UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549





FORM
10-K








[
      X ]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year
ended                                                      January
31,
2008





[    ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from _________________ to
_________________





Commission
file number  000-52056








ALMADORO
      MINERALS CORP.(Exact
      name of registrant as specified in its
charter)








Incorporated in the State of
      Nevada
            00-0000000(State
      or other jurisdiction of incorporation or
organization)
            (I.R.S.
      Employer Identification No.)9620 Williams Road, Richmond, British Columbia,
      Canada
            V7A 1H2(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code:  (604)
644-4423








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


Title
      of each class
            Name
      of each exchange on which registeredNone
            N/A








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








common
      stock - $0.001 par value(Title
      of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


[   ]
Yes         [T]  No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


[   ]
Yes         [T]  No









Page
- 1




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
last 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.     [T]
Yes         [   ]  No





Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [T]





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





Larger
accelerated
filer                                                [     ]                                                                              
Accelerated
filer                                             
[     ]


Non-accelerated
filer                                                     [     ]  (Do not
check if a smaller reporting
company)                Smaller
reporting
company                          
[ T
]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


[
X ]
Yes         [   ]  No





State the
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was sold, or the average bid
and asked price of such common equity, as of the last business day of the
registrant’s most recently completed second fiscal quarter: $9,757,500 as of July 31,
2007





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.





Class
            Outstanding at June 5,
  2008common
      stock - $0.001 par value
            43,515,000





Documents
incorporated by reference:  Exhibit 2.1 (Articles of Incorporation)
and Exhibit 2.2 (By-laws) both filed as exhibits to Almadoro’s registration
statement on Form SB-2 filed on May 5, 2006; Exhibit 10.1 (Declaration of Trust)
filed as an exhibit to Almadoro’s registration statement on Form SB-2 filed on
May 5, 2006; Exhibit 10.2 (Letter Agreement) filed as an exhibit to Almadoro’s
Form 8-K (Current Report) filed on April 26, 2007; Exhibit 10.3 (Management
Agreement) filed as an exhibit to Almadoro’s Form 8-K (Current Report) filed on
May 4, 2007; Exhibit 10.4 (Mining Option Agreement) filed as an exhibit to
Almadoro’s Form 8-K (Current Report) filed on January 7, 2008.





Page
- 2


Forward
Looking Statements





The
information in this annual report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  These forward-looking statements
involve risks and uncertainties, including statements regarding Almadoro’s
capital needs, business strategy and expectations.  Any statements
contained herein that are not statements of historical facts may be deemed to be
forward-looking statements.  In some cases, you can identify
forward-looking statements by terminology such as “may”, “will”, “should”,
“expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”,
“potential” or “continue”, the negative of such terms or other comparable
terminology. Actual events or results may differ materially.  In
evaluating these statements, you should consider various factors, including the
risks outlined from time to time, in other reports Almadoro’s files with the
Securities and Exchange Commission.





The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.  The forward-looking
statements in this Form 10-K for the fiscal year ended January 31, 2008, are
subject to risks and uncertainties that could cause actual results to differ
materially from the results expressed in or implied by the statements contained
in this report.  As a result, the identification and interpretation of
data and other information and their use in developing and selecting assumptions
from and among reasonable alternatives requires the exercise of
judgment.  To the extent that the assumed events do not occur, the
outcome may vary substantially from anticipated or projected results, and
accordingly, no opinion is expressed on the achievability of those
forward-looking statements.  No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate.





All
forward-looking statements are made as of the date of filing of this Form 10-K
and Almadoro disclaims any obligation to publicly update these statements, or
disclose any difference between its actual results and those reflected in these
statements.  Almadoro may, from time to time, make oral
forward-looking statements.  Almadoro strongly advises that the above
paragraphs and the risk factors described in this Annual Report and in
Almadoro’s other documents filed with the United States Securities and Exchange
Commission should be read for a description of certain factors that could cause
the actual results of Almadoro to materially differ from those in the oral
forward-looking statements. Almadoro disclaims any intention or obligation to
update or revise any oral or written forward-looking statements whether as a
result of new information, future events or otherwise.





PART
I





Item
1.                      Description
of Business.





(a)
            Business
      Development





Almadoro
Minerals Corp. (“Almadoro”) is a Nevada
corporation that was incorporated on November 14, 2005, under the name “Opes
Exploration Inc.”  On March 24, 2008, the company changed its name to
“Almadoro Minerals Corp.” by a majority vote of its shareholders.





Ninakhori
Minerales, S.A. is an Ecuadorian company that was incorporated on July 27, 2007
(“Ninakhori”).  Ninakhori
is a wholly-owned subsidiary of Almadoro.  See Exhibit 3.3
–Incorporation Resolution of Ninakhori and Exhibit 3.4 – Bylaws of Ninakhori for
more details.





Almadoro
maintains its statutory resident agent’s office at Suite 304, 2470 Saint Rose
Parkway, Henderson, Nevada, 89074 and its business office is located at 9620
Williams Road, Richmond, British Columbia, Canada, V7A 1H2. Almadoro’s office
telephone number is (604) 644-4423.





Almadoro
has an authorized capital of 75,000,000 shares of common stock with a par value
of $0.001 per share with 43,515,000 shares of common stock currently issued and
outstanding.





Almadoro
has not been involved in any bankruptcy, receivership or similar proceedings.
There has been no material reclassification, merger consolidation or purchase or
sale of a significant amount of assets not in the ordinary course of Almadoro’s
business.




Page
- 3






(b)
            Business
      of Almadoro





Almadoro
is a startup exploration stage company without operations, and is in the
business of acquiring and exploring mineral resources.  Almadoro has
an interest in two mineral claims located near Atlin, British Columbia (the
“Atlin Claims”) which
were staked on January 13, 2006.  Almadoro also has an option to
acquire a 50% undivided interest in 65 mineral claims in Ecuador (the “Ecuador Claims”).





Almadoro
has not determined whether its mineral properties contain mineral reserves that
are economically recoverable.  There is no assurance that a
commercially viable mineral deposit exists on any of Almadoro’s mineral
properties.  Additional exploration will be required before a final
evaluation as to the economic and legal feasibility of Almadoro’s mineral
properties can be determined.





Almadoro
has no current plans to change its business activities from mineral exploration
or to combine with another business.  It is possible that beyond the
foreseeable future that if Almadoro’s mineral exploration efforts fail and world
demand for the minerals Almadoro is seeking drops to the point that it is no
longer economical to explore for these minerals Almadoro may need to change its
business plans.  However, until Almadoro encounters such a situation
it intends to explore for minerals in Ecuador and British Columbia or
elsewhere.





Atlin
Claims – British Columbia, Canada





As of the
date of this report, Almadoro has received the report on the results of Phase
One of its mineral exploration program on the Atlin Claims.





The Atlin
Claims are in good standing until January 13, 2009, and have been assigned
tenure numbers 525338 and 525339 by the Province of British Columbia (the “Province”).  The
Atlin Claims are similar in size and cover a combined area of 805 hectares
(approximately 2,000 acres).





Under the
British Columbia Mineral Tenure Act, title to British Columbia mineral claims
can only be held by individuals or British Columbia
corporations.  Because of this regulation, Gordon Racette, a former
director and officer of Almadoro, is holding the Atlin Claims in trust for
Almadoro until Almadoro has the Atlin Claims transferred to it or a
subsidiary.  See Exhibit 10.1 – Declaration of Trust for more
details.  The transfer would be at no cost to Almadoro other than the
applicable transfer fees.





In
February 2006, Almadoro engaged Erik A. Ostensoe, a professional geoscientist,
who is familiar with the Atlin area to develop a report about the Atlin
Claims.  Mr. Ostensoe is a qualified professional geologist with a B.
Sc. degree in honors geology from the University of British Columbia obtained in
1960 and with more than forty years of experience. Mr. Ostensoe is a member in
good standing of the Association of Professional Engineers and Geoscientists of
British Columbia.  The report entitled “Review and Recommendations,
Lower Engineer 1 and 2 Claims, Mineral Tenures 525338 and 525339, Wann Creek”
dated February 15, 2006 (the “Report”) describes the Atlin
Claims, the regional geology, the mineral potential of the Atlin Claims, and
recommendations how Almadoro should explore the Atlin
Claims.  According to the Report, the Atlin Claims are immediately
south of the former Engineer mine that operated at various times in the period
between 1899 and 1987 until it flooded.  The regional geology
surrounding the former Engineer mine of which the Atlin Claims are a part of
have the potential to host gold veins.





Location and Means of Access to the
Atlin Claims





The Atlin
Claims are located approximately 19 miles southwest of Atlin, British Columbia,
Canada.  The coordinates of the center of the Atlin Claims is at
59°29’ North and 134°14’ West.  The Atlin Claims cover an area of 805
hectares (approximately 2,000 acres).  The Atlin Claims lie inland
from the east shore of Taku Arm of Tagish Lake..





The town
of Atlin is situated on the east shore of Atlin Lake near the northern British
Columbia border and to the southeast of Alaska.  Atlin has a
population of about 350 permanent residents and offers most services required to
support mining activities.  The Atlin Claims are a short hike from the
east shore of Taku Arm.  For convenience and practical considerations,
the Atlin Claims are best reached from helicopter flight from
Atlin.  Almadoro intends to access the Atlin Claims via helicopter
from Atlin.




