdust Property occurs at the eastern edge of a belt of Permian age, Cache Creek group, sediments and lesser volcanics.  This belt, up to 30 kilometers wide, extends northwesterly and southeasterly for several hundred kilometers parallel to the Stuart-Trembleur-Takla Lake system.  This package of rock units has an apparent minimum thickness of three kilometers and consists of thick, massive, but discontinuous limestone strata, overlain by a mixed assemblage of chert and agrillite with subordinate andesitic volcanics.  Tight folding along northwest-southeast axes has affected all formations and is most evident as extreme crumpling of the chert/argillite units. The sedimentary package is bounded on the east by upper Jurassic, granitoid, intrusive rocks of the Hogem batholith north of Techentlo Lake and by Upper Jurassic Takla Group marfic volcanics and sediments further south.



The dominant structural feature of the region is the Pinchi Fault Zone.  This is a major regional feature which is evident throughout much of the British Columbia interior and which, in the Lustdust Property area, forms the eastern contact of the Cache Creek belt.



Limestone and intercalcated chert/phyllite of the Cache Creek group are the most extensive rock units on the Lustdust Property.  Cache Creek rocks generally strike northwestward and dip vertically to steeply westward.  The sediments contain minor amounts of intermediate to basic tuffaceous volcanics.  Satellite stocks and dikes of the Early Jurassic Hogem Batholith crop out on the property. The intrusions are coarsely crystalline and range in composition from granodiorite to quartz monzonite.  Most of the intrusions occur north of Canyon Creek. The last intrusive event was a series of feldspar-porphyry dikes.  These dikes might be Tertiary in age and are spatially related to the Lustdust replacement and vein deposits suggesting a genetic relationship.



To date, vein and replacement mineralization on the Lustdust Property has been located in four main en echelon zones representing a discontinuous strike length of some 1200 meters. Strike direction of these zones is north to northwesterly.



Of the four economically inferred zones recognized to date management believes that there are two distinct styles of mineralization.  Zones 1 and 2 are described as structurally controlled veins while zones 3 and 4b appear as massive replacements within the sedimentary sequence.  Previous work on the property has suggested that the 3 and 4b zones may represent manto, replacement-type mineralization.  The mineralized setting and metal zoning at Lustdust is similar to large-scale hydrothermal cells associated with porphyry type environments of the North American cordillera.  These systems are commonly zoned from a central copper/molybdenum/gold core, within the intrusive, moving outward to base metal skarn replacements, gold and silver rich base metal veins and replacements, and distal epithermal gold, silver, and mercury deposits.







ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the Fiscal 2008 Ended 2/29/2008, Fiscal 2007 Ended 2/28/2007, and Fiscal 2006 Ended 2/28/2006 should be read in conjunction with the financial statements of the Company, and the notes and schedules thereto.



Selected Annual Data

|                                     | Fiscal 2008
Ended
February 29
2008 | Fiscal 20078
Ended
February 28
2007 | Fiscal 2006
Ended
February 28
2006
|------------------------------------ | ---------------------------------- | ----------------------------------- | ----------------------------------
|Revenue                              | $0                                 | $0                                  | $0                                
|Net Income (loss)                    | $41,618                            | ($298,178)                          | ($415,746)                        
|Basic and Diluted (loss) EPS         | $0.00                              | ($0.01)                             | ($0.00)                           
|Weighted Avg. No. Shares Outstanding | 34,581,970                         | 27,452,763                          | 25,010,086                        
|Working Capital                      | $4,207,628                         | $1,358,808                          | $1,418,879                        
|Mineral Property Interests           | $8,303,057                         | $6,548,780                          | $5,319,028                        
|Shareholders Equity                  | $12,906,082                        | $7,280,271                          | $5,997,904                        
|Total Assets                         | $12,680,449                        | $8,008,679                          | $6,823,815                        





Summary of Quarterly Results

|Net (Loss)  | First
Quarter | Second
Quarter | Third
Quarter | Fourth
Quarter
|----------- | ------------- | -------------- | ------------- | --------------
|Fiscal 2008 | ($93,110)     | ($20,102)      | $572          | $154,258      
|Fiscal 2007 | ($68,259)     | ($270,131)     | ($68,116)     | $108,328      
|Fiscal 2006 | ($35,960)     | ($73,800)      | ($78,681)     | ($237,305)    



|EPS (Loss)  | First
Quarter | Second
Quarter | Third
Quarter | Fourth
Quarter
|----------- | ------------- | -------------- | ------------- | --------------
|Fiscal 2008 | ($0.00)       | ($0.00)        | $0.00         | $0.00         
|Fiscal 2007 | ($0.00)       | ($0.00)        | ($0.00)       | $0.00         
|Fiscal 2006 | ($0.00)       | ($0.00)        | ($0.00)       | (0.01)        





Overview

The Company is engaged, directly and indirectly through subsidiaries, in the acquisition and exploration of mineral properties.  The Company's primary property is a gold-copper exploration property, the Lustdust Property, located in north-central British Columbia.



During Fiscal 2008/2007/2006, the Company has spent $1,754,277, $1.229,752, and $627,978 on exploration.  The Company has financed these efforts and corporate expenses by issuing equity capital: $5.2 million, $1.5 million, and $0.5 million, respectively.



The Company will not know that a commercially viable mineral deposit, a reserve, exists in the Lustdust Property until sufficient and appropriate exploration work is done and a comprehensive evaluation of such work concludes economic and legal feasibility.  The Company has not reported any revenue from operations since incorporation; as such, the Company is defined as an exploration-stage company.



The Company is presently exploring its properties for sufficient reserves to justify production.  As a result there is little variation expected in operating results from period to period, other than reduced exploration activity during winter months due to adverse weather conditions.









Financings



On June 13, 2007, a private placement was completed consisting of 5,862,214 units that were issued for proceeds of $4,116,489 (of which 3,060,496 were flow-through units at $0.75 each and 2,801,718 were non-flow-through units at $0.65 each).  Each unit consisted of one common share and one-half warrant.  Each whole warrant was exercisable to purchase one additional non-flow-through common share for $0.90 through 5/28/2008; all warrants expired unexercised.  Share issue costs on this transaction were $278,128 for finders fees paid in cash.



During July 2007, 1,083,886 warrants from a July 2006 private placement were exercised at $0.60, raising $650,131.  During Fiscal 2008, 884,795 warrants from a July 2005 private placement were exercised at $0.50, raising $442,398.  Total proceeds were $1,092,729.



On July 28, 2006, a private placement was completed consisting of the issuance of 717,725 units and 2,781,500 flow-through units for total gross proceeds of $1,399,690.  Each Unit sold consisted of one common share (either flow-through or no-flow-through) and one half of one non-flow-through common share purchase warrant, priced at $0.40 per Unit.  Each whole warrant entitled the holder to purchase a common share for $0.60 until 7/28/2007.  Each of the common shares, flow-through shares and warrants were subject to a four-month hold period expiring 11/29/2006.  Share issue costs on this transaction were $43,302 for finders fees paid in cash.



On July 25, 2005, a private placement of 657,260 units and 285,000 flow-through units for gross proceeds of $478,630.  Each unit consisted of one common share (either flow-through or non-flow-through) and a warrant entitling the holder to purchase an additional non-flow-through common share at a price of $0.50 until 7/25/2007.  All shares issued, including any shares issued on exercise of the warrants, bore a legend restricting transfer until 11/26/2005.  The Company paid an 7% cash commission on 210,000 units and issued 14,700 broker warrants to Canaccord Capital Corporation; each broker warrant was exercisable to purchase a common share at a price of $0.50 until 7/25/2007.









RESULTS OF OPERATIONS



Fiscal 2008 Ended 2/29/2008 vs. Fiscal 2007

The Company spent Fiscal 2008 exploring its Lustdust Property and raising funds through a July 2007 private placement and exercise of warrants from previous private placements.



Total General/Administrative Expenses were $378,283, up 10% from $343,823 last year.  The largest expense category continued to be shareholder relations which fell 20% to $90,859 from $112,740, because sone extra promotion work in shareholder relations was deemed ineffective and ws dropped in Fiscal 2008.  Professional Fees rose 25% to $82,814 as a result of change of auditors that increased costs; as well as increased legal costs associated with a private placement; and higher charges.  Amortization rose 66% to $41,407 due to purchase of additional vehicles.  Regulatory and Transfer Fees rose 41% to $35,360 because of higher regulatory and transfer fees accociated with the private placement.



In addition to G/A expenses, total expenses ($32,500) cost for non-cash stock-based compensation primarily resulted the extending of the expiry date of 250,000 stock options.  Also, during Fiscal 2008, the Company reported $130,681 in other income, predominately from interest earned; significantly higher in Fiscal 2008 than Fiscal 2007 because of funds raised from the July 2007 private placement and warrant exercises.  Finally, future taxes recovery of $321,728 offset all the above resulting a positive Net Income.



Net Income for Fiscal 2008 was   $41,618 or   $0.00 per share

Net Loss for   Fiscal 2007 was ($298,178) or ($0.01) per share.





Fiscal 2007 Ended 2/28/2007 vs. Fiscal 2006

The Company spent the fiscal year exploring its Lustdust Property and raising funds through a July 2006 private placement.



Total General/Administrative Expenses were $343,823, up 35% from $254,389 last year.  The largest expense category was shareholder relations which quadrupled to $112,740 from $26,884, resulting from the Company retaining the services of CHF Investor Relations.



In addition to G/A expenses, total expenses included a $30,115 gain on the disposal of equipment and ($195,500) cost for non-cash stock-based compensation resulting from the granting of stock options.  Also, during Fiscal 2007, the Company reported $50,679 in other income, predominately from interest earned.



For Fiscal 2006, the Company recorded a $323,636 write-off of costs associated with the abandoned Goldbanks Property.



Net Loss for Fiscal 2007 was ($298,178) or ($0.01) per share.

Net Loss for Fiscal 2006 was ($415,746) or ($0.02) per share







Fiscal 2006 Ended 2/28/2006 vs. Fiscal 2005

The Company spent the fiscal year exploring its Lustdust Property and raising funds through a July 2005 private placement.



Total General/Administrative Expenses were $254,389, up 24% from $205,592 last year.  The largest expense category was Professional Fees paid to accountants and lawyers for, which rose 31% to $67,976.  Consulting and Management Fees were unchanged at $60,000.  Shareholder Relations expenses seven-fold to $26,884 because an investor relations firm was hired for three months.



In addition to G/A expenses, total expenses included ($83,000) cost for non-cash stock-based compensation resulting from the granting of stock options.  Also, during Fiscal 2006, the Company reported $33,441 in other income, predominately from interest earned.



In addition, during Fiscal 2006, the Company recorded a $323,636 write-off of costs associated with the abandoned Goldbanks Property.



Net Loss for Fiscal 2006 was ($415,746) or ($0.02) per share.

Net Loss for Fiscal 2005 was ($230,372) or ($0.01) per share





LIQUIDITY AND CAPITAL RESOURCES



Fiscal 2008 Ended 2/29/2008 vs. Fiscal 2007

The Company reported working capital of $4,207,628 at 2/29/2008 compared to working capital of $1,358,808 at 2/28/2007.  The increase in working capital was the result the Company raising a greater amount of capital during the period than funds expended on exploration and corporate expenses.



The Company has sufficient financial resources to undertake by itself the exploration and development of its planned exploration and development programs during Fiscal 2009.  Long-term, the exploration/development of its property interests will depend upon the Company's ability to obtain financing through the joint venturing of projects, private placement financing, public financing, or other means.  There is no assurance that the Company will be successful in obtaining the required financing or that financing will be available on terms and conditions acceptable to the Company or that will not cause significant dilution to shareholders.



Cash Used in Fiscal 2008 Operating Activities totaled ($299,962), including the $41,618 Net Income.  Material adjustments included amortization of $41,407, future recovery of income taxes of ($321,720), non-cash stock-based compensation of $32,500, and the $93,195 net change in non-cash working capital items.  Cash Used in Fiscal 2008 Investing Activities totaled ($1,885,792), predominately on the Lustdust Property (refer to Lustdust Property Exploration Expenditures table at the start of ITEM #4B for additional information).  Cash Provided by Fiscal 2008 Financing Activities totaled $4,937,090, the inflows from the aforementioned private placement and a warrant exercises discussed earlier in ITEM #5.



The future income tax recovery resulted from the fact that there were additional expenditures incurred on the properties, which caused timing differences between actual taxes payable and future income taxes.  The stock based compensation primarily resulted the extending of the expiry date of 250,000 stock options.









Fiscal 2007 Ended 2/28/2007 vs. Fiscal 2006

The Company reported working capital of $1,358,808 at 2/29/2007 compared to working capital of $1,418,879 at 2/28/2006.  The slight decrease in working capital was the result the Company raising a lesser amount of capital during the period than funds expended on exploration and corporate expenses.



Cash Used in Fiscal 2007 Operating Activities totaled ($293,923), including the ($298,178) Net (Loss).  Material adjustments included amortization of $24,983, future recovery of income taxes of ($160,151), gain on sale of equipment of ($30,115), non-cash stock-based compensation of $195,500, and the $25,962 net change in non-cash working capital items.  Cash Used in Fiscal 2007 Investing Activities totaled ($1,143,463), predominately on the Lustdust Property (refer to Lustdust Property Exploration Expenditures table at the start of ITEM #4B for additional information).  Cash Provided by Fiscal 2007 Financing Activities totaled $1,427,638, the inflows from the aforementioned private placement and warrant exercises discussed earlier in ITEM #5.



The future income tax recovery resulted from the fact that there were additional expenditures incurred on the properties, which caused timing differences between actual taxes payable and future income taxes.  The stock based compensation resulted from the issuance of 1,200,000 stock options during Fiscal 2007.





SIGNIFICANT ACCOUNTING POLICIES



Accounting changes

Effective January 1, 2007, the Company implemented the new CICA Handbook Section 1506 accounting changes. Under these new recommendations, voluntary changes in accounting policy are permitted only when they result in the financial statements providing reliable and more relevant information. This section requires changes in accounting policy to be applied retrospectively unless doing so is impracticable, requires prior period errors to be corrected retrospectively and requires enhanced disclosures about the effects of change in accounting policies, estimates and error on the financial statements.



These recommendations also require the disclosure of new primary sources of generally accepted accounting principles that have been issued that the Company has not adopted because they are not yet in effect.



The impact the adoption of this Section will have on the Companys financial statements will depend on the nature of future accounting changes.









Recent Accounting Pronouncements



Assessing Going Concern

The Accounting Standards Board (AcSB) amended CICA Handbook Section 1400, to include requirements for management to assess and disclose an entitys ability to continue as a going concern. This section applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008. This section relates to disclosures and will not have an impact on the Companys financial results and will be adopted by the Company on March 1, 2008.



Capital Disclosures

The AcSB issued CICA Handbook Section 1535 Capital disclosures The section specifies the disclosure of (i) an entitys objectives, policies, and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. This section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2007. This section relates to disclosures and will not have an impact on the Companys financial results and will be adopted by the Company on March 1, 2008.



Goodwill and Intangible Assets

The AcSB issued CICA Handbook Section 3064 that replaces Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. This new section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill remain unchanged from the standards included in the previous Section 3062. The section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008 and is not expected to have an impact on the Companys financial results and will be adopted by the Company on March 1, 2008.



Financial Instruments

In December 2006, the CICA issued Handbook section 3862, Financial Instruments  Disclosures and Section 3863, Financial Instruments  Presentations to replace Section 3861, Financial Instruments  Disclosure and Presentations.



The AcSB issued CICA Handbook Section 3862, Financial Instruments  Disclosures, which requires entities to provide disclosures in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entity's financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and how the entity manages those risks. The principles in this section complement the principles for recognizing, measuring and presenting financial assets and financial liabilities in Section 3855, Financial Instruments  Recognition and Measurement, Section 3863, Financial Instruments  Presentation, and Section 3865, Hedges. This section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1,2007. Section 3862 relates to disclosures and will not have an impact on the Companys financial results.









The AcSB issued CICA Handbook Section 3863, Financial Instruments  Presentation, which is to enhance financial statement users' understanding of the significance of financial instruments to an entity's financial position, performance and cash flows. This section carries forward standards that were previously established in Section 3861 relating to the presentation of financial instruments and non-financial derivatives. It deals with the classification of financial instruments, from the perspective of the issuer, between liabilities and equity, the classification of related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset. This section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2007. Section 3863 relates to presentation and will not have an impact on the Companys financial results.



International financial reporting standards (IFRS)

In 2006, the Canadian Accounting Standards Board (AcSB) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five-year transitional period.  In February 2008, the AcSB announced that 2011 is the changeover date for publicly listed companies to use IFRS, replacing Canadas own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended January 1, 2011.  While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.







5.C.  Research and development, patents and licenses, etc.

The Company conducts no Research and Development activities, nor is it dependent upon any patents or licenses.



5.D.  Trend information

The Company knows of no trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Companys operations or financial condition.



5.E.  Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.



5.F.  Tabular disclosure of contractual obligations

The Company has no material contractual obligations.









ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES



6.A.  Directors and Senior Management

The following table lists, as of 6/30/2008, the names of the Directors and Senior Management of the Company.  The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.  The Senior Management serves at the pleasure of the Board of Directors.  Senior Management are citizens and residents of Canada.  All Directors are residents and citizens of Canada, except Claus te Wildt who is a resident and citizen of the United States.



|Table No. 3                                                         
|--------------------------------------------------------------------
|Directors and Senior Management                                     
|Name                                                                
|George A. Whatley (1)(2)                                            
|Richard G. Whatley (1)(3)                                           
|Carl J. Pines (1)                                                   
|Claus J. te Wildt                                                   
|(1) Member of the audit committee.                                  
|(2) He spends full time on the affairs of the Company.              
|(3) He spends about a fourth his time on the affairs of the Company.





George Whatley has over two decades of mining exploration experience.  From 1970 to 1990, he was the owner of Gibbs Nortac Industries, a private manufacturer and supplier of fishing lures.  From 1963 to 1970, he was a self-employed exploration consultant.  A Director since 1995, he as was appointed President/CEO/CFO in August 1999; he relinquished his appointment as CFO in 2002.



Richard Whatley, P.Engis a self-employed chemical and environmental engineer. He received his Bachelor of Science degree in Chemical Engineering from the University of British Columbia and his Master of Science degree in Biomedical Engineering from the University of British Columbia.  He was President/CEO/CFO/Secretary from 1989 to August 1999; and remained as Secretary.  He was appointed CFO in  2002.



Carl Pines has been a barrister and solicitor for over thirty years.  He has a Bachelor of Laws from the University of British Columbia (1971) and a Bachelor of Science from McGill University (1967).  Since 2006, he is Associate Counsel with Owen Bird Law Corporation, Barristers & Solicitors.  Previously, he was a lawyer with Pines, McIntyre & Shrieves for may years.



Claus te Wildtis Investment Director of Fidelity Investments Institutional Services Company, located in Rhode Island, since January 2006.  From June 2004 to December 2006, he was the Founder/Managing Director of teMac Investments LLC, a California-based investment firm.  From 1998 to June 2004, he was Global Head of Institutional Business, Dresdner Asset Management.  Prior to then, led the Strategic Planning Group of The Equity Division of Allianz and was a Consultant with Bain & Company.  Dr. te Wildt holds an MBA and Ph.D. in Finance.









The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.



The Senior Management serves at the pleasure of the Board of Directors.



Despite the Companys Senior Management spending material portions of their time on businesses other than the Company, the Company believes that they devote sufficient time to the Company to properly carry out their duties.



The Board has not adopted a written Code of Business Ethics.  However, the Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Companys business plan and to meet performance objectives and goals.  In addition, the Board of Directors must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.



During the last five years, no Director and/or Senior Management has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Senior Management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.



There are no family relationships between any two or more Directors or Senior Management other than Richard G. Whatley being the son of George A. Whatley, President/CEO/Director of the Company.



There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.





6.B.  Compensation



Director Compensation. The Company had no formal plan for compensating its Directors for their service in their capacity as Directors. There are no Director service contracts with the Company providing for benefits upon termination of employment. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company, other than services ordinarily required of a Director. Other than indicated below no Director received any compensation for his services as a Director, including committee participation and/or special assignments.









Senior Management Compensation

Total cash compensation accrued and/or paid (directly and/or indirectly) (refer to ITEM #7B for information regarding indirect payments) to all Senior Management during Fiscal 2008 Ended 2/29/2008 was $162,000.



The following table details compensation paid/accrued for Fiscal 2008n Ended 2/29/2008, Fiscal 2007 Ended 2/28/2007, and Fiscal 2006 Ended 2/28/2006 for the Senior Management and Directors.



|Table No. 4                               
|------------------------------------------
|Officer and Director Compensation         
|                                          
|                                          
|Name and Principal Position               
|George Whatley (2)
President/CEO/Director 
|Richard Whatley (3)
CFO/Secretary/Director
|Carl Pines
Director                       
|Claus te Wildt
Director                   

(1)

No SARs have been granted.  All references are to incentive stock options.

(2)

For Fiscal 2008/2007/2006, respectively, George Whatley received $70,000/$60,000/$60,000 as a fee for administration of the Companys affairs, $20,000/$20,000/$9,000 as a fee to manage and supervise the drilling program, and $nil/$4,800/$nil as a car allowance.

(3)

For Fiscal 2008/2007/2006, respectively, Richard Whatley received these funds for engineering and survey services.  During Fiscal 2006, $2,700 was paid for a car allowance.

_________________________________________________________________________________________________

_________________________________________________________________________________________________









Stock Options

The Company grants stock options to Directors, Senior Management and employees/consultants; refer to ITEM #11, Stock Options and Tables 4/5/6/7.



Options Granted/Cancelled/Expired During Most Recently Completed Fiscal Year

At the beginning of Fiscal 2008 Ended 2/29/2008, the most recently completed fiscal year; there were 1,700,000 stock options outstanding.  During Fiscal 2008, no stock options were granted to Senior Management, Directors, and employees/consultants.  During Fiscal 2008, no SARs (stock appreciation rights) were granted.  During Fiscal 2008: no stock options were exercised; no stock options were cancelled; and none were re-priced; the expiration date for 250,000 stock options granted to a shareholders relations firm was extended from 4/1/2007 to 3/31/2010.



Outstanding Equity Awards at Fiscal Year-End

The following table gives certain information concerning unexercised stock options; common stock that has not vested; and equity incentive plan awards for Executive Officers, Directors, Employees/Consultants outstanding as of the end of Fiscal 2008 Ended 2/29/2008.



|Table No. 5                                 
|--------------------------------------------
|Outstanding Equity Awards at Fiscal Year-End
|Name                                        
|George Whatley                              
|Richard Whatley                             
|Carl Pines                                  
|Claus te Wildt                              
|Employees/Consultants                       

Columns (g) through (j) have been omitted since the Company has not granted any stock awards.

_________________________________________________________________________________________

_________________________________________________________________________________________





Change of Control Remuneration

The Company had no plans or arrangements in respect of remuneration received or that may be received by Executive Officers of the Company in Fiscal 2009 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$100,000 per Senior Management.



Other Compensation

No Senior Management/Director received other compensation in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Senior Management/Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.









Bonus/Profit Sharing/Non-Cash Compensation

Except for the stock option program discussed in ITEM #6.E., the Company has no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's Directors or Senior Management.



Pension/Retirement Benefits

No funds were set aside or accrued by the Company during the Fiscal 2008 ended 2/29/2008 to provide pension, retirement or similar benefits for Directors or Senior Management.



Written Management Agreement

No Disclosure Necessary





6.C. Board Practices

All directors hold office until the next meeting of the shareholders of the Company unless they resign or are removed in accordance with the Companys Articles.  Senior Management are appointed to serve at the discretion of the Board of Directors, subject to the terms of the Management Agreements described above.  The Board of Directors and Committees of the Board schedule regular meetings over the course of the year.



6.C.1. Terms of Office. Refer to ITEM 6.A. and ITEM 6.c.

6.C.2. Directors Service Contracts.  No Disclosure Necessary



6.C.3.  Board of Directors



Independence.  The Board of Directors has adopted standards for determining whether a director is independent from management.  The Board reviews, consistent with the Companys corporate governance guidelines, whether a director has any material relationship with the Company that would impair the directors independent judgment.  The Board of Directors has affirmatively determined, based on its standards, that the Carl Pines and Claus te Wildt are independent.