Page
- 4





Atlin Claims





The Atlin
Claims are unencumbered and in good standing and there are no third party
conditions that affect the Atlin Claims other than conditions defined by the
Province of British Columbia described below.  The combined Atlin
Claims together make up an area of 805 hectares, which is equivalent to
approximately 2,000 acres.





Almadoro
has no insurance covering the Atlin Claims.  Management believes that
no insurance is necessary since the Atlin Claims are unimproved and contain no
buildings or improvements.





The
tenure number, claim name, owner, good to date, status, and area as typically
recorded in British Columbia is as follows:





Tenure
              Number
            Claim
      Name
            Owner
            Good
      to Date
            Status
            Area
              (Hectares)525338
            Lower
      Engineer 1
            201847  100%
            January
      13, 2009
            Good
            394.902525339
            Lower
      Engineer 2
            201847  100%
            January
      13, 2009
            Good
            411.533





There is
no assurance that a commercially viable mineral deposit exists on the Atlin
Claims.  Further exploration will be required before an evaluation as
to the economic feasibility of the Atlin Claims is determined.  If
minerals are discovered on the Atlin Claims and it appears that it would be
economically viable to commercially mine the Atlin Claims, management plans to
incorporate a British Columbia subsidiary company and record the deed of
ownership in the name of the subsidiary at that time.





Almadoro’s
consulting geologist has written a report and provided Almadoro with
recommendations of how Almadoro should explore the Atlin
Claims.  Until Almadoro can validate otherwise, the Atlin Claims are
without known reserves.  Almadoro has planned a three phase mineral
exploration program and has completed Phase One of that program and has received
the report on the results of Phase One of its mineral exploration program on the
Atlin Claims.





On April
19, 2007, Almadoro agreed to the terms and conditions of a letter agreement
dated April 18, 2007 between Gerry Diakow and Almadoro.  Pursuant to
the terms and conditions of the letter agreement, Mr. Diakow has agreed to
coordinate and conduct a Phase One mineral exploration program on the Atlin
Claims.  Almadoro agreed to pay Mr. Diakow CDN$25,000 for the
completion of Phase One mineral exploration program, excluding any applicable
taxes.  The mineral exploration program was conducted on the Atlin
Claims in August 2007.  Almadoro has paid Mr. Diakow CDN$22,200 for
exploration expenses.  The final payment of CDN$3,000 will be paid
once the exploration work has been validly filed with the Province of British
Columbia.  See Exhibit 10.2 – Letter Agreement for more
details.





Conditions to Retain Title to the Atlin
Claims





The Atlin
Claims have an expiry date of January 13, 2009, and in order to maintain the
tenures in good standing it will be necessary for Almadoro to coordinate an
agent to perform and record valid exploration work with value of CDN$4 per
hectare in anniversary years 1, 2, and 3, and CDN$8 per hectare in subsequent
years or pay the equivalent sum to the Province of British Columbia in lieu of
work.  The aggregate amount that Almadoro must expend in anniversary
years 1, 2, and 3, is CDN$3,226.  January 13, 2009 is the third
anniversary date.  For subsequent years, the aggregate amount is
CDN$6,452.  Failure to perform and record valid exploration work or
pay the equivalent sum to the Province of British Columbia on the anniversary
dates will result in forfeiture of title to the Atlin Claims.





History of Atlin and the Atlin
Claims





Atlin has
always been closely identified with the mining industry, having been established
about 1900 as a supply base and winter home for miners and prospectors working
in the nearby mines, prospects and placer gold fields.  Placer gold
fields are areas where gold is found in the gravels of a mining
claim.  Placer mining continues to be an important component of the
Atlin’s economy and other mining ventures have become increasingly significant
in recent years with several properties either in or approaching the permitting
and significant financing phases.   Other mining properties that
are located in the Tulesequah River valley, 200 kilometres (approximately 125
miles) south of Atlin, are in advanced stages of exploration and approval
process and are best accessed from Atlin.





The Atlin
Claims are located close to the Engineer mine, an historic gold-silver mine
discovered in 1899.  The area surrounding the former Engineer mine was
undoubtedly prospected carefully while the mine was in operation.  An
area that is believed to be on the Atlin Claims was first mentioned in Annual
Reports of the British Columbia Ministry of Mines for 1913 and again in
1918.  The reports mention a polymetallic vein occurrence with gold,
silver, lead and zinc values.  It should be noted that these are
historical reports and Almadoro has yet to confirm any mineral reserves on the
Atlin Claims.




Page
- 5





Present Conditions of the Atlin
Claims





Almadoro
has yet to explore or access the Atlin Claims.  However, according to
the Report Almadoro should expect to find an area of dissected plateau terrain
with the highest elevations being approximately 5,000 feet above sea
level.  The tree-line is commonly at about 5,000
feet.  Forest cover is patchy, with muskeg bogs in lower elevation
areas that have poorly developed drainage and/or permafrost, evergreen trees,
primarily spruce and pine, along valley walls, and stands of aspen and poplar
where drainage is suitable.  Grassy slopes and meadows are found in
many parts of the area. There is no equipment, infrastructure or electricity on
the Atlin Claims.





Geology of the Atlin
Claims





The Atlin
Claims are the subject of the Report prepared by Erik A. Ostensoe, P. Geo.,
dated February 15, 2006.  Mr. Ostensoe has not been on the Atlin
Claims, but he is familiar with the Atlin mining district and has reviewed
various government publications, maps, and reports to determine the geology of
the Atlin Claims.  The Report indicates that the southern parts of the
Atlin Claims appear to be underlain by Upper Triassic age Stuhini Group (refers
to location of a rock body) rocks and by strongly metamorphosed Permian (refers
to a time period approximately 270 million years ago) and possibly older
formations.  The latter have been altered by the intrusion of the
Coast Crystalline (refers to location of a rock body) plutonic suite (refers a
type of previously molten rock that has solidified below the earth’s surface) to
chlorite actinolite schist (refers to a type of rock formarion) and biotite
schist (refers to a type of rock formation).  The northern parts of
dominantly Labarge Group (refers to location of a rock body) turbiditic
greywacke (refers to a type of rock formation) of Lower Jurassic (refers to a
time period approximately 180 million years ago) age.  In general, the
Atlin Claims have the potential to host minerals such as gold, silver, platinum
and other metallic minerals.  It should be noted that Almadoro has yet
to confirm any mineral reserves on the Atlin Claims.





Morona
Property - Ecuador





Pursuant
to the terms and conditions of a mining option agreement dated December 27, 2007
between Avalanche Minerals Ltd. and Almadoro (the “Option Agreement”), Avalanche
has granted Almadoro an option to acquire a 50% undivided interest in certain
mineral claims in Ecuador, which may be increased to a 75% undivided interest
pursuant to the terms and conditions of the Option Agreement.  The
term of the option will expire on June 1, 2010.





The
Option Agreement covers an aggregate 65 mineral claims in Ecuador covering
approximately 96,000 hectares (the “Ecuador Claims”).





Pursuant
to the terms and conditions of the Option Agreement, Almadoro will have the
exclusive right to explore the Ecuador Claims with an option to acquire a 50%
undivided interest in the Ecuador Claims upon the following conditions being
fulfilled:





a.
            upon
      Avalanche providing notice to Almadoro that the Ecuador Claims have been
      transferred to Avalanche, payment of US$150,000 to Avalanche, which was
      paid to Avalanche on December 27, 2007, and a commitment of at least
      US$50,000 for mineral expenditures on the Ecuador
  Claims;





b.
            payment
      of approximately US$48,000 to Avalanche on or before March 15, 2008, which
      will represent 50% of the yearly patent taxes of $1.00 per
      hectare;





c.
            payment
      of an additional US$50,000 to Avalanche on or before June 1,
      2008;





d.
            payment
      of an additional US$50,000 to Avalanche on or before December 1,
      2008;





e.
            incur
      additional mineral expenditures on the Ecuador Claims of at least
      US$75,000 on or before December 1,
2008;





f.
            payment
      of an additional US$50,000 to Avalanche on or before June 1,
      2009;





g.
            incur
      additional mineral expenditures on the Ecuador Claims of at least
      US$100,000 on or before June 1,
2009;





h.
            payment
      of an additional US$50,000 to Avalanche on or before December 1, 2009;
      and





i.
            incur
      additional mineral expenditures on the Ecuador Claims of at least
      US$100,000 on or before December 1,
2009.






Page
- 6





To
acquire a 75% undivided interest in the Ecuador Claims, Almadoro will have to
fulfil, in addition to the conditions listed above, the following additional
conditions:





a.
            payment
      of an additional US$200,000 to Avalanche on or before June 1, 2010;
      and





b.
            incur
      additional mineral expenditures on the Ecuador Claims of at least
      US$300,000 on or before June 1,
2010.





Also,
Avalanche and Almadoro will share the cost equally for maintaining general
liability insurance and automobile insurance to cover the operations of
Avalanche and Almadoro under the Option Agreement.





During
the term of the Option Agreement, Avalanche Resources Ecuador S.A., a
wholly-owned Ecuadorian subsidiary of Avalanche, will be the operator for the
purpose of mining operations on the Claims.  All of Almadoro’s
interests in the Option Agreement and in the Ecuador Claims will be registered
in the name of Ninakhori Minerales S.A., the wholly-owned Ecuadorian subsidiary
of Almadoro.





The
Option Agreement was subject to Avalanche acquiring a 100% interest in the
Ecuador Claims, which was approved by the Toronto Stock Exchange on December 12,
2007.





See
Exhibit 10.4 – Mining Option Agreement for more details.





Location and Means of Access to the
Ecuador Claims





Almadoro
understands that the Ecuador Claims are reasonably accessible by access roads
and that the prospecting crew can reach the Ecuador Claims by foot or
mule.





Ecuador Claims





The
Ecuador Claims are comprised of 65 mining concessions in the mining regions of
Gualaquiza, Limón Indanza, San Juán Bosco, Santiago, and Yacuambi
in  Ecuador.  The Ecuador Claims are unexplored by Almadoro
and a first phase of exploration of the Ecuador Claims is being planned and
coordinated.





Conditions to Retain Title to the
Ecuador Claims





Under
current Ecuadorian mining law, the conditions to retain title to the Ecuador
Claims is that Almadoro is required to make a payment of $48,000 which
represents 50% of the yearly patent taxes of $1.00 per hectare . Future changes
in Ecuadorian mining law could cause conditions to retain title to the Ecuador
Claims to be different.





History of Morona Santiago and the
Ecuador Claims





Almadoro
understands that the Ecuador Claims were previously owned by Ecuadorian
owners.  The history of the Ecuador Claims is not well known by
Almadoro. In order to understand the history of the Ecuador Claims further
exploration and analysis must be completed.





Present Conditions of the Ecuador
Claims





The
present condition of the Ecuador Claims is not yet known.  In order to
understand the present conditions of the Ecuador Claims further exploration and
analysis must be completed on the Ecuador Claims.





Geology of the Ecuador
Claims





The
geology of the Ecuador Claims is not yet known.  In order to
understand the geology of the Ecuador Claims further, exploration and analysis
must be completed on the Ecuador Claims.







Page
- 7




Ecuador
Mining Law Uncertainty





At
present, the Ecuador mining law situation is extremely uncertain and
risky.  In April 2008, the current Ecuadorian government announced
measures to suspend exploration in the country for 180 days and limit the number
of claims for any single corporation to three.  In light of the
uncertain and risky Ecuadorian mining law outlook, management is currently
undertaking a review whether to continue further exploration in
Ecuador.





Competition





The
mineral exploration business is an extremely competitive
industry.  Almadoro is competing with many other exploration companies
looking for minerals.  Almadoro is one of the smallest exploration
companies and a very small participant in the mineral exploration
business.  Being a junior mineral exploration company, Almadoro
competes with other similar companies for financing and joint venture
partners.  Additionally, Almadoro competes for resources such as
professional geologists, camp staff, helicopters and mineral exploration
supplies.





Raw
Materials





The raw
materials for Almadoro’s exploration program will include camp equipment, hand
exploration tools, sample bags, first aid supplies, groceries and
propane.  All of these types of materials are readily available from a
variety of suppliers.





Dependence
on Major Customers





Almadoro
has no customers.





Patents/Trade
Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour
Contracts





Almadoro
has no intellectual property such as patents or trademarks. Additionally,
Almadoro has no royalty agreements or labor contracts.





Government
Controls and Regulations





Almadoro’s
business is subject to various levels of government controls and regulations,
which are supplemented and revised from time to time.  However,
Almadoro is unable to predict what additional legislation or revisions may be
proposed that might affect its business or when any such proposals, if enacted,
might become effective.  Such changes, however, could require
increased capital and operating expenditures and could prevent or delay certain
operations by Almadoro.





The
various levels of government controls and regulations address, among other
things, the environmental impact of mining and mineral processing
operations.  With respect to the regulation of mining and processing,
legislation and regulations in various jurisdictions establish performance
standards, air and water quality emission standards and other design or
operational requirements for various components of operations, including health
and safety standards.  Legislation and regulations also establish
requirements for decommissioning, reclamation and rehabilitation of mining
properties following the cessation of operations, and may require that some
former mining properties be managed for long periods of time.  In
addition, in certain jurisdictions, Almadoro is subject to foreign investment
controls and regulations governing its ability to remit earnings
abroad.





Management
believes that Almadoro is in substantial compliance with all material current
government controls and regulations at each of Almadoro’s mineral
properties.





Costs
and Effects of Compliance with Environmental Laws





Almadoro
currently has no costs to comply with environmental laws concerning its
exploration program on the Atlin Claims or the Ecuador Claims.





Expenditures
on Research and Development During the Last Two Fiscal Years





Almadoro
has not incurred any research or development expenditures since its inception on
November 14, 2005.




Page
- 8








Number
of Total Employees and Number of Full Time Employees





Almadoro
does not have any employees other than Ken Ralfs, the sole director and officer
of Almadoro.  Almadoro intends to retain the services of independent
geologists, prospectors and consultants on a contract basis to conduct the
exploration programs on the Atlin Claims as required throughout the course of
its mineral exploration program.  On April 19, 2007, Almadoro retained
the services of an independent geologist to conduct Phase One mineral
exploration program.  See Exhibit 10.2 – Letter Agreement for more
details.





Item
1A.  Risk Factors.





Almadoro
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
item.





Item
1B.  Unresolved Staff Comments.





Almadoro
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
item.





Item
2.                      Description
of Property.





Almadoro’s
executive offices are located at 9620 Williams Road, Richmond, British Columbia,
Canada, V7A 1H2.  Almadoro’s president, Ken Ralfs, currently provides
this space to Almadoro free of charge.  This space may not be
available to Almadoro free of charge in the future.





Almadoro
also has an interest in two mineral claims located in the Atlin Mining Division,
British Columbia, Canada and in 65 mineral claims located in the mining regions
of Gualaquiza, Limón Indanza, San Juán Bosco, Santiago, and Yacuambi
in  Ecuador as described in more detail above in “Item 1. Description
of Business”.





Item
3.                      Legal
Proceedings.





Almadoro
is not a party to any pending legal proceedings and, to the best of Almadoro’s
knowledge, none of Almadoro’s property or assets are the subject of any pending
legal proceedings.





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





No matter
was submitted to a vote of security holders, through the solicitation of proxies
or otherwise, during the fourth quarter of the fiscal year covered by this
report.





PART
II





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





(a)           Market
Information





Almadoro’s
common stock has been quoted on the NASD OTC Bulletin Board under the symbol
“OPXI” from December 15, 2006 to March 23, 2008, and is now quoted under the
symbol “ALDM”.  The table below gives the high and low bid information
for each fiscal quarter of trading and for the interim period ended April 24,
2008.  The bid information was obtained from Pink OTC Markets Inc.
(fka Pink Sheets LLC) and reflects inter-dealer prices, without retail mark-up,
mark-down or commission, and may not represent actual transactions.





High
      & Low BidsPeriod
      ended
            High
            Low
            Source24
      April 2008
            $0.38
            $0.205
            Pink
      OTC Markets Inc.31
      January 2008
            $0.42
            $0.30
            Pink
      OTC Markets Inc.31
      October 2007
            $0.35
            $0.30
            Pink
      OTC Markets Inc.31
      July 2007
              (after
      7 for 1 dividend)
            $0.30
            $0.15
            Pink
      OTC Markets Inc.13
      June 2007
            $2.00
            $0.16
            Pink
      OTC Markets Inc.30
      April 2007
            $0.16
            $0.10
            Pink
      OTC Markets Inc.31
      January 2007
            $0.10
            $0.10
            Pink
      OTC Markets Inc.






Page
- 9





(b)           Holders
of Record





Almadoro
has approximately 12 holders of record of Almadoro’s common stock as of June 3,
2008 according to a shareholders’ list provided by Almadoro’s transfer agent as
of that date.  The number of registered shareholders does not include
any estimate by Almadoro of the number of beneficial owners of common stock held
in street name.  The transfer agent for Almadoro’s common stock is
Empire Stock Transfer Inc., 2470 St. Rose Parkway, Suite #304, Henderson,
Nevada, 89074 and their telephone number is 702-818-5898.





(c)           Dividends





Almadoro
has declared no dividends on its common stock, and is not subject to any
restrictions that limit its ability to pay dividends on its shares of common
stock.  Dividends are declared at the sole discretion of Almadoro’s
Board of Directors.





On May
25, 2007, the Board of Directors declared a stock dividend of seven shares for
every one share of common stock issued.  The stock dividend was paid
out on June 13, 2007.





(d)           Recent
Sales of Unregistered Securities





There
have been no sales of unregistered securities within the last three years that
would be required to be disclosed pursuant to Item 701 of Regulation S-B, with
the exception of the following:





Fiscal
2006 Sales of Unregistered Securities





Almadoro
has sold 5,335,000 shares of unregistered securities. All of these 5,335,000
shares were subscribed for in private placements that were exempt from
registration under Regulation S of the Securities Act of 1933 (the “1933 Act”) and were sold to
Canadian residents.





The
shares include the following:





1.
            On
      November 28, 2005, Almadoro issued 3,000,000 shares of common stock at a
      price of $0.001 per share for cash proceeds of $3,000 received from Gordon
      Racette.