Board Meetings and Committees; Annual Meeting Attendance.  During Fiscal 2008, the Board of Directors held two regularly scheduled meetings, and four special and telephone meetings.  For various reasons, Board members may not be able to attend a Board meeting; all Board members are provided information related to each of the agenda items before each meeting, and, therefore, can provide counsel outside the confines of regularly scheduled meetings.  No director attended fewer than 75% of the aggregate of: (1) the total number of meetings of the Board of Directors, while he was a Director; and (2) the total number of meetings of committees of the Board of Directors on which the director served.  Directors are encouraged to attend annual meetings of our stockholder; two of the directors attended the August 2007 annual shareholders meeting.







Nominating Committee and Compensation Committee

The Company does not have a Nominating Committee.  The entire Board of Directors is responsible for screening potential director candidates and recommending qualified candidates for nomination as members of the Board of Directors. In evaluating potential director candidates, the Board of Directors considers recommendations of potential candidates from incumbent directors, management and stockholders.  Any recommendation submitted by a stockholder to the Board of Directors must include the same information concerning the potential candidate and the stockholder, and must be received in the time frame described therein for the August 2008 Annual meeting.



The Company does not have a Compensation Committee.  The entire Board of Directors is responsible for the compensation of the Companys executive officers and to administer all incentive compensation plans and equity-based plans of the Company, including the plans under which Company securities may be acquired by directors, executive officers, employees and consultants.





Audit Committee

The Company has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Companys audits, the Companys internal accounting controls, and the professional services furnished by the independent auditors to the Company.  The Company has an Audit Committee charter, adopted July 2005; copy of the charter was provided in an appendix to the Company's information statement that is provided to security holders.  The current members of the Audit Committee are: George Whatley, Richard Whatley, and Carl Pines (independent). The Companys remaining Director is restricted as a potential member of the audit committee due to policies of his current employer.  Accordingly, the Company is not in compliance with the audit committee at this time. The Company is searching for a fifth member of the Board, who would be in a position to act as an independent member of the audit committee.



The Audit Committee met four times during Fiscal 2008 and has met once times during Fiscal 2009-to-date.



The Company does not have an audit committee financial expert serving on its Audit Committee.  The Companys Audit Committee consists of two independent directors and the Companys Chief Financial Officer, all of whom are both financially literate and very knowledgeable about the Companys affairs.  Because the Companys structure and operations are straightforward, the Company does not find it necessary to augment its Board with a financial expert.



The audit committee has:

a.

reviewed and discussed the audited financial statements with management;

b.

discussed with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;

c.

received the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the independent accountant the independent accountant's independence; and

d.

recommended to the board of directors that the audited financial statements be included in the Company's annual report on Form 20-F for the last fiscal year for filing with the SEC.









Shareholder Communications With the Board

Historically, the Company has not adopted a formal process for stockholder communications with the Board.  Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board, or individual directors as applicable, and that appropriate responses are provided to the stockholder in a timely manner.  Stockholders wishing to communicate at any time with the Board of Directors, or a specific member of the Board, may do so by writing the Board or a specific member of the Board by delivering correspondence in person or by mail to: The Board of Directors, c/o Richard Whatley, Corporate Secretary, 410 Donald Street, Coquitlam, British Columbia, Canada V3K 3Z8.  Communication(s) directed to the Board or a specific Board member will be relayed unopened to the intended Board member(s).



Also, if you would like to communicate directly to our Board, or if you have a concern related to the Companys business ethics or conduct, financial statements, accounting practices or internal controls, then you may utilize our website, www.alphagold.bc.ca contact us.  All communications will be forwarded as directed.



Further, Directors attendance at Annual Meetings can provide shareholders with an opportunity to communicate with Directors about issues affecting the Company.  The Company does not have a policy regarding director attendance, but all Directors are encouraged to attend the Annual Meeting of Shareholders. Two of our directors attended our Annual Meeting in August 2007.





6.D. Employees

At 6/30/2008, the Company had three part-time employees/consultants, including the two Senior Management; none of these employees/consultants are directly engaged in exploration activities.  Although the Senior Management are involved in exploration activity supervision and direction, the Company uses contract engineering firms to directly conduct exploration activities.  As of 2/29/2008 and 2/28/2007, the Company had three part-time employees/consultants, respectively, including the Senior Management.  George Whatley [President/CEO] and Richard Whatley [CFO/Secretary] are involved both in administration and exploration.  They are based in Coquitlam, British Columbia, Canada.



As required, the Company also retains geologists, engineers, geophysicists and other consultants on a per diem basis.  The Company has not experienced, and does not expect to experience, significant difficulty in attracting and retaining qualified personnel.  None of the Company's employees are covered by collective bargaining agreements.









6.E. Share Ownership

The following table lists, as of 7/7/2008, Directors and Senior Management who beneficially own the Company's voting securities, consisting solely of common shares, and the amount of the Company's voting securities owned by the Directors and Senior Management as a group.  The table also includes all persons/companies where the Company is aware that they have 5% or greater beneficial interest in the Companys voting securities [none].



|Table No. 6                                     
|------------------------------------------------
|Shareholdings of Directors and Senior Management
|Shareholdings of 5% Shareholders                
|Title of Class                                  
|Common                                          
|Common                                          
|Common                                          
|Common                                          
|                                                
|                                                



(1)

400,000 represent currently exercisable stock options.

(2)

350,000 represent currently exercisable stock options.

Excludes nil common shares and 400,000 stock options owned by

Natalie Whatley, wife of Richard Whatley, where he disavows

beneficial interest and does not have voting or disposition control.

(3)

100,000 represent currently exercisable stock options.

(4)

200,000 represent currently exercisable stock options.



# Based on 36,867,814 common shares outstanding as of 7/7/2008 and stock options and

warrants held by each beneficial holder exercisable within sixty days.

_____________________________________________________________________________

_____________________________________________________________________________





Stock Options

The terms of incentive options grantable by the Company are done in accordance with the rules and policies of the TSX Venture Exchange and the British Columbia Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options, and any amendments thereto.  The Company adopted a formal written Stock Option Plan (the Plan) on 8/16/2006.



Under TSX Venture Exchange policies, rolling stock option plans like the Companys must receive approval of the shareholders on a yearly basis.  At the Annual Meeting held on 8/16/2007, the shareholders confirmed approval of the Plan.  The shareholders are being asked to again confirm approval of the Plan at the Annual Meeting to be held 8/14/2008.









Such terms and conditions, including the pricing of the options, expiry and the eligibility of personnel for such stock options; and are described below.



The principal purposes of the Companys stock option program are to (a) promote a proprietary interest in the Company among the officers, directors and employees of the Company and its affiliates, (b) retain and attract the qualified officers, directors and employees the Company requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Company.



Stock options for up to 10% of the number of issued and outstanding common shares may be granted from time to time, provided that stock options in favor of any one individual may not exceed 5% of the issued and outstanding common shares.  No stock option granted under the stock option program is transferable by the optionee other than by will or the laws of descent and distribution, and each stock option is exercisable during the lifetime of the optionee only by such optionee.



The exercise prices for stock options are determined in accordance with TSX Venture Exchange guidelines and reflect the average closing price of the Registrant's common shares immediately preceding the day on which the Directors grant and publicly announce the stock options (subject to an regulatory-acceptable discount), and/or at a price no lower than $0.10 exercise price per share; and the maximum term of each stock option may not exceed five years.



The names and titles of the Directors/Executive Officers of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in the following table as of 7/7/2008, as well as the number of options granted to Directors and all employees/consultants as a group.



|Table No. 7               
|--------------------------
|Stock Options Outstanding 
|Name                      
|Officers/Directors        
|George Whatley            
|Richard Whatley           
|Carl Pines                
|Claus te Wildt            
|Total Officers/Directors  
|IR Consultants            
|Employees/Consultants/etc.
|TOTAL                     











ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



7.A.  Major Shareholders.



7.A.1.a.  Holdings By Major Shareholders.

Refer to ITEM #6.E and Table No. 4/5/6/7.



7.A.1.b.  Significant Changes in Major Shareholders Holdings

7.A.1.c.  Different Voting Rights

---No Disclosure Required---



7.A.2.  Canadian Share Ownership

On 7/7/2008, the Companys shareholders list showed 36,867,814 common shares outstanding with 107 registered shareholders.  Of these registered shareholders, 46 are resident in Canada, 56 are resident in the USA, and five are located elsewhere.  The Canadian shareholders own 27,357,971 common shares, the US shareholders own 7,858,455 common shares, and the other shareholders own 1,651,388 common shares.



The Company has researched the indirect holding by depository institutions and other financial institutions; based on this research and other research into the indirect holdings of other institutions, the Company estimates that it has about 1,000beneficial owners that own 100% of its common shares.





7.A.3.  Control of Company

The Company is a publicly owned Canadian corporation, the shares of which are owned by U.S. residents, Canadian residents and other foreign residents.  The Company is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., History and Growth of the Company, and ITEM #6.E., Share Ownership.





7.A.4.  Change of Control of Company Arrangements

---No Disclosure Necessary---





7.B.  Related Party Transactions

During Fiscal 2008, the Company paid fees of $160,000 (2007 - $147,000) for contract negotiation, property investigation, property acquisition, site investigation and management of field programs, $8,900 (2007 - $8,550) for secretarial and bookkeeping services, $6,000 (2007 - $6,000) for office rental, and $2,000 (2007 - $4,800) for vehicle rental to directors of the Company or companies controlled by directors of the Company.



For Fiscal 2008/2007/2006, respectively, George Whatley [President/CEO] received $70,000/$60,000/$60,000 as a fee for administration of the Companys affairs, $20,000/$20,000/$9,000 as a fee to manage and supervise the drilling program, and $nil/$4,800/$nil as a car allowance.  All but the car allowances were paid to Whatley Holdings Inc., a private company controlled by George Whatley and his family.



For Fiscal 2008/2007/2006, respectively, Richard Whatley [CFO/Secretary] received $72,000/$67,000/$62,000 as a fee for engineering and survey services.  During Fiscal 2008/20072006, $2,000/$nil/$2,700 was paid for a car allowance.  The service fees were paid to 433440 BC Ltd., a private company controlled by Richard Whatley and his family.







For Fiscal 2008/2007/2006, respectively, Natalie Whatley, wife of Richard Whatley, received $8,900/$8,550/$8,350 as fees for secretarial/bookkeeping services.



For Fiscal 2008/2007/2006, respectively, the Company paid $6,000/$6,000/$6,000 for office rental to Whatley Holdings Inc., a private company controlled by George Whatley and xxx family.



These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount, which is the amount of consideration established and agreed to by the related parties.



Other than as disclosed above, there have been no transactions since 2/28/2005, or proposed transactions, which have materially affected or will materially affect the Company in which any Director, Senior Management, or beneficial holder of more than 10% of the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.  Management believes that all of these transactions were on terms at least as favorable to the Company as could have been obtained from unaffiliated third parties.





7.C.  Interests of Experts and Counsel

--- No Disclosure Necessary ---





ITEM 8.  FINANCIAL INFORMATION



8.A.  Statements and Other Financial Information

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.



The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit reports of DeVisser Gray LLP and McKay LLP, independent Chartered Accountants, are included herein immediately preceding the financial statements.



Audited Financial Statements: Fiscal 2008 Ended 7/29/2008

Fiscal 2007 Ended 2/28/2007

Fiscal 2006 Ended 2/28/2006





8.A.7.  Legal/Arbitration Proceedings

The Directors and the management of the Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.



The Directors and the management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.



8.B.  Significant Changes

No significant change has occurred since the date of the annual financial statements, and/or since the date of the most recent interim financial statements.







ITEM 9.  THE OFFER AND LISTING



9.A.  Common Share Trading Information

The Company's common shares began trading on 01/01/1988, on the Vancouver Stock Exchange in Vancouver, British Columbia, Canada, under its former name Info-Stop Communications Inc..  The Company's common shares presently trade on the TSX Venture Exchange in Toronto, Ontario, Canada, under the symbol "ALQ".  The ISIN number is #CA02073D1096.