2.
            On
      January 23, 2006, Almadoro issued 1,675,000 shares of common stock to 14
      non-affiliate Canadian residents at a price of $0.01 per share for cash
      proceeds of $16,750.





3.
            On
      January 31, 2006, Almadoro issued 660,000 shares of common stock to 21
      non-affiliate Canadian residents at a price of $0.05 per share for cash
      proceeds of $33,000.





With
respect to all of the above offerings, Almadoro completed the offerings of the
common stock pursuant to Rule 903 of Regulation S of the 1933 Acton the
basis that the sale of the common stock was completed in an “offshore
transaction”, as defined in Rule 902(h) of Regulation S.  Almadoro did
not engage in any directed selling efforts, as defined in Regulation S, in the
United States in connection with the sale of the shares.  Each
investor represented to Almadoro that the investor was not a U.S. person, as
defined in Regulation S, and was not acquiring the shares for the account or
benefit of a U.S. person.  The subscription agreement executed between
Almadoro and the investor included statements that the securities had not been
registered pursuant to the 1933 Actand that
the securities may not be offered or sold in the United States unless the
securities are registered under the 1933 Actor
pursuant to an exemption from the 1933
Act.  The investor agreed by execution of the subscription
agreement for the common stock: (i) to resell the securities purchased only in
accordance with the provisions of Regulation S, pursuant to registration under
the 1933 Actor pursuant to an exemption from registration under the 1933 Act; (ii)
that Almadoro is required to refuse to register any sale of the securities
purchased unless the transfer is in accordance with the provisions of Regulation
S, pursuant to registration under the 1933 Act or pursuant to an exemption from
registration under the 1933 Act; and (iii) not to engage in hedging transactions
with regards to the securities purchased unless in compliance with the 1933
Act.  All securities issued were endorsed with a restrictive legend
confirming that the securities had been issued pursuant to Regulation S of the
1933 Act and could not be resold without registration under the 1933 Act or an
applicable exemption from the registration requirements of the 1933
Act.




Page
- 10





Each
investor was given adequate access to sufficient information about Almadoro to
make an informed investment decision.  None of the securities were
sold through an underwriter and accordingly, there were no underwriting
discounts or commissions involved.  No registration rights were
granted to any of the investors.





June 2007 - Stock dividend





On May
25, 2007, the board of directors of Almadoro declared a stock dividend on its
outstanding shares of common stock.  For every share that a
shareholder owned on June 11, 2007, that shareholder received an additional
seven (7) shares on June 13, 2007.   On June 14, 2007, the stock
dividend was ex-dividend and Almadoro’s trading price was adjusted
accordingly.  The stock dividend resulted in an increase of the
Almadoro’s issued and outstanding share capital from 5,335,000 shares of common
stock to 42,680,000 shares of common stock.





July 2007 - $0.30 Private Placement
Offering





On July
26, 2007, the board of directors authorized the issuance of 100,000 restricted
shares of common stock at a subscription price of $0.30 per restricted
share.  Almadoro raised $30,000 in cash in this closing and issued
100,000 restricted shares of common stock to one non-US subscriber outside the
United States.  Almadoro set the value of the restricted shares
arbitrarily without reference to its assets, book value, revenues or other
established criteria of value.  All the restricted shares issued in
this offering were issued for investment purposes in a “private
transaction”.





For the
one non-US subscriber outside the United States in this closing, Almadoro relied
upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S
promulgated pursuant to that Act by the Securities and Exchange
Commission.  Management is satisfied that Almadoro complied with the
requirements of the exemption from the registration and prospectus delivery of
the Securities Act of 1933.  The offering was not a public offering
and was not accompanied by any general advertisement or any general
solicitation.  Almadoro received from the subscriber a completed and
signed subscription agreement containing certain representations and warranties,
including, among others, that (a) the subscriber was not a U.S. person, (b) the
subscriber subscribed for the shares for their own investment account and not on
behalf of a U.S. person, and (c) there was no prearrangement for the sale of the
shares with any buyer.  No offer was made or accepted in the United
States and the share certificates representing the shares were issued bearing a
legend with the applicable trading restrictions.





October 2007 - $0.50 Private Placement
Offering





On
October 3, 2007, the board of directors authorized the issuance of 200,000
restricted shares of common stock at a subscription price of $0.50 per
restricted share.  Almadoro raised $100,000 in cash in this closing
and issued 200,000 restricted shares of common stock to one non-US subscriber
outside the United States.  Almadoro set the value of the restricted
shares arbitrarily without reference to its assets, book value, revenues or
other established criteria of value.  All the restricted shares issued
in this offering were issued for investment purposes in a “private
transaction”.





For the
one non-US subscriber outside the United States in this closing, Almadoro relied
upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S
promulgated pursuant to that Act by the Securities and Exchange
Commission.  Management is satisfied that Almadoro complied with the
requirements of the exemption from the registration and prospectus delivery of
the Securities Act of 1933.  The offering was not a public offering
and was not accompanied by any general advertisement or any general
solicitation.  Almadoro received from the subscriber a completed and
signed subscription agreement containing certain representations and warranties,
including, among others, that (a) the subscriber was not a U.S. person, (b) the
subscriber subscribed for the shares for their own investment account and not on
behalf of a U.S. person, and (c) there was no prearrangement for the sale of the
shares with any buyer.  No offer was made or accepted in the United
States and the share certificates representing the shares were issued bearing a
legend with the applicable trading restrictions.





October 2007 - $0.40 Private Placement
Offering





On
October 25, 2007, the board of directors authorized the issuance of 375,000
restricted shares of common stock at a subscription price of $0.40 per
restricted share.  Almadoro raised $150,000 in cash in this closing
and issued 375,000 restricted shares of common stock to one non-US subscriber
outside the United States.  Almadoro set the value of the restricted
shares arbitrarily without reference to its assets, book value, revenues or
other established criteria of value.  All the restricted shares issued
in this offering were issued for investment purposes in a “private
transaction”.





For the
one non-US subscriber outside the United States in this closing, Almadoro relied
upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S
promulgated pursuant to that Act by the Securities and Exchange
Commission.  Management is satisfied that Almadoro complied with the
requirements of the exemption from the registration and prospectus delivery of
the Securities Act of 1933.  The offering was not a public offering
and was not accompanied by any general advertisement or any general
solicitation.  Almadoro received from the subscriber a completed and
signed subscription agreement containing certain representations and warranties,
including, among others, that (a) the subscriber was not a U.S. person, (b) the
subscriber subscribed for the shares for their own investment account and not on
behalf of a U.S. person, and (c) there was no prearrangement for the sale of the
shares with any buyer.  No offer was made or accepted in the United
States and the share certificates representing the shares were issued bearing a
legend with the applicable trading restrictions.




Page
- 11





March 2008 - $0.30 Private Placement
Offering





On March
11, 2008, the board of directors authorized the issuance of 160,000 restricted
shares of common stock at a subscription price of $0.30 per restricted
share.  Almadoro raised $48,000 in cash in this closing and issued
160,000 restricted shares of common stock to one non-US subscriber outside the
United States.  Almadoro set the value of the restricted shares
arbitrarily without reference to its assets, book value, revenues or other
established criteria of value.  All the restricted shares issued in
this offering were issued for investment purposes in a “private
transaction”.





For the
one non-US subscriber outside the United States in this closing, Almadoro relied
upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S
promulgated pursuant to that Act by the Securities and Exchange
Commission.  Management is satisfied that Almadoro complied with the
requirements of the exemption from the registration and prospectus delivery of
the Securities Act of 1933.  The offering was not a public offering
and was not accompanied by any general advertisement or any general
solicitation.  Almadoro received from the subscriber a completed and
signed subscription agreement containing certain representations and warranties,
including, among others, that (a) the subscriber was not a U.S. person, (b) the
subscriber subscribed for the shares for their own investment account and not on
behalf of a U.S. person, and (c) there was no prearrangement for the sale of the
shares with any buyer.  No offer was made or accepted in the United
States and the share certificates representing the shares were issued bearing a
legend with the applicable trading restrictions.





There are no outstanding options or
warrants to purchase, or securities convertible into, shares of Almadoro’s
common stock.





(e)
            Penny
      Stock Rules





Trading
in Almadoro’s common stock is subject to the “penny stock” rules.  The
SEC has adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions.  These rules require that any broker-dealer who
recommends Almadoro’s common stock to persons other than prior customers and
accredited investors, must, prior to the sale, make a special written
suitability determination for the purchaser and receive the purchaser’s written
agreement to execute the transaction.  Unless an exception is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated with trading in the penny stock
market.  In addition, broker-dealers must disclose commissions payable
to both the broker-dealer and the registered representative and current
quotations for the securities they offer.  The additional burdens
imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in Almadoro’s securities, which could severely limit
their market price and liquidity of Almadoro’s securities.  The
application of the “penny stock” rules may affect your ability to resell
Almadoro’s securities.





Item
6.  Selected Financial Data.





Almadoro
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
item.





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





THE
FOLLOWING PRESENTATION OF THE PLAN OF OPERATION OF ALMADORO MINERALS CORP.
SHOULD BE READ IN CONJUNCTION WITH THE AUDITED FINANCIAL STATEMENTS AND OTHER
FINANCIAL INFORMATION INCLUDED HEREIN.