The following table lists the volume of trading and high/low/closing sales prices on the TSX Venture Exchange for the Company's common shares for: the last six months, the last nine calendar; and the last five fiscal years.



|Table No. 8                   
|------------------------------
|TSX Venture Exchange          
|Common Shares Trading Activity
|Sales - Canadian Dollars      
|Period Ended                  
|Monthly                       
|6/30/2008                     
|5/31/2008                     
|4/30/2008                     
|3/31/2008                     
|2/29/2008                     
|1/31/2007                     
|Quarterly                     
|5/31/2008                     
|2/29/2008                     
|11/30/2008                    
|8/31/2007                     
|5/31/2007                     
|2/28/2007                     
|11/30/2006                    
|8/31/2006                     
|5/31/2006                     
|Yearly                        
|Fiscal 2008 Ended 2/29/2008   
|Fiscal 2007 Ended 2/28/2007   
|Fiscal 2006 Ended 2/28/2006   
|Fiscal 2005 Ended 2/28/2005   
|Fiscal 2004 Ended 2/29/2004   









The TSX Venture Exchange

The TSX Venture Exchange (TSX-V) is a result of the acquisition by the Toronto Stock Exchange of the Canadian Venture Exchange (CDNX) from its member firms on 8/1/2001.  The CDNX resulted from the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange that took place on 11/29/1999, to form the CDNX.  The TSX Venture Exchange currently operates as a complementary but independent exchange from its parent, the Toronto Stock Exchange.



The initial roster of the CDNX was made up of venture companies previously listed on the Vancouver Stock Exchange or the Alberta Stock Exchange and later incorporated junior listings from the Montreal Stock Exchange, the Winnipeg Stock Exchange, and the CDN Over-The-Counter Market.  The TSX Venture Exchange is a venture market as compared to the Toronto Stock Exchange that is Canadas senior market and the Montreal Exchange that is Canadas market for derivatives products.



The TSX Venture Exchange currently has five service centers: Calgary, Toronto, Vancouver, Winnipeg and Montreal.  These service centers provide corporate finance, surveillance and marketing expertise.  The corporate office for the TSX Venture Exchange is located in Calgary and the operations office is located in Vancouver.



The TSX Venture Exchange is a self-regulating organization owned and operated by the Toronto Stock Exchange, which in turn is owned by its member brokerage firms.  Representatives of member firms and the public govern it.



Organizationally, the TSX Venture Exchange is comprised of seven business areas: Corporate Finance Services, Trading Services and Market Information Services, Compliance, Marketing, Technology, Corporate Affairs and Human Resources.



The TSX Venture Exchange acts as a business link between TSX members, listed companies and investors.  TSX Venture Exchange policies and procedures are designed to accommodate companies still in their formative stages and recognize those that are more established.  Listings are predominately small and medium sized companies.



The Canadian Investor Protection Fund (CIPF) protects investors in Canada.  The CIPF is a private trust fund established to protect customers in the event of the insolvency of a member of any of the following self-regulatory organizations: the TSX Venture Exchange; the Montreal Exchange; the Toronto Stock Exchange; the Toronto Futures Exchange; and the Investment Dealers Association of Canada.



Post-trade monitoring of market activity occurs in the market surveillance department.  Sophisticated software analyses trade data from TRADETSX to detect possible market improprieties.  A variety of surveillance and investigative tools allow the TSX Venture Exchange to perform electronic market monitoring and trade reviews.



The surveillance department is also responsible for monitoring and reviewing listed company activities and detecting breaches of the listing policies or the listing agreement.  Market surveillance and listed company surveillance activities are closely coordinated.







9.A.5.A.  Common Share Description



Registrar/Common Shares Outstanding/Shareholders

The authorized capital of the Company consists of an 100,000,000 common shares in registered form with no par value.  Pacific Corporate Trust Company of Canada (located at 510 Burrard Street 2nd Floor Vancouver, British Columbia, Canada  V6C 3B9) is the registrar and transfer agent for the common shares.



Common Share Description

All of the authorized common shares of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.



Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.



Provisions as to the modification, amendment or variation of such shareholder rights or provisions are contained in the British Columbia Corporations Act.  Unless the BC Corporations Act or the Company's Articles or Memorandum otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution or by a vote of a majority or more of the shares represented at the shareholders' meeting.



There are no restrictions on the repurchase or redemption of common shares of the Company while there is any arrearage in the payment of dividends or sinking fund installments.



Flow-Through Common Shares

Proceeds from the sale of flow-through common shares are used to fund mineral exploration work that may qualify for the British Columbia Mining Exploration Tax Credit (METC).  Effective August 1, 1998, expenditures made by eligible individuals and corporations conducting grassroots mineral exploration in British Columbia may qualify for the METC.  The METC is a credit of 20% of the amount by which total qualified mining exploration expenses are incurred by the taxpayer in the taxation year.



Qualified Mining Exploration Expenses are defined as any expense (before deducting any assistance) incurred by a taxpayer after July 31, 1998 and before August 1, 2003 for the purpose of determining the existence, location, extent or quality of a mineral resource in British Columbia, other than an excluded expense. Such qualified expenses may include costs incurred in:

a. Prospecting;

b. Carrying out geological, geophysical or geochemical surveys;

c. Drilling by rotary, diamond, percussion or other methods; or

d. Trenching, digging test pits and preliminary sampling.



In order to apply for the METC, the taxpayer must be subject to British Columbia Income Tax for the taxation year in which the credit is being claimed. An individual must have resided in British Columbia on the last day of the taxation year to be eligible to apply for the credit. A corporation must have maintained a permanent establishment in British Columbia at any time in the taxation year in order to be eligible to apply for the METC.









Common shares of exploration companies that are issued under the METC program are known as Flow-Through shares. During 2008/2007/2006, the Company issued 3,060,496/2,781,500/285,000 flow-through common shares for gross proceeds of $2,295,372/$1,112,600/$142,500.  Under the sale, proceeds received under the METC program are distributed directly to the purchasers of the flow-through common shares.





9.A.5.B.  Stock Options and Share Purchase Warrants

Refer to ITEM 6.E. and Table No. 4/5/6/7 for additional information.

At 6/30/2008, the Company had no share purchase warrants outstanding.





9.A.6.  Differing Rights

9.A.7.a.  Subscription Warrants/Right

9.A.7.b.  Convertible Securities/Warrants

--- No Disclosure Necessary ---





9.C.  Stock Exchanges Identified

The common shares trade on the TSX Venture Exchange in Toronto, Ontario, Canada.  Refer to ITEM #9.A.





ITEM 10.  ADDITIONAL INFORMATION



10.A.  Share Capital



10.A.1.  Authorized/Issued Capital.

There are 100,000,000 common shares, without par value, authorized.  As of 6/30/2008, there were 38,867,814 common shares issued and outstanding.



10.A.2.  Shares Not Representing Capital.

10.A.3.  Shares Held By Company.

--- No Disclosure Necessary ---



10.A.4.  Stock Options/Share Purchase Warrants

10.A.5.  Stock Options/Share Purchase Warrants

--- Refer to Table No. 4/5/6/7 ---



10.A.6.  History of Share Capital

For many years, the Company has financed its operations through funds raised in private placements of common shares, and common shares issued upon conversion of share purchase warrants.  The details of the financings are disclosed in ITEM #5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS, Financings.

|Fiscal Year          | Nature of Share Issuance    | Number of Securities | Gross
Amount
|-------------------- | --------------------------- | -------------------- | ------------
|2009 Thru 6/30/2008  | Nil                         | Nil                  | Nil         
|2008 Ended 2/29/2008 | Private Placement of Units  | 2,801,718            | $1,821,117  
|                     | Private Placement of Units  | 3,060,496            | $2,295,372  
|                     | Exercise of Warrants        | 1,968,681            | 1,092,729   
|2007 Ended 2/28/2007 | Private Placement of Units  | 3,499,225            | $1,399,690  
|                     | Exercise of Warrants        | 128,750              | $77,250     
|2006 Ended 2/28/2006 | Private Placements of Units | 957,260              | $478,630    





10.A.7.  Resolutions/Authorizations/Approvals

--- No Disclosure Necessary ---





10.B.  Memorandum and Articles of Association

Following shareholder approval of a special resolution at the 8/16/2006 Special and Annual Meeting of shareholders, the Company adopted a new set of Articles.  The Company undertook this action to bring the Company into compliance with the new, updated British Columbia Corporations Act.  The principle changes include: the reduction of the required vote for a special resolution from three-quarters to two-thirds; Directors are able to approve a name change for the Company without a shareholder vote; Directors can set the location of the Annual General Meeting outside British Columbia, Canada; and deleted the requirement for a pro rate purchase of the shares of the Company.



In addition, the new British Columbia Corporations Act removed the requirement that a majority of Company directors be resident in British Columbia.



Refer to discussion in Fiscal 2007 Annual Report on Form 20-F, for more information about the Companys articles.



10.C.  Material Contracts

--- No Disclosure Necessary ---









10.D.  Exchange Controls

Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed in ITEM 10, Taxation below.



Restrictions on Share Ownership by Non-Canadians

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian".  The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company.  "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.



10.E  Taxation

The following is a brief summary of some of the principal Canadian federal income tax consequences to a holder of common shares of the Company (a "U.S. Holder") who deals at arm's length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the "Act") and the Canada  United States Income Tax Convention (the "Treaty"), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.



This summary is of a general nature only and is not, and should not be interpreted as, legal or tax advice to any particular U.S. Holder and no representation is made with respect to the Canadian income tax consequences to any particular person.  Accordingly, U.S. Holders are urged to consult their own tax advisors with respect to their particular circumstances.









Under the Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares.  The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.



In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of the Company unless (i) at any time in the five-year period immediately preceding the disposition, 25% or more of the shares of any class or series of the capital stock of the Company was owned by (or was under option of or subject to an interest of) the U.S. holder or persons with whom the U.S. holder did not deal at arm's length, and (ii) the value of the common shares of the Company at the time of the disposition derives principally from real property (as defined in the Treaty) situated in Canada.  For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits and other natural resources situated in Canada, rights to amounts computed by reference to the amount or value of production from such resources, certain other rights in respect of natural resources situated in Canada and shares of a corporation the value of whose shares is derived principally from real property situated in Canada.



The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company.  A foreign corporation, such as the Company, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year.  The Company believes that it was not a passive foreign investment company for the taxable year ended 12/31/2007 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.





10.H.  Documents on Display

The Companys documents can be viewed at its North American office, located at: 410 Donald Street, Coquitlam, British Columbia, Canada V3K 3Z8.  The Company files reports, registration statements and other information with the Securities and Exchange Commission (the SEC).  The Companys reports, registration statements and other information can be inspected on the SECs website at www.sec.gov and such information can also be inspected and copies ordered at the public reference facilities maintained by the SEC at the following location:  100 F Street, N.E., Washington, D.C.  20549.









ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

--- No Disclosure Necessary ---



ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.  Debt Securities            --- No Disclosure Necessary ---

12.B.  Warrants and Rights        --- No Disclosure Necessary ---

12.C.  Other Securities           --- No Disclosure Necessary ---

12.D.  American Depository Shares  -- No Disclosure Necessary ---





PART II



ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

--- No Disclosure Necessary ---





ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY

HOLDERS AND USE OF PROCEEDS   --- No Disclosure Necessary ---





ITEM 15.  CONTROLS AND PROCEDURES

Within the 90-day period prior to the filing of this report ("Date of Evaluation"), an evaluation was carried out under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.  Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.



The Company's disclosure controls and procedures operate such that important information flows to appropriate collection and disclosure points in a timely manner and are effective to ensure that such information is accumulated and communicated to the Company's management, and made known to the Company's Chief Executive Officer and Chief Financial Officer, including the period when this Annual Report on Form 20-F was prepared, as appropriate to allow timely decision regarding the required disclosure.



There have been no changes in the Company's internal controls or the occurrence of events or other factors that could affect these controls, subsequent to the Date of Evaluation.  Nor have there been any corrective actions with regard to deficiencies or material weaknesses.