Overview





Almadoro
was incorporated in the State of Nevada on November 14, 2005 and on March 24,
2008 changed its name from “Opes Exploration Inc.” to “Almadoro Minerals
Corp.”




Page
- 12





Almadoro
is an exploration stage company.  Almadoro’s principal business is the
acquisition and exploration of mineral resources.  Almadoro has not
presently determined whether its mineral claims contain mineral reserves that
are economically recoverable.





Management
has decided to expand Almadoro’s focus and identify and assess new projects for
acquisition purposes that are more global in nature.  Management will
continue to focus on exploring and adding value to the project interests already
acquired but will also now focus on new projects on an international
level.





Ecuador





Pursuant
to the terms and conditions of a mining option agreement dated December 27, 2007
between Avalanche Minerals Ltd. and Almadoro (the “Option Agreement”), Avalanche
has granted Almadoro an option to acquire a 50% undivided interest in 65 mineral
claims in Ecuador (the “Ecuador
Claims”), which may be increased to a 75% undivided interest pursuant to
the terms and conditions of the Option Agreement.  The term of the
option will expire on June 1, 2010.





On July
27, 2007, Almadoro incorporated and organized Ninakhori Minerales, S.A., an
Ecuadorian company, as a subsidiary to conduct and operate its business in
Ecuador.





The
Ecuador Claims are located in Morona Santiago in Ecuador.





During
the term of the Option Agreement, Avalanche Resources Ecuador S.A., a
wholly-owned Ecuadorian subsidiary of Avalanche, will be the operator for the
purpose of mining operations on the Claims.  All of Almadoro’s
interests in the Option Agreement and in the Ecuador Claims will be registered
in the name of Ninakhori Minerales S.A., the wholly-owned Ecuadorian subsidiary
of Almadoro.





Canada





The Atlin
Claims are in good standing until June 13, 2009, and have been assigned tenure
numbers 525338 and 525339 by the Province of British Columbia.  The
Atlin Claims are similar in size and cover a combined area of 805 hectares
(approximately 2,000 acres).  In order to keep the Atlin Claims in
good standing, Almadoro must perform and record exploration work of
approximately CDN$3,226 by June 13, 2009, or pay the equivalent amount to the
Province of British Columbia in lieu of performing the exploration
work.





Plan
of Operation





Almadoro’s
plan of operation for the foreseeable future is to complete the following
objectives within the time periods specified, subject to Almadoro obtaining
funding necessary for the continued exploration of the Ecuador Claims and the
acquisition of any new mineral exploration properties.





1.
            To
      assess the mining industry measures adopted by the Ecuador’s
      Constitutional Assembly to determine whether Almadoro should continue with
      the exploration work and property payments on the Ecuador
      Claims.





In April
2008 Ecuador's Constitutional Assembly passed a mining mandate
that cancelled a majority of Ecuador’s mining concessions,
suspended remaining projects, and imposed a moratorium on awarding new
concessions while giving the government a six month deadline to
re-write Ecuador’s mining legislation.  There are also plans to create
a state-owned mining company and to increase the percentage of mining
revenues owed to the government, such as a 70% windfall tax.  The
mandate also bans all mining projects that may impact water resources
and that could threaten publicly protected areas.





2.
            To
      negotiate with Avalanche Minerals Ltd. to have all option payments and
      exploration work postponed until the issues concerning Almadoro in Ecuador
      are resolved.  Management is of the opinion that the new mining
      industry measures adopted in Ecuador fall within the definition of a force
      majeure under the Option Agreement and as a result all option payment
      dates and exploration work deadlines will be extended until the issues are
      resolved and Almadoro is provided with written confirmation that its
      interest in the Ecuador Claims is in good standing.  See Exhibit
      10.4 – Mining Option Agreement for more
details.





3.
            If
      and when Almadoro’s interest in the Ecuador Claims is re-established in
      good standing, Almadoro will continue to make the required payments under
      the Option Agreement to keep it in good standing.  In the next
      12 months Almadoro will need to make a total payment of $100,000 in cash
      to Avalanche Minerals Ltd. and incur $75,000 in mineral expenditures on
      the Ecuador Claims.  See Exhibit 10.4 – Mining Option Agreement
      for more details.






Page
- 13





4.
            To
      maintain the Atlin Claims in good standing, but not to do any further
      exploration work on the property.





5.
            To
      actively look for and pursue additional mineral exploration properties,
      and to acquire such properties subject to terms that are favorable and
      acceptable to Almadoro.





Financial
Condition





As at
January 31, 2008, Almadoro had a cash balance of $58,052.  If Almadoro
proceeds with the Option Agreement on the Ecuador Claims it will have to raise
additional funds starting in June 2008 so that it can make the necessary option
payments and complete the required exploration work pursuant to the terms of the
Option Agreement.





During
the next 12 months, Almadoro does not anticipate generating any
revenue.  Any required funding will come from equity financing from
the sale of Almadoro’s common stock or sale of part of its interest in the Atlin
Claims or the Ecuador Claims.  If Almadoro is successful in completing
an equity financing, existing shareholders will experience dilution of their
interest in Almadoro.  Almadoro does not have any financing arranged
and cannot provide any assurance that it will be able to raise sufficient
funding from the sale of its common stock to fund its proposed plan of
operations.  In the absence of such financing, Almadoro’s business
will fail.





Based on
the nature of Almadoro’s business, management anticipates incurring operating
losses in the foreseeable future.  Management bases this expectation,
in part, on the fact that very few mineral claims in the exploration stage
ultimately develop into producing, profitable mines.  Almadoro’s
future financial results are also uncertain due to a number of factors, some of
which are outside of its control.  These factors include, but are not
limited to:





●      Almadoro’s
ability to raise additional funding;


●      the market
price of gold;


●      the
results of the proposed mineral exploration programs on the Ecuador Claims;
and


●      Almadoro’s
ability to find joint venture partners for the development of the Ecuador
Claims.





Due to
Almadoro’s lack of operating history and present inability to generate revenues,
Almadoro’s auditors have stated their opinion that there currently exists
substantial doubt about Almadoro’s ability to continue as a going
concern.  If Almadoro completes the mineral exploration program and it
is successful in identifying a mineral deposit on the Ecuador Claims, Almadoro
will have to spend substantial funds on further drilling and engineering studies
before Almadoro will know if it has a commercially viable mineral
reserve.





Accounting
and Audit Plan





Almadoro
intends to continue to have its outside consultant assist in the preparation of
its quarterly and annual financial statements and have these financial
statements reviewed or audited by its independent auditor.  Almadoro’s
outside consultant is expected to charge us approximately $1,250 to prepare the
quarterly financial statements and approximately $1,750 to prepare the annual
financial statements.  Almadoro’s independent auditor is expected to
charge approximately $1,250 to review the quarterly financial statements and
approximately $5,000 to audit the annual financial statements.  In the
next twelve months, management anticipates spending approximately $14,250 to pay
for its accounting and audit requirements.





Legal
Expense Plan





Management
expects to incur legal costs of approximately $2,500 per quarter to support
three quarterly 10-Q filings and $5,000 to support one annual 10-K
filing.  In the next twelve months, management anticipates spending
approximately $12,500 for legal costs to pay for three quarterly filings and one
annual filing.





Functional
Currency





Almadoro’s
functional currency is the United States dollar.  Almadoro has
determined that its functional currency is the United States dollar for the
following reasons:





●      Almadoro’s
current and future financings are and will be in United States
dollars;


●      Almadoro
maintains a majority of its cash holdings in United States dollars;


●      any
potential sales of gold recovered from the Atlin Claims will be undertaken in
United States dollars;


●      a
majority of Almadoro’s administrative expenses are undertaken in United States
dollars;


●      all cash
flows are generated in United States dollars; and


●
            the
      Atlin Claims are located in Canada, and even though the exploration
      expenses are estimated in Canadian dollars, these expenses can usually be
      requested to be billed in United States
dollars.






Page
- 14





Exploration
Expenses – Canadian GAAP vs. US GAAP





Under
Canadian GAAP, mineral properties including exploration, development and
acquisition costs, are carried at cost and charged to operations if the
properties are abandoned or impaired.  Under US GAAP, all expenditures
relating to mineral interests prior to the completion of a definitive
feasibility study, which establishes proven and probable reserves, must be
expensed as incurred.  Once a final feasibility study has been
completed, additional costs incurred to bring a mine into production are
capitalized as development costs.  Almadoro’s audited financial
statements use US GAAP.





Results
of Operations





Almadoro
has had no operating revenues since its inception on November 14, 2005, through
to January 31, 2008.  Almadoro’s activities have been financed from
the proceeds of share subscriptions.  Since inception, on November 14,
2005, to January 31, 2008, Almadoro raised a total of $332,750 from private
offerings of its common stock.





For the
period from inception on November 14, 2005, to January 31, 2008, Almadoro
incurred total expenses of $299,507.  These expenses included (1)
$25,973 in mineral exploration costs on the Atlin Claims for its Phase One
mineral exploration program; (2) $62,475 in professional fees; (3) $13,750 for
donated expenses; (4) $47,020 for general and administrative costs; and (5)
$150,289 for the impairment of mineral property.