ITEM 16.  RESERVED



ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT

The Company does not have an audit committee financial expert serving on its audit committee.  The Companys Audit Committee consists of an unrelated director, the President/CEO of the Company, and the CFO/Corporate Secretary of the Company, all of whom are both financially literate and very knowledgeable about the Companys affairs.  Because the Companys structure and operations are straightforward, the Company does not find it necessary to augment its Board with a financial expert.



ITEM 16B.  CODE OF ETHICS

The Company has not adopted a written code of ethics that meets the new United States' Sarbanes-Oxley standards; the Board of Directors believes that existing Canadian standards and procedures is adequate for its purposes.  The Company has not seen any need to adopt a written code of ethics on the basis that its corporate culture effectively deters wrongdoing and promotes honest and ethical conduct, full, fair and accurate, timely, and understandable disclosure in reports and documents, the compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the code; and accountability for adherence to the code.



ITEM 16C. PRINCIPAL ACCOUNTIING FEES AND SERVICES

The audit committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.



The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by this policy and/or procedure.  The decisions of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the full Audit Committee at its next scheduled meeting.



In accordance with the requirements of the US Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, we introduced a procedure for the review and pre-approval of any services performed by DeVisser Gray LLP, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of DeVisser Gray LLP for audit and permitted non-audit services are submitted to the finance and audit committee for approval prior to the beginning of any such services.



Fees, including reimbursements for expenses, for professional services rendered by DeVisser Gray LLP to the Company are detailed below.

|Principal Accountant Fees and Services | Fiscal 2008
Ended 2/29/2008 | Fiscal 2007
Ended 2/28/2007
|-------------------------------------- | --------------------------- | ---------------------------
|Audit Fees                             | $15,000                     | $23,500                    
|Audit-Related Fees                     | Nil                         | Nil                        
|Tax Fees                               | Nil                         | $5,450                     
|All Other Fees                         | Nil                         | Nil                        
|TOTAL                                  | $15,000                     | $28,950                    











ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

--- No Disclosure Necessary ---



ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

--- No Disclosure Necessary ---





PART III



ITEM 17.  FINANCIAL STATEMENTS

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian GAAP, the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.  The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit report of DeVisser Gray LLP, Chartered Accountants, are included herein immediately preceding the financial statements.



Audited Financial Statements

Report of Independent Registered Public Accounting Firm, dated 6/26/2008

Report of Independent Registered Public Accounting Firm, dated 5/31/2006

Balance Sheets at 2/29/2008 and 2/28/2007

Statements of Operations and Deficit

for the years ended 2/29/2008, 2/28/2007, and 2/28/2006

Statements of Cash Flows

for the years ended 2/29/2008, 2/28/2007, and 2/28/2006

Notes to Financial Statements

Schedule of Acquisition Costs at 2/29/2008 and 2/28/2007

Schedule of Deferred Expenditures at 2/29/2008 and 2/28/2007





ITEM 18.  FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to ITEM #17.









ITEM 19.  EXHIBITS

1.  Certificates of Incorporation and Name Changes, By-Laws/Articles

--- Incorporated by reference to the Registration Statement as amended;

Annual Reports on Form 20-F, and Form 6-Ks ---



2.  Instruments defining the rights of holders of equity or debt securities

being registered.   --- Refer to Exhibit No. 1 ---



3.  Voting Trust Agreements:  No Disclosure Necessary



4.  Material Contracts:

--- Incorporated by reference to the Registration Statement as amended;

Annual Reports on Form 20-F, and Form 6-Ks ---



5.  Foreign Patents:                                  No Disclosure Necessary

6.  Earnings Per Share Calculation:                   No Disclosure Necessary

7.  Ratio of Earnings To Fixed Charges:               No Disclosure Necessary

8.  List of Subsidiaries:                             No Disclosure Necessary

9.  Statement Regarding Date of Financial Statements: No Disclosure Necessary

10.  Notice Required by Rul3e 104 of Regulation BTR:  No Disclosure Necessary

11.  Code of Ethics as required by ITEM No. 16:       No Disclosure Necessary



12:  The certifications required by Rule 13a-14(a) or Rule 15d-14(a)..(attached)



13.  The certifications required by Rule 13a-14(b) or Rule 15d-14(b) and

Section 1350 of Chapter 63 of Title 18 of the United States Code (attached)



14.  Legal Opinion required by Instruction 3 of ITEM 7B: No Disclosure Necessary



15.  Additional Exhibits:

--- Incorporated by reference to the Registration Statement as amended;

Annual Reports on Form 20-F, and Form 6-Ks ---

















Alpha Gold Corp.

(An Exploration Stage Company)

Years Ended February 29, 2008 and February 28, 2007
Financial Statements

Alpha Gold Corp.

(An Exploration Stage Company)

Financial Statements

February 29, 2008



|Auditors Report                     |  | 3     
|------------------------------------ |  | ------
|Statements of Operations and Deficit |  | 4     
|Balance Sheets                       |  | 5     
|Statements of Cash Flows             |  | 6     
|Notes to the Financial Statements    |  | 7 20 
|Schedule of Deferred Expenditures    |  | 21- 22



D E V I S S E R G R A Y L L P

CHARTERED ACCOUNTANTS

401 - 905 West Pender Street
Vancouver, BC Canada
V6C 1L6
Tel: (604) 687-5447
Fax: (604) 687-6737

AUDITORS REPORT

To the Shareholders of Alpha Gold Corp.

We have audited the balance sheet of Alpha Gold Corp. as at February 29, 2008 and February 28, 2007 and the statements of operations and deficit and cash flows for each of the three years ended February 29, 2008, February 28, 2007 and February 28, 2006 and cumulative from inception to February 29, 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 audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance 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.

In our opinion, these financial statements present fairly, in all material respects, the financial position of Alpha Gold Corp. as at February 29, 2008 and February 28, 2007 and the results of its operations and its cash flows for each of the three years ended February 29, 2008, February 28, 2007 and February 28, 2006 and cumulative from inception to February 29, 2008 in accordance with Canadian generally accepted accounting principles.

The financial statements for the year ended February 28, 2006, were audited by other auditors who expressed an opinion without reservation on those financial statements in their report dated May 31, 2006.

DeVisser Gray LLP

CHARTERED ACCOUNTANTS

Vancouver, British Columbia

June 26, 2008









Alpha Gold Corp.

(An Exploration Stage Company)

Statements of Operations and Deficit



|                                                                          | Cumulative
Inception to | For the year ended, |                  
|------------------------------------------------------------------------- | ----------------------- | ------------------- | -----------------
|                                                                          | February 29,
2008       | February 29,
2008   | February 28,
2007
|Expenses                                                                  |                         |                     |                  
|Amortization                                                              | 287,644                 | 41,407              | 24,983           
|Automotive                                                                | 129,919                 | 15,384              | 16,454           
|Bad debts
Consulting and management fees                                  | 14,999
599,263          | -
70,000            | -
60,000         
|Financial relations                                                       | 59,000                  | -                   | -                
|Gain on disposal of exploration property Insurance                        | (7,400)
42,486          | -
6,249             | -
4,088          
|Gain on disposal of equipment                                             | (52,202)                | -                   | (30,115)         
|Office, printing and miscellaneous                                        | 345,065                 | 13,721              | 13,826           
|Professional fees                                                         | 832,833                 | 82,814              | 66,420           
|Property investigation                                                    | 25,052                  | -                   | -                
|Regulatory and transfer fees                                              | 215,595                 | 35,360              | 25,018           
|Rent                                                                      | 96,930                  | 6,000               | 6,000            
|Repairs and maintenance                                                   | 13,291                  | -                   | -                
|Shareholder relations                                                     | 344,396                 | 90,859              | 112,740          
|Stock based compensation (note 7)                                         | 320,300                 | 32,500              | 195,500          
|Telephone                                                                 | 19,096                  | 1,325               | 3,304            
|Travel and promotion                                                      | 141,795                 | 15,164              | 10,790           
|Wages                                                                     | 12,864                  | -                   | -                
|Write-off of cost of and expenditures on
exploration properties abandoned | 1,133,596               | -                   | -                
|Write-down of fixed assets                                                | 46,527                  | -                   | -                
|                                                                          | 4,621,049               | 410,783             | 509,008          
|Net loss before other items and income taxes                              | 4,621,049               | 410,783             | 509,008          
|Other income                                                              |                         |                     |                  
|Insurance proceeds                                                        | 12,898                  | -                   | -                
|Interest                                                                  | 613,845                 | 133,499             | 50,454           
|Net gain on marketable securities                                         | 40,094                  | -                   | -                
|Other expenses                                                            |                         |                     |                  
|Interest, bank charges and foreign exchange                               | (24,425)                | (2,818)             | 225              
|Loss on realization of demand debenture                                   | (14,487)                | -                   | -                
|                                                                          | 627,925                 | 130,681             | 50,679           
|Net loss before income taxes                                              | (3,993,124)             | (280,102)           | (458,329)        
|Future income taxes recovery                                              | 541,924                 | 321,720             | 160,151          
|Net income (loss) and comprehensive income (loss) for the period          | (3,451,200)             | 41,618              | (298,178)        
|Deficit  beginning of period                                             | -                       | (3,492,818)         | (3,194,640)      
|Deficit  end of period                                                   | $(3,451,200)            | $(3,451,200)        | $ (3,492,818)    
|Basic and diluted income (loss) per share                                 |                         | $     0.00          | $  (0.01)        
|Weighted average number of shares outstanding                             | - basic                 | 34,581,970          | 27,452,763       
|                                                                          | - diluted               | 34,869,616          | -                



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







Alpha Gold Corp.

(An Exploration Stage Company)

Balance Sheets

|                                                             | February 29, | February 28,
|------------------------------------------------------------ | ------------ | ------------
|                                                             | 2008         | 2007        
|Assets                                                       |              |             
|Current                                                      |              |             
|Cash and cash equivalents                                    | $  4,004,766 | $ 1,253,430 
|Other receivables                                            | 106,445      | 29,134      
|Subscription receivable                                      | -            | 6,000       
|Taxes receivable                                             | 102,736      | 95,709      
|Prepaid expense                                              | 7,428        | -           
|                                                             | 4,221,375    | 1,384,273   
|Reclamation bond (note 5)                                    | 30,000       | 25,000      
|Investment in exploration properties (note 3 and Schedule)   | 513,682      | 513,682     
|Expenditures on exploration properties (note 3 and Schedule) | 7,789,375    | 6,035,098   
|Equipment (note 4)                                           | 126,017      | 50,626      
|                                                             | $ 12,680,449 | $ 8,008,679 
|Liabilities                                                  |              |             
|Current
Accounts payable and accrued liabilities             | $  13,747    | $  25,465   
|Future income tax liability (note 8)                         | 760,620      | 702,943     
|                                                             | $ 774,367    | 728,408     
|Shareholders Equity                                         |              |             
|Share capital (note 6)                                       | 15,035,182   | 10,483,489  
|Contributed surplus(notes 6 and 7)                           | 322,100      | 289,600     
|Deficit                                                      | (3,451,200)  | (3,492,818) 
|                                                             | 11,906,082   | 7,280,271   
|                                                             | $ 12,680,449 | $ 8,008,679 
|Nature of operations (note 1)                                |              |             
|Approved by the Directors:                                   |              |             



Director

Director

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







Alpha Gold Corp.