For the
year ended January 31, 2008, Almadoro incurred total expenses of
$260,307.  These expenses included (1) $42,283 in professional fees;
(2) $3,000 for donated expenses; (3) $42,759 for general and administrative
costs; (4) $22,265 for the acquisition and staking cost for the Atlin Claims;
and (5) $150,000 for the impairment of mineral property.





For the
year ended January 31, 2007, Almadoro incurred total expenses of
$30,503.  These expenses included (1) $3,708 in mineral exploration
costs on the Atlin Claims for its Phase One mineral exploration program; (2)
$14,692 in professional fees; (3) $8,500 for donated services and expenses; and
(4) $3,603 for general and administrative costs.





Liquidity
and Capital Resources





Almadoro
had working capital of $46,993 as of January 31, 2008, compared with $24,300 as
of January 31, 2007.





There are
no assurances that Almadoro will be able to achieve further sales of its common
stock or any other form of additional financing.  If Almadoro is
unable to achieve the financing necessary to continue its plan of operations,
Almadoro will not be able to continue and its business will fail.





Management
believes that Almadoro’s current cash will be sufficient to fully finance its
operations at current and planned levels through August
2008.  Management intends to manage Almadoro’s expenses and payments
to preserve cash until Almadoro is profitable, otherwise additional financing
must be arranged.  Specifically such cash management actions include
donation of rent and services by Almadoro’s directors and officers.





Net Cash Used in Operating
Activities





For the
fiscal year ended January 31, 2008, net cash used in operating activities
totaled $96,905 compared with $26,846 for the previous fiscal year.





At
January 31, 2008, Almadoro had cash of $58,052 and working capital of
$46,993.  During the fiscal year ended January 31, 2008, Almadoro used
$96,905 in cash for operating activities.  This was primarily a result
of an operating loss of $260,307, offset by impairment of mineral property of
$150,000 and donated expenses of $3,000, and a net decrease in operating assets
and liabilities of $10,402.  During the fiscal year ended January 31,
2008, Almadoro paid $7,211 towards accounts payable.  There were also
changes in prepaid expenses and due to related parties resulting in a net use of
cash of $3,191.




Page
- 15





Net Cash Used in Investing
Activities





Net cash
used in investing activities was $150,000 for mineral property acquisition costs
during the fiscal year ended January 31, 2008 as compared with $nil of cash used
for the previous fiscal year.





Net Cash Flows Provided By Financing
Activities





Net cash
flows provided by financing activities increased to $280,000 from the issuance
of common stock during the fiscal year ended January 31, 2008 as compared with
financing of $nil for the previous fiscal year.





Off-Balance
Sheet Arrangements





Almadoro
has no off-balance sheet arrangements including arrangements that would affect
its liquidity, capital resources, market risk support and credit risk support or
other benefits.





Internal
and External Sources of Liquidity





Almadoro’s
internal sources of liquidity will be loans that may be available to Almadoro
from management.  The president has donated services and
rent.  Though Almadoro has no written arrangements with its president,
Almadoro expects that the president will provide Almadoro with internal sources
of liquidity if it is required.





If
required, Almadoro’s external sources of liquidity will be private placements
for equity conducted outside the United States.  Almadoro has not
completed any definitive arrangements for any external sources of
liquidity.





Material
Commitments for Capital Expenditures





Almadoro
had no contingencies or long-term commitments at January 31, 2008.





Critical
Accounting Policies





Almadoro’s
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United
States.  Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses.  These estimates and assumptions
are affected by management’s application of accounting
policies.  Management believes that understanding the basis and nature
of the estimates and assumptions involved with the following aspects of our
financial statements is critical to an understanding of Almadoro’s financial
statements.





Use
of Estimates


The
preparation of financial statements in accordance with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses in the reporting period.  Almadoro regularly evaluates
estimates and assumptions related to donated expenses, and deferred income tax
asset valuations.  Almadoro bases its estimates and assumptions on
current facts, historical experience and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other
sources.  The actual results experienced by Almadoro may differ
materially and adversely from Almadoro’s estimates.  To the extent
there are material differences between the estimates and the actual results,
future results of operations will be affected.





Basic
and Diluted Net Income (Loss) Per Share


Almadoro
computed net income (loss) per share in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 128, “Earnings per Share”.  SFAS No.
128 requires presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement.  Basic EPS is computed by dividing
net income (loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the
period.  Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method.  In
computing Diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants.  Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.




Page
- 16





Mineral
Property Costs


Almadoro
has been in the exploration stage since its inception on November 14, 2005 and
has not yet realized any revenues from its planned
operations.  Almadoro is primarily engaged in the acquisition and
exploration of mining properties.  Mineral property exploration costs
are expensed as incurred.  Mineral property acquisition costs are
initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible
or Intangible Assets”.  Almadoro assesses the carrying costs
for impairment under SFAS 144, “Accounting for Impairment or
Disposal of Long Lived Assets” at each fiscal quarter
end.  When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are
capitalized.  Such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.  If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.





Financial
Instruments


The fair
values of financial instruments, which include cash, accounts payable, accrued
liabilities, and due to related parties were estimated to approximate their
carrying values due to the immediate or short-term maturity of these financial
instruments.  Almadoro’s operations are in Canada, which results in
exposure to market risks from changes in foreign currency rates.  The
financial risk is the risk to Almadoro’s operations that arise from fluctuations
in foreign exchange rates and the degree of volatility of these
rates.  Currently, Almadoro does not use derivative instruments to
reduce its exposure to foreign currency risk.





Item
7A.  Quantitative and Qualitative Disclosures About Market
Risk.





Almadoro
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
item.





Page
- 17


Item
8.                      Financial
Statements and Supplementary Data.





Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)





January
31, 2008









IndexReport of Independent Registered Public Accounting
      Firm
            F–1Consolidated Balance Sheets
            F–2Consolidated Statements of Operations
            F–3Consolidated Statements of Cash Flows
            F–4Consolidated Statements of Stockholders’
    Equity
            F–5Notes to the Consolidated Financial
      Statements
            F–6















Page
- 18


















Report of
Independent Registered Public Accounting Firm





To the
Directors and Stockholders of


Almadoro
Minerals Corp (formerly Opes Exploration Inc.)


(An
Exploration Stage Company)






We have
audited the accompanying consolidated balance sheets of Almadoro Minerals Corp
(formerly Opes Exploration Inc.) (An Exploration Stage Company) as of January
31, 2008 and 2007, and the related consolidated statements of operations, cash
flows and stockholders' equity for the years then ended and accumulated from
November 14, 2005 (Date of Inception) to January 31, 2008. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
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. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. An audit includes consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.




In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Almadoro Minerals Corp
(formerly Opes Exploration Inc.) as of January 31, 2008 and 2007, and the
results of its operations and its cash flows for the years then ended and
accumulated from November 15, 2005 (Date of Inception) to January 31, 2008 in
conformity with accounting principles generally accepted in the United
States.




The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has not generated any revenues and has
incurred significant operating losses during the exploration stage. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. Management’s plans in regard to these matters are also discussed
in Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





/s/
Manning Elliott LLP


CHARTERED
ACCOUNTANTS




Vancouver,
Canada





May 26,
2008












F
- 1


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)


Consolidated Balance Sheets


(Expressed
in US dollars)








January
      31,
              2008
              $
            
            
            January
      31,
              2007
              $ASSETSCurrent
      AssetsCash
            
            58,052
            
            
            
            24,957Prepaid
      expenses
            
            232
            
            
            
            3,410Total
      Assets
            
            58,284
            
            
            
            28,367LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
            
            3,510
            
            
            
            2,250Accrued
      liabilities
            
            7,693
            
            
            
            1,742Due
      to related party (Note 3(b))
            
            88
            
            
            
            75Total
      Liabilities
            
            11,291
            
            
            
            4,067Contingencies
      and Commitments (Notes 1 and 6)Subsequent
      Events (Note 8)Stockholders’
      EquityCommon
      Stock, 75,000,000 shares authorized, $0.001 par value
              43,355,000
      issued and outstanding (2007 – 42,680,000 shares)
            
            43,355
            
            
            
            42,680Additional
      Paid-In Capital
            
            289,395
            
            
            
            10,070Donated
      Capital (Note 3(a))
            
            13,750
            
            
            
            10,750Deficit
      Accumulated During the Exploration Stage
            
            (299,507
            )
            
            
            (39,200
            )Total
      Stockholders’ Equity
            
            46,993
            
            
            
            24,300Total
      Liabilities and Stockholders’ Equity
            
            58,284
            
            
            
            28,367





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







F
- 2


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)


Consolidated Statements of Operations


(Expressed
in US dollars)








Accumulated
      fromNovember
      14, 2005
            
            
            For
      the
            
            
            For
      the(Date
      of Inception)
            
            
            Year
      ended
            
            
            Year
      endedTo
      January 31,
            
            
            January
      31,
            
            
            January
      31,2008
            
            
            2008
            
            
            2007$
            
            
            
            $
            
            
            
            $Revenue
            
            –
            
            
            
            –
            
            
            
            –ExpensesDonated
      expenses (Note 3(a))
            
            13,750
            
            
            
            3,000
            
            
            
            8,500General
      and administrative
            
            47,020
            
            
            
            42,759
            
            
            
            3,603Impairment
      of mineral property (Note 5)
            