(An Exploration Stage Company)

Statements of Cash Flows



|                                                                          | Cumulative
Inception to | For the year ended, |                  
|------------------------------------------------------------------------- | ----------------------- | ------------------- | -----------------
|                                                                          | February 29,
2008       | February 29,
2008   | February 28,
2007
|Cash provided by (used in):                                               |                         |                     |                  
|Operating activities                                                      |                         |                     |                  
|Net income (loss) for the period                                          | $ (3,451,200)           | $ 41,618            | $ (298,178)      
|Items not affecting cash:                                                 |                         |                     |                  
|Amortization                                                              | 287,644                 | 41,407              | 24,983           
|Future income taxes (recovery)                                            | (541,924)               | (321,720)           | (160,151)        
|Gain on disposal of equipment                                             | (52,202)                | -                   | (30,115)         
|Gain on sale of exploration property                                      | (7,400)                 | -                   | -                
|Gain on disposal of marketable securities                                 | (40,094)                | -                   | -                
|Loss on realization of demand debenture                                   | 14,487                  | -                   | -                
|Stock based compensation                                                  | 320,300                 | 32,500              | 195,500          
|Write-off of cost of and expenditures on
exploration properties abandoned | 1,133,596               | -                   | -                
|Write-down of fixed assets                                                | 46,527                  | -                   | -                
|                                                                          | (2,290,266)             | (206,195)           | (267,961)        
|Changes in non-cash working capital (note 10)                             | (431,007)               | (93,767)            | (25,962)         
|                                                                          | (2,721,273)             | (299,962)           | (293,923)        
|Investing activities                                                      |                         |                     |                  
|Investment in and expenditures on exploration properties                  | (9,249,345)             | (1,763,994)         | (1,147,466)      
|Proceeds on disposal of exploration property                              | 20,000                  | -                   | -                
|Proceeds on disposal of marketable securities                             | 60,094                  | -                   | -                
|Acquisition of reclamation bonds                                          | (30,000)                | (5,000)             | (18,000)         
|Sale (purchase) of equipment, net of disposal                             | (407,986)               | (116,798)           | 22,003           
|Demand debenture                                                          | (12,250)                | -                   | -                
|                                                                          | (9,619,487)             | (1,885,792)         | (1,143,463)      
|Financing activity                                                        |                         |                     |                  
|Proceeds on issuance of shares, net of issue costs                        | 16,345,526              | 4,937,090           | 1,427,638        
|Increase (decrease) in cash for the period                                | 4,004,766               | 2,751,336           | (3,748)          
|Cash and cash equivalents  beginning(note 2(d))                          | -                       | 1,253,430           | 1,257,178        
|Cash and cash equivalents  ending(note 2(d))                             | $ 4,004,766             | $ 4,004,766         | $ 1,253,430      
|Supplemental cash flow information (note 10)                              |                         |                     |                  



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









Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

1.

Nature of Operations

The investment in and expenditures on exploration properties comprise a significant portion of the Companys assets. Realization of the Companys investment in these assets is dependent upon obtaining the necessary financing to continue exploration and development of the properties, the attainment of successful production from the properties or from the proceeds of their disposal.

The continuing operations of the Company are dependent upon its ability to continue to raise capital to funds its exploration and development programs. The Company has no revenue and has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2.

Significant Accounting Policies

a)

Basis of Presentation

The financial statements of the Company are prepared in accordance with Canadian generally accepted accounting principles. As described in note 10, these principles differ in certain material respects from United States generally accepted accounting principles.

b)

Financial instruments

Effective March 1, 2007, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants (CICA) under CICA Handbook Section 1530 Comprehensive Income (Section 1530), Section 3251 Equity, Section 3855 Financial Instruments  Recognition and Measurement (Section 3855), Section 3861 Financial Instruments  Disclosure and Presentation and Section 3865 Hedges. These new sections, which apply to fiscal years beginning on or after October 1, 2006, provide requirements for the recognition and measurement of financial instruments and on the use of hedge accounting. Section 1530 establishes standards for reporting and presenting comprehensive income which is defined as the change in equity from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income but that are excluded from net income calculated in accordance with Canadian generally accepted accounting principles.



Under Section 3855, all financial instruments are classified into one of five categories: held­-for-trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments are measured at fair value on initial recognition, except for certain related party transactions. Subsequently all financial instruments and derivatives are measured in the balance sheet at fair value except for loans and receivables, held-to maturity investments and other financial liabilities which are measured at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification as follows: (1) held-for-trading financial assets are measured at fair value and changes in fair value are recognized in net income; (2) available­for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the instrument is derecognized or impaired; and (3) all derivative instruments, including embedded derivatives, are recorded in the balance sheet at fair value unless they qualify for the normal sale normal purchase exemption and changes in their fair value are recorded in income unless cash flow hedge accounting is used, in which case changes in fair value are recorded in other comprehensive income.







Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

2.

Significant Accounting Policies(continued)

b)

Financial instruments (continued)

As a result of the adoption of these new standards, the Company has classified its cash and cash equivalents as held-for-trading. Receivables and amounts due from related parties are classified as loans and receivables. Accounts payable and accrued liabilities are classified as other financial liabilities, all of which are measured at amortized cost.

Section 3855 also provides guidance on accounting for transaction costs incurred upon the issuance of debt instruments or modification of a financial liability. Transaction costs are now deducted from the financial liability and are amortized using the effective interest method over the expected life of the related liability. There was no effect on the financial statements as at March 1, 2007 as a result of adopting these policies.

All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

c)

Translation of Foreign Currency



Amounts recorded in a foreign currency have been translated into Canadian dollars as follows:



(i)

Accounts included in the statement of operations and deficit are translated at average rates of exchange prevailing during the period; and,

(ii)

Accounts included in the balance sheet are translated at rates of exchange at period end; except that, equipment and investment in and expenditures on exploration properties are translated at rates prevailing at acquisition or exploration date.

All gains and losses arising from the translation of foreign currency are included in operations.

d)

Cash and Cash Equivalents



The Company considers all investments that are cashable on demand and utilized periodically for day to day operations to be cash equivalents.



At February 29, 2008 the Company held a term deposit of $3,900,000 (2007 - $1,100,000), bearing interest at 4% per annum.

e)

Deferred Expenditures



Acquisition costs of exploration properties, rights and options together with direct exploration and development expenditures thereon are deferred until the property is put into production, sold, or abandoned. Acquisition costs will be reduced by any payments from the granting of options to purchase the exploration property.



Such expenditures are to be amortized using the unit of production method based upon the estimated proven reserves in each cost centre as determined by independent engineers, or charged to operations if any cost centre is determined to be unsuccessful.







Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

2.

Significant Accounting Policies(continued)

e)

Deferred Expenditures(continued)



All deferred expenditures are reviewed by management, on a property by property basis, to consider whether there are any conditions that may indicate an impairment in value. When the carrying value exceeds the net recoverable amount as estimated by management, or the Companys ability to sell the property for an amount exceeding the deferred costs, provision is made for the impairment in value. Recorded costs are not intended to reflect present or future values of the properties.



The recovery of recorded costs is subject to measurement uncertainty, and it is reasonably possible that changes in future conditions in the near term could require a material change in the recorded amount.



The Company has adopted the CICAs Handbook Section 3110 asset retirement obligations which establishes standards for the recognition, measurement and disclosure of liabilities for asset retirement obligations and the associated asset retirement costs. The standards apply to legal obligations associated with the retirement of long-lived tangible assets that arise from the acquisition, construction, development or normal operation of such assets. The standards require that a liability for an asset retirement obligation be recognized in the period in which it is incurred and when a reasonable estimate of the fair value of the liability can be made. Furthermore, a corresponding asset retirement cost should be recognized by increasing the carrying amount of the related long-lived asset. The asset retirement cost is subsequently allocated in a rational and systematic method over the underlying assets useful life. The initial fair value of the liability is accreted, by charges to operations, to its estimated nominal future value. As of February 29, 2008 and February 28, 2007 no amount has been accrued.



Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Companys title. Property may be subject to unregistered prior agreements or inadvertent non-compliance with regulatory requirements.

f)

Equipment



Equipment is recorded at cost and amortization is calculated on a declining balance basis at the following annual rates:



Computer equipment

- 30%

Furniture and fixtures

- 20%

Trucks

- 30%

g)

Income (loss) per Share



Basic income (loss) per share computations is based on the weighted average number of common shares outstanding during the year. Diluted income (loss) per share is calculated using the treasury stock method. Under the treasury stock method, the weighted average number of shares outstanding used in the calculation of diluted income (loss) per share assumes that the deemed proceeds received from the exercise of stock options, share purchase warrants and their equivalents would be used to repurchase common shares of the Company at the average market price during the year.









Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

2.

Significant Accounting Policies(continued)

h)

Share Issue Costs



Share issue costs incurred on the issue of the Companys shares are charged directly to share capital.

i)

Flow-Through Shares



The Company has adopted the CICAs guidance on the accounting treatment of Canadian flow-through shares through Emerging Issues Committee abstract-EIC 146. All flow-through shares issued by the Company have been accounted for in accordance with this Abstract. The Abstract recommends that upon renunciation to the shareholders, the Company will reduce share capital and record a temporary future income tax liability for the amount of the tax deduction renounced to shareholders. In instances where the Company has sufficient available tax loss carry forwards or other deductible temporary differences available to offset the renounced tax deductions, the realization of the deductible temporary differences will be credited to operations in the period of renunciation.

j)

Income Taxes



The Company follows the liability method of accounting for income taxes. Under this policy, future income tax assets and liabilities are determined based on the differences between the tax basis of assets and liabilities and those reported in the financial statements. The future tax assets or liabilities are calculated using the tax rates for the periods in which the temporary differences are expected to reverse. The effect on future income tax assets and liabilities as a result of a change in tax rates is included in operations in the period in which the change is enacted or substantially assured. The amount of future tax assets recognized is limited to the amount of the benefit that is more likely than not to be realized.

k)

Stock Based Compensation



All stock-based awards are measured and recognized using the fair-value method as determined by the Black-Scholes option pricing model. Awards that the Company has the ability to settle with stock are recorded as equity, whereas awards that the Company is required to, or has the practice of settling in cash are recorded as liabilities. Compensation is recognized in the statement of operations over the vesting period.

l)

Use of Estimates



The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

m)

Measurement Uncertainty

The amounts recorded for asset retirement obligation, equipment and the future recovery of the recorded cost of the properties are based on estimates. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant.









Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

2.

Significant Accounting Policies(continued)



n)

Accounting changes



Effective January 1, 2007, the Company implemented the new CICA Handbook Section 1506 accounting changes. Under these new recommendations, voluntary changes in accounting policy are permitted only when they result in the financial statements providing reliable and more relevant information. This section requires changes in accounting policy to be applied retrospectively unless doing so is impracticable, requires prior period errors to be corrected retrospectively and requires enhanced disclosures about the effects of change in accounting policies, estimates and error on the financial statements.



These recommendations also require the disclosure of new primary sources of generally accepted accounting principles that have been issued that the Company has not adopted because they are not yet in effect.



The impact the adoption of this Section will have on the Companys financial statements will depend on the nature of future accounting changes.



Recent accounting pronouncements



Assessing Going Concern



The Accounting Standards Board (AcSB) amended CICA Handbook Section 1400, to include requirements for management to assess and disclose an entitys ability to continue as a going concern. This section applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008. This section relates to disclosures and will not have an impact on the Companys financial results and will be adopted by the Company on March 1, 2008.



Capital Disclosures



The AcSB issued CICA Handbook Section 1535 Capital disclosures The section specifies the disclosure of (i) an entitys objectives, policies, and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. This section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2007. This section relates to disclosures and will not have an impact on the Companys financial results and will be adopted by the Company on March 1, 2008.



Goodwill and Intangible Assets



The AcSB issued CICA Handbook Section 3064 which replaces Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. This new section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets. Standards concerning goodwill remain unchanged from the standards included in the previous Section 3062. The section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2008 and is not expected to have an impact on the Companys financial results and will be adopted by the Company on March 1, 2008.







Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

2.

Significant Accounting Policies(continued)



Financial Instruments



In December 2006, the CICA issued Handbook section 3862, Financial Instruments  Disclosures and Section 3863, Financial Instruments  Presentations to replace Section 3861, Financial Instruments  Disclosure and Presentations.



The AcSB issued CICA Handbook Section 3862, Financial Instruments  Disclosures,which requires entities to provide disclosures in their financial statements that enable users to evaluate (a) the significance of financial instruments for the entity's financial position and performance; and (b) the nature and extent of risks arising from financial instruments to which the entity is exposed during the period and at the balance sheet date, and how the entity manages those risks. The principles in this section complement the principles for recognizing, measuring and presenting financial assets and financial liabilities in Section 3855, Financial Instruments  Recognition and Measurement, Section 3863, Financial Instruments  Presentation,and Section 3865, Hedges. This section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2007. Section 3862 relates to disclosures and will not have an impact on the Companys financial results.



The AcSB issued CICA Handbook Section 3863, Financial Instruments  Presentation,which is to enhance financial statement users' understanding of the significance of financial instruments to an entity's financial position, performance and cash flows. This section carries forward standards that were previously established in Section 3861 relating to the presentation of financial instruments and non-financial derivatives. It deals with the classification of financial instruments, from the perspective of the issuer, between liabilities and equity, the classification of related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset. This section applies to interim and annual financial statements relating to fiscal years beginning on or after October 1, 2007. Section 3863 relates to presentation and will not have an impact on the Companys financial results.

International financial reporting standards (IFRS)



In 2006, the Canadian Accounting Standards Board (AcSB) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canadas own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended January 1, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.



3.

Exploration Properties

|                                 | 2008        | 2007        
|-------------------------------- | ----------- | ------------
|Acquisition costs (Schedule)     | $  513,682  | $    513,682
|Deferred expenditures (Schedule) | 7,789,375   | 6,035,098   
|                                 | $ 8,303,057 | $ 6,548,780 









Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

3.

Exploration Properties (continued)

(a)

Lust Dust Claims



(i)

On July 15, 1989, the Company acquired a 100% interest in certain mineral claims located in the Omineca Mining Division, British Columbia for cash of $170,000. The vendor retains a royalty of 3% of net smelter returns.



(ii)

On February 21, 1992, the Company acquired a 100% interest in certain mineral claims located in the Omineca Mining Division, British Columbia for $100,000 cash and 200,000 shares of the company at a deemed consideration of $0.60 each (previously subject to a 5% net profit interest to a maximum of $100,000 and a royalty of 2% of net smelter returns). In July 2003, the company acquired the retained 5% net profit interest and the 2% net smelter return royalty for $150,000 cash.



4.

Equipment



| | February 29, 2008    | Cost         | Accumulated Amortization | Net Book Value
| | -------------------- | ------------ | ------------------------ | --------------
| | Computer equipment   | $     7,288  | $    5,427               | $    1,861    
| | Furniture & fixtures | 16,361       | 15,587                   | 774           
| | Trucks               | 176,182      | 52,800                   | 123,382       
| |                      | $  199,831   | $  73,814                | $ 126,017     
| | February 28, 2007    |              |                          |               
| | Computer equipment   | $      7,288 | $    4,630               | $    2,658    
| | Furniture & fixtures | 16,361       | 15,393                   | 968           
| | Trucks               | 59,384       | 12,384                   | 47,000        
| |                      | $    83,033  | $  32,407                | $  50,626     



5.

Reclamation Bond



|                                                                                                              | 2008     | 2007    
|------------------------------------------------------------------------------------------------------------- | -------- | --------
|                                                                                                              |          |         
|Cashable term deposit invested for 12 month periods at
cost plus accrued interest at 2.65% to 4.20% per annum | $ 30,000 | $ 25,000

The cashable term deposits are security for reclamation purposes. The investments are made for a one year term and will automatically renew at the maturity date.

6.

Share Capital

a)

Authorized

100,000,000 common shares without par value





Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

6.

Share Capital (continued)

b)

Issued



|                                                            | 2008       | 2007        
|----------------------------------------------------------- | ---------- | ------------
|                                                            | Number     |             
|                                                            | of Shares  | Amount      
|Balance - beginning of the year                             | 29,036,919 | $ 10,483,489
|Issued during the year
     - for cash @ $0.65              | 2,801,718  | 1,821,117   
|- for cash @ $0.75                                          | 3,060,496  | 2,295,372   
|- for cash @ $0.40                                          | -          | -           
|Warrants exercised                                          | 1,968,681  | 1,092,729   
|Share issue costs                                           | -          | (278,128)   
|Income tax benefits renounced on flow through shares issued | -          | (379,397)   
|Balance  end of the year                                   | 38,867,814 | $ 15,035,182



c)

Share issuances



During the current year:



i)

A private placement was completed on June 13, 2007. The private placement consisted of 5,862,214 units which were issued for proceeds of $4,116,489 (of which 3,060,496 were flow-through units at $.75 each and 2,801,718 were non-flow-through units at $0.65 each). Each unit consisted of one common share and one-half warrant. Each whole warrant is exercisable to purchase one additional non-flow-through common share for $0.90, expiring May 28, 2008. Share issue costs on this transaction were $278,128 for finders fees paid in cash.



ii)

1,968,681 warrants were exercised for proceeds of $1,092,729.



iii)

The Company renounced the income tax benefits attached to the 2,781,500 flow-through shares issued during the prior year. This renunciation resulted in an increase in the future income tax liability of $379,397 and a reduction in share capital of the same amount.



During the prior year:



i)

3,499,225 units were issued at $0.40 per unit (of which 2,781,500 were flow-through units). Each unit consisted of one common share and one-half warrant. Each whole warrant is exercisable to purchase one additional non flow-through common share for $0.60, expiring July 28, 2007. Share issue costs on this transaction were $43,302 for finders fees paid in cash.

ii)

The Company renounced the income tax benefits attached to the 285,000 flow-through shares issued during the prior year. This renunciation resulted in an increase in the future income tax liability of $48,593 and a reduction in share capital of the same amount.







Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

6.

Share Capital (continued)

d)

Warrants outstanding

Warrant transactions for the respective years are summarized as follows:

|                           | Number of warrants | Weighted average exercise price
|-------------------------- | ------------------ | -------------------------------
|Balance, February 28, 2007 | 2,592,824          | $ 0.56                         
|Warrants granted           | 2,931,107          | $ 0.90                         
|Warrants exercised         | (1,968,681)        | $ 0.56                         
|Warrants expired           | (624,143)          | $ 0.56                         
|Balance, February 29, 2008 | 2,931,107          | $ 0.90                         



As of February 29, 2008, the following share purchase warrants were outstanding:



|Number of shares | $ per share | Expiry date  
|---------------- | ----------- | -------------
|2,931,107        | $0.90       | May 28, 2008*
|2,931,107        |             |              

*

Subsequent to year end the warrants expired; unexercised.

e)

Options outstanding



The Company has established a share purchase option plan whereby the board of directors may, from time to time, grant options to directors, officers, employees or consultants. The options granted under the Plan may not exceed 10% of the Companys issued and outstanding shares of the Company at the award date. Options granted under the Plan may have a maximum term of five years. The exercise price of an option is not less than the closing price on the Exchange on the last trading day preceding the grant.



|                           | Number of options | Weighted average
exercise price
|-------------------------- | ----------------- | -------------------------------
|Balance, February 28, 2007 | 1,700,000         | $ 0.40                         
|Options granted            | -                 | $ 0.40                         
|Options expired            | -                 | $ 0.40                         
|Balance, February 29, 2008 | 1,700,000         | $ 0.40                         



A summary of the Companys options outstanding at February 29, 2008 are as follows:



|Number of options
outstanding | Number of options
exercisable | $ per share | Expiry date     
|----------------------------- | ----------------------------- | ----------- | ----------------
|500,000                       | 500,000                       | $ 0.40      | January 28, 2010
|950,000                       | 950,000                       | $ 0.40      | January 26, 2010
|250,000                       | 250,000                       | $ 0.40      | *March 31, 2010 
|1,700,000                     | 1,700,000                     |             |                 



*The expiry date of 250,000 stock options was extended from April 1, 2007 to March 31, 2010. The fair value of the stock options increased by $25,000 which has been recognized as stock- based compensation expense and credited to contributed surplus.







Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007



6.

Share Capital (continued)





f)

Contributed surplus



|                                 | 2008        | 2007      
|-------------------------------- | ----------- | ----------
|Balance, beginning of year       | $   289,600 | $   94,100
|Stock-based compensation expense | 32,500      | 195,500   
|Balance, end of year             | $  322,100  | $ 289,600 



7.

Stock Based Compensation



During the current year, the Company granted no stock options.



During the year ended February 28, 2007, the Company granted 1,200,000 stock options. The fair value of each option granted was estimated on the grant date using the Black-Scholes option-pricing model with the following weighted average assumptions:



|Dividend rate              | 0.00%     | Strike price | $ 0.40
|-------------------------- | --------- | ------------ | ------
|Risk-free interest rate    | 4.09%     | Spot price   | $ 0.41
|Expected life              | 2.9 years | Fair value   | $ 0.17
|Expected annual volatility | 56.13%    |              |       



As disclosed above the Company granted 950,000 options exercisable at $0.40 per share which vested immediately and granted 250,000 options exercisable at $0.40 per share with the following vesting terms; 1/4 three months from date of grant and 1/4 every three months thereafter.



Based on the fair values above for the options granted and vested, compensation expense of $195,500 was recorded in operations for the year, and credited to contributed surplus.



8.

Income Taxes

A reconciliation of current income taxes at statutory rates with the reported taxes is as follows:

|                                               | 2008        | 2007        
|---------------------------------------------- | ----------- | ------------
|Income (loss) for the year before income taxes | $   41,618  | $  (458,329)
|Statutory Canadian corporate rates             | 34.00%      | 34.10%      
|Anticipated tax expense (recovery)             | $   14,150  | $  (156,290)
|Effect of tax rate change                      | (85,573)    | (44,894)    
|Change in rates resulting from:                |             |             
|Items not deductible for tax purposes          | (97,046)    | 88,281      
|Expiry of non-capital loss carry-forward       | 37,144      | 35,583      
|Tax benefits not recognized                    | (190,395)   | (82,831)    
|Actual income tax recovery                     | $ (321,720) | $  (160,151)







Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

8.

Income Taxes(continued)

The significant components of the Company's future income tax assets and liabilities are as follows:



|                                | 2008        | 2007       
|------------------------------- | ----------- | -----------
|Future income tax assets:       |             |            
|Non-capital loss carry-forwards | $   342,859 | $   325,665
|Property and equipment          | 46,641      | 42,497     
|Share issue costs               | 65,557      | 17,105     
|Capital losses                  | 1,592       | 3,797      
|Valuation allowance             | (192,736)   | (263,804)  
|                                | 263,913     | 125,260    
|Future income tax liability:    |             |            
|Mineral properties              | (1,024,533) | (847,562)  



The Company has available non-capital losses of $1,318,689, Cumulative Canadian Exploration Expenses of $1,141,582, Cumulative Canadian Development Expenses of $747,236 and Cumulative Foreign Exploration and Development Expenses of $844,582 which may be carried forward to reduce taxable income in future years. The potential future income tax benefit arising from the non-capital losses prior to 2007 is not reflected in these financial statements. The non-capital losses expire as follows:



|2009 | $ 121,751 
|---- | ----------
|2010 | 150,073   
|2011 | 149,625   
|2015 | 143,752   
|2016 | 176,091   
|2027 | 199,991   
|2028 | 377,406   
|     |           
|     | $1,318,689



The Company has recorded a valuation allowance against its future income tax asset related to non- capital loss carry-forwards that expire on or before 2016 because it does not believe it is more likely than not that sufficient taxable income will be realized during the carry-forward period to utilize the future tax asset.



9.

Related Party Transactions



During the year, the Company paid fees of $160,000 (2007 - $147,000) for contract negotiation, property investigation, property acquisition, site investigation and management of field programs, $8,900 (2007 - $8,550) for secretarial and bookkeeping services, $6,000 (2007 - $6,000) for office rental, and $2,000 (2007 - $4,800) for vehicle rental to directors of the Company or companies controlled by directors of the Company.



These transactions are in the normal course of operations and have been valued in these financial statements at the exchange amount which is the amount of consideration established and agreed to by the related parties.







Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007



10.

Supplemental Cash Flow Information



|Changes in non-cash working capital                 |               |               |              
|--------------------------------------------------- | ------------- | ------------- | -------------
|                                                    | 2008          | 2007          | 2006         
|Other receivables                                   | $ (77,311)    | $ (24,908)    | $  10,563    
|Subscriptions receivable                            | -             | (6,000)       | -            
|Taxes receivable                                    | (7,027)       | -             | -            
|Prepaid expense                                     | (7,428)       | 607           | 4,047        
|Accounts payable and accrued liabilities            | (2,001)       | 4,339         | (2,930)      
|                                                    | $ (93,767)    | $ (25,962)    | $  11,680    
|The Company had the following cash transactions     |               |               |              
|                                                    | 2008          | 2007          | 2006         
|Interest paid                                       | $           - | $      694    | $      415   
|Interest received                                   | $ 51,288      | $ 32,496      | $ 34,758     
|Income taxes received                               | $           - | $ 75,746      | $           -
|The Company had the following non-cash transactions |               |               |              
|                                                    | 2008          | 2007          | 2006         
|Share issue costs                                   | $         -   | $           - | $   1,800    









Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

11.