            150,289
            
            
            
            150,000
            
            
            
            –Mineral
      exploration costs
            
            25,973
            
            
            
            22,265
            
            
            
            3,708Professional
      fees
            
            62,475
            
            
            
            42,283
            
            
            
            14,692Total
      Expenses
            
            299,507
            
            
            
            260,307
            
            
            
            30,503Net
      Loss
            
            (299,507
            )
            
            
            (260,307
            )
            
            
            (30,503
            )Net
      Loss Per Share – Basic and Diluted
            
            
            
            
            
            (0.01
            )
            
            
            –Weighted
      Average Shares Outstanding
            
            
            
            
            
            42,749,000
            
            
            
            42,680,000








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







F
- 3


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)


Consolidated Statements of Cash Flows


(Expressed
in US dollars)











Accumulated
      fromNovember
      14, 2005
            
            
            For
      the
            
            
            For
      the(Date
      of Inception)
            
            
            Year
      Ended
            
            
            Year
      EndedTo
      January 31,
            
            
            January
      31,
            
            
            January
      31,2008
            
            
            2008
            
            
            2007$
            
            
            
            $
            
            
            
            $Operating
      ActivitiesNet
      loss
            
            (299,507
            )
            
            
            (260,307
            )
            
            
            (30,503
            )Adjustment
      to reconcile net loss to net cash used in operating
      activities:Donated
      expenses
            
            13,750
            
            
            
            3,000
            
            
            
            8,500Impairment
      of mineral property
            
            150,289
            
            
            
            150,000
            
            
            
            –Change
      in operating assets and liabilitiesPrepaid
      expenses
            
            (232
            )
            
            
            3,178
            
            
            
            (3,410
            )Accounts
      payable and accrued liabilities
            
            11,203
            
            
            
            7,211
            
            
            
            (1,508
            )Due
      to related parties
            
            88
            
            
            
            13
            
            
            
            75Net
      Cash Used In Operating Activities
            
            (124,409
            )
            
            
            (96,905
            )
            
            
            (26,846
            )Investing
      ActivitiesMineral
      property acquisition costs
            
            (150,289
            )
            
            
            (150,000
            )
            
            
            –Net
      Cash Used In Investing Activities
            
            (150,289
            )
            
            
            (150,000
            )
            
            
            –Financing
      ActivitiesProceeds
      from issuance of common stock
            
            332,750
            
            
            
            280,000
            
            
            
            –Net
      Cash Flows Provided By Financing Activities
            
            332,750
            
            
            
            280,000
            
            
            
            –Increase
      (Decrease) in Cash
            
            58,052
            
            
            
            33,095
            
            
            
            (26,846
            )Cash
      - Beginning of Period
            
            –
            
            
            
            24,957
            
            
            
            51,803Cash
      - End of Period
            
            58,052
            
            
            
            58,052
            
            
            
            24,957Supplemental
      DisclosuresInterest
      paid
            
            –
            
            
            
            –
            
            
            
            –Income
      taxes paid
            
            –
            
            
            
            –
            
            
            
            –Non-cash
      Financing and Investing Activities
            
            –
            
            
            
            –
            
            
            
            –







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










F
- 4


Almadoro
      Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
      Exploration Stage Company)


Consolidated Statement of Stockholders’
    Equity


For
      the Period from November 14, 2005 (Date of Inception) to January 31,
      2008


(Expressed
      in US dollars)







DeficitAccumulatedAdditional
              
              
              
              During
      theCommon
      Stock
              
              Paid-In
              
              Donated
              
              Exploration
 Shares
              
              Par
      Value
              
              Capital
              
              Capital
              
              Stage
              
              Total#
              
              $
              
              $
              
              $
              
              $
              
              $Balance
      – November 14, 2005
                (Date
      of Inception)
              –
              
              –
              
              –
              
              –
              
              –
              
              –Common
      shares issued for cash
                at
      $0.001 per share
              24,000,000
              
              24,000
              
              (21,000)
              
              –
              
              –
              
              3,000Common
      shares issued for cash
                at
      $0.01 per share
              13,400,000
              
              13,400
              
              3,350
              
              –
              
              –
              
              16,750Common
      shares issued for cash
                at
      $0.05 per share
              5,280,000
              
              5,280
              
              27,720
              
              –
              
              –
              
              33,000Donated
      services and expenses
              –
              
              –
              
              –
              
              2,250
              
              –
              
              2,250Net
      loss for the period
              –
              
              –
              
              –
              
              –
              
              (8,697)
              
              (8,697)Balance
      – January 31, 2006
              42,680,000
              
              42,680
              
              10,070
              
              2,250
              
              (8,697)
              
              46,303Donated
      services and expenses
              –
              
              –
              
              –
              
              8,500
              
              –
              
              8,500Net
      loss for the year
              –
              
              –
              
              –
              
              –
              
              (30,503)
              
              (30,503)Balance
      – January 31, 2007
              42,680,000
              
              42,680
              
              10,070
              
              10,750
              
              (39,200)
              
              24,300Common
      shares issued for cash
                at
      $0.30 per share
              100,000
              
              100
              
              29,900
              
              –
              
              –
              
              30,000Common
      shares issued for cash
                at
      $0.50 per share
              200,000
              
              200
              
              99,800
              
              –
              
              –
              
              100,000Common
      shares issued for cash at
                $0.40
      per share
              375,000
              
              375
              
              149,625
              
              –
              
              –
              
              150,000Donated
      expenses
              –
              
              –
              
              –
              
              3,000
              
              –
              
              3,000Net
      loss for the year
              –
              
              –
              
              –
              
              –
              
              (260,307)
              
              (260,307)Balance
      – January 31, 2008
              43,355,000
              
              43,355
              
              289,395
              
              13,750
              
              (299,507)
              
              46,993
  See Note
4(d) for a forward stock split adjusted retroactively.








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





F
- 5


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)


Notes to the Consolidated Financial Statements


January
31, 2008












1.
            Nature
      of Operations and Continuance of
Business




Almadoro
Minerals Corp. (formerly Opes Exploration Inc.) (the “Company”) was incorporated
in the State of Nevada on November 14, 2005 under the name Opes Exploration Inc.
On March 24, 2008, the Company changed its name to Almadoro Minerals Corp. The
Company is an Exploration Stage Company, as defined by Statement of Financial
Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by
Development Stage Enterprises”. The Company’s principal business is the
acquisition and exploration of mineral resources. The Company has not presently
determined whether its properties contain mineral reserves that are economically
recoverable.




On
December 18, 2007, the Company acquired all of the issued and outstanding shares
of Ninakhori Minerales S.A. (“Ninakhori”), a company incorporated in Ecuador,
for consideration for $1,200. Ninakhori is an inactive company with no
operations and its only asset consists of $800 in cash. The balance of the
purchase price was allocated to incorporation costs.




These
consolidated financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has never generated
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, confirmation of the Company’s
interests in the underlying properties, and the attainment of profitable
operations. As at January 31, 2008, the Company has accumulated losses of
$299,507 since inception. These factors raise substantial doubt regarding the
Company’s ability to continue as a going concern. These consolidated financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.







2.
            Summary
      of Significant Accounting Policies




a)
            Basis
      of Presentation




These
consolidated financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States, and are
expressed in US dollars. These consolidated financial statements include the
accounts of the Company and its wholly owned subsidiary, Ninakhori Minerales
S.A., an inactive company. All intercompany transactions and balances have been
eliminated.  The Company’s fiscal year end is January 31.




b)
            Use
      of Estimates




The
preparation of consolidated financial statements in conformity with US generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.  The Company regularly evaluates estimates and assumptions
related to donated expenses, and deferred income tax valuations. The Company
bases its estimates and assumptions on current facts, historical experience and
various other factors that it believes to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company’s estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.




c)
            Basic
      and Diluted Net Income (Loss) Per
Share




The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share".
SFAS No. 128 requires presentation of both basic and diluted earnings per share
(EPS) on the face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders by the weighted average number of
shares outstanding during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period using the treasury stock
method and convertible preferred stock using the if-converted method. In
computing Diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive potential shares if
their effect is anti dilutive. At January 31, 2008, there were no potentially
dilutive securities.







F
- 6





Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)


Notes to
the Consolidated Financial Statements


January
31, 2008


(Expressed
in US dollars)








2.      Summary
of Significant Accounting Policies (continued)




d)
            Comprehensive
      Loss




SFAS No.
130, “Reporting Comprehensive
Income,” establishes standards for the reporting and display of
comprehensive loss and its components in the consolidated financial statements.
As at January 31, 2008 and 2007, the Company has no items that represent a
comprehensive loss and, therefore, has not included a schedule of comprehensive
loss in the consolidated financial statements.




e)
            Cash
      and Cash Equivalents




The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.




f)
            Mineral
      Property Costs




The
Company has been in the exploration stage since its inception on November 14,
2005 and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, “Whether Mineral
Rights Are Tangible or Intangible Assets”. The Company assesses the
carrying costs for impairment under SFAS 144, “Accounting for Impairment or
Disposal of Long Lived Assets” at each fiscal quarter end. When it has
been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs then incurred to
develop such property, are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.




g)
            Long-Lived
      Assets




In
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”, the Company tests long-lived assets or
asset groups for recoverability when events or changes in circumstances indicate
that their carrying amount may not be recoverable. Circumstances which could
trigger a review include, but are not limited to: significant decreases in the
market price of the asset; significant adverse changes in the business climate
or legal factors; accumulation of costs significantly in excess of the amount
originally expected for the acquisition or construction of the asset; current
period cash flow or operating losses combined with a history of losses or a
forecast of continuing losses associated with the use of the asset; and current
expectation that the asset will more likely than not be sold or disposed
significantly before the end of its estimated useful life.