Generally Accepted Accounting Principles in Canada and the United States

The financial statements have been prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) which differ in certain respects from those principles that the Company would have followed had its financial statements been prepared in accordance with United States generally accepted accounting principles (US GAAP).

a)

US GAAP requires that exploration costs related to projects at a pre-feasibility stage of development be charged to expense as incurred. Under Canadian GAAP costs incurred prior to the point where feasibility can be determined are not precluded from initial capitalization and subsequent deferral.

b)

Due to the required expensing of exploration costs, the future income liability for US GAAP is nil.

c)

Had the Company followed US GAAP, certain items on the statements of income and deficit would have been reported as follows:



|                                                          | Cumulative,
Inception to
February 29, |               |               |            
|--------------------------------------------------------- | ------------------------------------- | ------------- | ------------- | -----------
|                                                          | 2008                                  | 2008          | 2007          | 2006       
|Income (loss) per Canadian GAAP                           | $ (3,451,200)                         | $ 41,618      | $ (298,178)   | $ (415,746)
|Effect of the expensing of exploration costs for the year | (8,303,057)                           | (1,754,277)   | (1,229,752)   | (304,342)  
|Effect of future income taxes                             | 760,620                               | (321,720)     | (111,558)     | (138,138)  
|Loss per US GAAP                                          | $ (10,993,637)                        | $ (2,034,379) | $ (1,639,488) | $ (858,226)
|Basic loss per share under US GAAP                        | $ (0.06)                              | $ (0.06)      | $
(0.03)     



Alpha Gold Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

February 29, 2008 and February 28, 2007

11.

Generally Accepted Accounting Principles in Canada and the United States(continued)

d)

The effects of the differences in accounting under Canadian GAAP and US GAAP on the balance sheets and statements of cash flows are as follows:



|Balance sheets                            | 2008            | 2007         
|----------------------------------------- | --------------- | -------------
|                                          | Canadian
GAAP   | US
GAAP      
|Current assets                            | $  4,221,375    | $ 4,221,375  
|Reclamation bonds                         | 30,000          | 30,000       
|Exploration properties and deferred costs | 8,303,057       | -            
|Equipment                                 | 126,017         | 126,017      
|                                          | $ 12,680,449    | $ 4,377,392  
|Current liabilities                       | $        13,747 | $      13,747
|Future income tax liability               | 760,620         | -            
|Share capital                             | 15,035,182      | 15,035,182   
|Contributed surplus                       | 322,100         | 322,100      
|Deficit                                   | (3,451,200)     | (10,993,637) 
|                                          | $ 12,680,449    | $ 4,377,392  





|a) | Reconciliation of statements of cash flows |                 |                  |            
|-- | ------------------------------------------ | --------------- | ---------------- | -----------
|   |                                            |                 | 2008             |            
|   |                                            | Operations      | Investing        | Financing  
|   | Cash provided by (used) per Canadian       | $   ( 299,962)  | $ (1,885,792)    | $ 4,937,090
|   | GAAP                                       |                 |                  |            
|   | Effect of the write-off of exploration and |                 |                  |            
|   | G&A project costs                          | (1,754,277)     | 1,754,277        | -          
|   | Cash generated (used) per US GAAP          | $ (2,054,239)   | $    (131,515)   | $ 4,937,090
|   |                                            |                 | 2007             |            
|   |                                            | Operations      | Investing        | Financing  
|   | Cash provided by (used) per Canadian       |                 |                  |            
|   | GAAP                                       | $     (287,923) | $ (1,143,463)    | $ 1,427,638
|   | Effect of the write-off of exploration and |                 |                  |            
|   | G&A project costs                          | (1,229,752)     | 1,229,752        | -          
|   | Cash generated (used) per US GAAP          | $  (1,517,675)  | $        86,289  | $ 1,427,638
|   |                                            |                 | 2006             |            
|   |                                            | Operations      | Investing        | Financing  
|   | Cash provided by (used) per Canadian       |                 |                  |            
|   | GAAP                                       | $     (180,841) | $    (722,498)   | $   471,280
|   | Effect of the write-off of exploration and |                 |                  |            
|   | G&A project costs                          | (720,510)       | 720,510          | -          
|   | Cash generated (used) per US GAAP          | $     (901,351) | $        (1,988) | $   471,280







Alpha Gold Corp.

(An Exploration Stage Company)

Schedule of Acquisition Costs

February 29, 2008 and 2007



|                                                                                         |                 | Total           |               
|---------------------------------------------------------------------------------------- | --------------- | --------------- | --------------
|                                                                                         | Lust Dust       | 2008            | 2007          
|Balance - beginning of year
Acquisition costs for the yearWrite-down of mineral property | $   513,682
-
- | $   513,682
-
- | $  513,682
-
-
|Balance - end of year                                                                    | $   513,682     | $  513,682      | $  513,682    



Alpha Gold Corp.

(An Exploration Stage Company)

Schedule of Deferred Expenditures

February 29, 2008 and February 28, 2007



|                                        | Total       
|--------------------------------------- | ------------
|                                        | 2008        
|Exploration                             |             
|Assaying                                | $    91,097 
|Camp expenses                           | 118,317     
|Drilling                                | 893,148     
|Filing fees & claim assessment          | -           
|Fuel                                    | 7,630       
|Geological/geochemical
work and reports | 402,943     
|On-site management                      | 20,000      
|Roadwork/reclamation                    | 202,914     
|Travel                                  | 25,255      
|                                        | 1,761,304   
|BC Mining Tax Credit                    | (7,027)     
|Expenses for the year                   | 1,754,277   
|Balance  beginning of the year         | 6,035,098   
|Write-down of mineral property          | -           
|Balance  end of the year               | $  7,789,375







Mining Glossary



Alteration any change in the mineral composition of a rock brought about by physical or chemical means.



Assaying- laboratory examination that determines the content or proportion of a specific metal (ie: silver) contained within a sample.  Technique usually involves firing/smelting.



Batholith  a very large intrusive mass of igneous rock.



Bottle Roll Leach Test  a small-scale laboratory test where representative mineralized samples and solutions or solvents are placed in a bottle that is continuously agitated.  The solutions are frequently measured to determine the cumulative extraction of the contained metals into solution.



Bulk Sample  A collection of representative mineralized material whose location, geologic character and metal assay content can be determined and then used for metallurgical or geotechnical testing purposes.



Chlorargyrite -a silver-bearing mineral (AgC1); silver chloride.



Column Leach Test  a metallurgical test where materials are stacked inside a columnar container and subjected to a controlled flow of fluids or solvents intended to dissolve or extract minerals into solutions that are measured.



Core Samples- the cylindrical form of rock called core that is extracted from a diamond drill hole.  Mineralized sections are separated and these samples are sent to a laboratory for analysis.



Cut-off grade - the lowest grade of mineralized material that qualifies as reserve in a deposit.  ie: contributing material of the lowest assay that is included in a reserve estimate.



Diamond Drilling  a type of rotary drilling in which diamond bits are used as the rock-cutting tool to produce a recoverable drill core sample of rock for observation and analysis.



Dip  the angle that a structural surface, a bedding or fault plan, makes with the horizontal, measured perpendicular to the strike of the structure.



Disseminated  where minerals occur as scattered particles in the rock.



Environmental Baseline Study -a geotechnical study that monitors and establishes the numerous naturally occurring base levels present within a specific area/environment.  These can include; water chemistry, flora and fauna.



Epithermal  low temperature hydrothermal process or product.



Exploration work involved in searching for ore, usually by drilling or driving a drift.



Fault  a fracture or break in rock along which there has been movement.



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Feasibility  is a definitive study of the viability of a mineral project by a qualified professional which defines: (1) mining methods, pit configuration, mine scheduling, mine equipment and all related costing, (2) method of mineral processing and all related plant, equipment and costing, (3) necessary determination of all infrastructure required and relevant costs and (4) all requirements of government and markets for mine operation. A definitive financial analysis of the mineral project taking into consideration all relevant factors that will establish the presence of a Mineral Reserve and the details of its economic viability.



Felsic an adjective describing an igneous rock having mostly light colored minerals and rich in silica, potassium and sodium.



Fracture  a break or crack in rock.



Fracture-controlled -a type of mineralization where circulating fluids deposit minerals preferentially upon fracture planes within a rock mass.



Grade  The metal content of rock with precious metals, grade can be expressed as troy ounces or grams per tonne of rock.



Granodiorite  a medium to coarse-grained intrusive igneous rock, intermediate in composition between quartz diorite and quartz monzonite.



Heap Leach  a mineral processing method involving the crushing and stacking ore on an impermeable liner upon which solutions may be sprayed that dissolves metal i.e. gold/silver, etc.; the solutions containing the metals are then collected and treated to recover the metals.



Hydrothermal  the products or the actions of heated waters in a rock mass such as a mineral deposit precipitating from a hot solution.



Hydrothermal alteration- the process by which heated or superheated water/solutions alter the chemistry of the rocks they circulate through.



Igneous a primary type of rock formed by the cooling of molten material.



Intrusion; Intrusive molten rock which is intruded (injected) into spaces that are created by a combination of melting and displacement.



Jones splitter -a mechanical device into which sample material consisting of rock chips from drill holes is fed into a hopper.  The device then statistically splits the volume of material to produce a smaller representative sample, which is then sent to a laboratory for analysis.



Mesothermal intermediate temperature hydrothermal process (200-300C) or product.



Metamorphosed rocks- rocks that are changed in character by processes of intense heat and pressure deep within the earths crust.



Metallurgy the study of the extractive processes which produce minerals from their host rocks.



Metallurgical Tests- are scientific examinations of rock/material to determine the optimum extraction of metal contained.  Core samples from diamond drill holes are used as representative samples of the mineralization for this testwork.



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Mineral a naturally formed chemical element or compound having a definitive chemical composition and, usually a characteristic crystal form.



Mineralization a natural concentration in rocks or soil of one or more metalliferous minerals.



Open Pit  a mining method whereby the mineral reserves are accessed from surface by the successive removal of layers of material usually creating a large pit at the surface of the earth.



Prefeasability Study  is a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and where an effective method of mineral processing had been determined.  This Study must include a financial analysis based on reasonable assumptions of technical engineering, operating, and economic factors which are sufficient for a Qualified Person acting reasonably, to determine if all or part of the Mineral Resource may be classified as a Mineral Reserve.



Pyrite- an iron sulphide mineral (FeS2), the most common naturally occurring sulphide mineral.



Quartz  crystalline silica; often forming veins in fractures and faults within older rocks.



Quartz Monzonite- a coarse grained, quartz rich igneous rock usually occurring as a smaller rock mass associated with major granitic bodies.



Resource  a concentration of mineral material in such form and amount that economic extraction of a commodity from the concentration is currently or potentially feasible.  Locations, grade, quality or quantity are estimated from specific geologic evidence.



Reverse Circulation Drilling (RC) a drilling method used in geological appraisals whereby the drilling fluid passes inside the drill stem to a down-the-hole precision bit and returns to the surface outside the drill stem carrying the drill chip samples.



Silification  the in situ alteration of a rock, which involves an increase in the proportion of silica minerals.



Supergene effects- the effect of the water/solutions percolating down from the earths surface (weathering); these solutions can dissolve minerals at the surface and then reconcentrate at depth.



Vein a thin, sheet-like, crosscutting body of hydrothermal mineralization, principally quartz.



Volcanics those originally molten rocks, generally fine grained, that have reached or nearly reached the Earths surface before solidifying.



Waste  barren rock in a mine, or mineralized material that is too low in grade to be mined and milled at a profit.



Waste to Ore Strip Ratio  the amount of waste material mined for each unit of ore presented as a ratio.

















SIGNATURE PAGE









Pursuant to the requirements of Section 12g of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.





Alpha Gold Corporation; SEC File #0-31195

Registrant







|Date: July 30, 2008 | By /s/                                 | George Whatley
|------------------- | -------------------------------------- | --------------
|                    | George Whatley, President/CEO/Director



|Date: July 30, 2008 | By /s/                                  | Richard Whatley
|------------------- | --------------------------------------- | ---------------
|                    | Richard Whatley, CFO/Secretary/Director





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