Recoverability
is assessed based on the carrying amount of the asset and its fair value which
is generally determined based on the sum of the undiscounted cash flows expected
to result from the use and the eventual disposal of the asset, as well as
specific appraisal in certain instances. An impairment loss is recognized when
the carrying amount is not recoverable and exceeds fair value.




h)
            Financial
      Instruments




Financial
instruments, which include cash, accounts payable, accrued liabilities and
amounts due to a related party, were estimated to approximate their carrying
values due to the immediate or short-term maturity of these financial
instruments. The Company’s operations are in Canada which results in exposure to
market risks from changes in foreign currency rates. The financial risk is the
risk to the Company’s operations that arise from fluctuations in foreign
exchange rates and the degree of volatility of these rates. Currently, the
Company does not use derivative instruments to reduce its exposure to foreign
currency risk.











F
- 7


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)


Notes to
the Consolidated Financial Statements


January
31, 2008


(Expressed
in US dollars)








2.           Summary
of Significant Accounting Principles (continued)




i)
            Income
      Taxes




Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes”
as of its inception. Pursuant to SFAS No. 109 the Company is required to compute
tax asset benefits for net operating losses carried forward. Potential benefit
of net operating losses have not been recognized in these consolidated financial
statements because the Company cannot be assured it is more likely than not it
will utilize the net operating losses carried forward in future
years.




On
February 1, 2007, the Company adopted Financial Accounting Standards Board
Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes – an interpretation of FASB Statement No. 109” (“FIN
48”).  FIN 48 prescribes a measurement process for recording in the
consolidated financial statements uncertain tax positions taken or expected to
be taken in a tax return.  Additionally, FIN 48 provides guidance
regarding uncertain tax positions relating to derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition.  At January 31, 2008, the Company had no material
uncertain tax positions.




j)
            Foreign
      Currency Translation




The
Company’s functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with SFAS No. 52 “Foreign Currency
Translation”, using the exchange rate prevailing at the balance sheet
date. Gains and losses arising on settlement of foreign currency denominated
transactions or balances are included in the determination of income. Foreign
currency transactions are primarily undertaken in Canadian dollars. The Company
has not, to the date of these financials statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.




k)
            Stock-based
      Compensation




The
Company records stock-based compensation in accordance with SFAS No. 123R “Share Based Payments,” using
the fair value method.  The Company has not issued any stock options
or share based payments since its inception.




l)
            Recently
      Issued  Accounting
Pronouncements





In March
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161,
“Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133”.  SFAS No. 161 is intended to improve financial standards
for derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash flows. Entities are
required to provide enhanced disclosures about: (a) how and why an entity uses
derivative instruments; (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations; and (c)
how derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows.  It is effective for
financial statements issued for fiscal years beginning after November 15, 2008,
with early adoption encouraged.  The adoption of this statement is not
expected to have a material effect on the Company’s financial
statements.




In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
141R, “Business
Combinations”.  This statement replaces SFAS 141 and defines
the acquirer in a business combination as the entity that obtains control of one
or more businesses in a business combination and establishes the acquisition
date as the date that the acquirer achieves control. SFAS 141R requires an
acquirer to recognize the assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree at the acquisition date, measured at
their fair values as of that date. SFAS 141R also requires the acquirer to
recognize contingent consideration at the acquisition date, measured at its fair
value at that date. This statement is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008 and
earlier adoption is prohibited. The adoption of this statement is not expected
to have a material effect on the Company's consolidated financial
statements.








F
- 8


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)


Notes to
the Consolidated Financial Statements


January
31, 2008


(Expressed
in US dollars)










In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements Liabilities –an Amendment of ARB No.
51”.  This statement amends ARB 51 to establish accounting and
reporting standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation




2.           Summary
of Significant Accounting Principles (continued)




l)
            Recently
      Issued  Accounting Pronouncements
  (continued)




of a
subsidiary. This statement is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008 and earlier
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on the Company's consolidated financial statements.




In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's future financial statements.




In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS No. 157 is to increase consistency and comparability in fair
value measurements and to expand disclosures about fair value
measurements.  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value
measurements and does not require any new fair value measurements. The
provisions of SFAS No. 157 are effective for fair value measurements made in
fiscal years beginning after November 15, 2007. The adoption of this statement
is not expected to have a material effect on the Company's future reported
financial position or results of operations.





3.
            Related
      Party Balances/Transactions




a)
            The
      Company recognizes donated rent at $250 per month and donated services
      provided by the President of the Company at $500 per
      month.  Commencing February 1, 2007, the Company paid management
      fees to the President of the Company at a rate of CDN$833 per month for
      February and March 2007 and CDN$3,000 commencing April 2007. For the year
      ended January 31, 2008, the Company recognized $3,000 (2007 - $3,000) in
      donated rent and $30,390 (CDN$31,667) (2007 - $6,333) in management
      expenses. The President also received a bonus of $4,971 (CDN$5,000) (2007
      - $nil) for the year ended January 31,
2008.


b)
            As
      at January 31, 2008, the Company is indebted to the former President of
      the Company for $88 (2007 - $75), representing expenses paid on behalf of
      the Company. This amount is unsecured, non-interest bearing and has no
      repayment terms.





4.
            Common
      Stock




a)
            On
      October 25, 2007, the Company issued 375,000 common shares at $0.40 per
      share for proceeds of $150,000.




b)
            On
      October 3, 2007, the Company issued 200,000 common shares at $0.50 per
      share for proceeds of $100,000.




c)
            On
      July 27, 2007, the Company issued 100,000 common shares at $0.30 per
      common share for proceeds of
$30,000.




d)
            On
      June 13, 2007, the Company effected a forward stock split by declaring a
      stock dividend on the basis of seven new shares of common stock for every
      share of common stock outstanding.  The issued and outstanding
      common shares increased from 5,335,000 shares of common stock to
      42,680,000 shares of common stock.  All share amounts have been
      retroactively adjusted for all periods
  presented.











F
- 9


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)


Notes to
the Consolidated Financial Statements


January
31, 2008


(Expressed
in US dollars)








5.
            Mineral
      Properties




a)
            On
      January 13, 2006, the Company staked two new mineral claims near Atlin,
      British Columbia, Canada. The claims are registered in the name of the
      President of the Company.  The cost of mineral properties
      charged to operations by the Company of $289 represented the original cost
      of the properties incurred by the President, which has been reimbursed by
      the Company.




b)
            On
      December 27, 2007, the Company entered into a mining option agreement with
      Avalanche Minerals Ltd. (“Avalanche”), whereby the Company has the
      exclusive right to explore sixty-five mineral claims (the “Claims”) in
      Ecuador with an option to acquire a 50% undivided interest in the Claims
      which may be increased to 75% undivided interest pursuant to the terms and
      conditions of the option agreement.  The term of the option
      expires on June 1, 2010. To acquire a 50% undivided interest in the
      Claims, the Company has to fulfil the conditions set
  forth:







Cash
              Payments
              $
            
            Exploration
      Expenditures
              $December
      27, 2007
            
            150,000
            
            50,000March
      15, 2008
            
            48,000
            
            –June
      1, 2008
            
            50,000
            
            –December
      1, 2008
            
            50,000
            
            75,000June
      1, 2009
            
            50,000
            
            100,000December
      1, 2009
            
            50,000
            
            100,000$398,000
            
            $325,000




To
acquire a 75% undivided interest in the Ecuador Claims, Almadoro will have to
fulfil, in addition to the conditions listed above, the following additional
conditions:




i.
            )
            payment
      of an additional US$200,000 to Avalanche on or before June 1, 2010;
      and




ii.
            )
            incur
      additional mineral expenditures on the Ecuador Claims of at least
      US$300,000 on or before June 1,
2010.




During
the term of the Option Agreement, Avalanche Resources Ecuador S.A., a
wholly-owned Ecuadorian subsidiary of Avalanche, will be the operator for the
purpose of mining operations on the Claims.  All of the Company’s
interests in the option agreement and in the Claims will be registered in the
name of Ninakhori Minerales S.A., a wholly-owned Ecuadorian subsidiary of the
Company.




As at
January 31, 2008, the Company has paid $150,000 with respect to the Claims and
is committed to payment of $248,000 and incurring exploration expenditures of
$325,000 by December 1, 2009.   Refer to Note 8.





6.      Commitment




a)
            On
      April 18, 2007, the Company entered into a mineral exploration agreement
      (the “Agreement”) with a consultant for geological services on the
      Company’s mineral properties as noted in Note 5. Under the terms of the
      Agreement, the Company has committed to pay a deposit of CDN$5,000,
      geological expenses of CDN$17,000 before August 31, 2007, and CDN$3,000
      upon the filing of the mineral exploration work with the Province of
      British Columbia. As at January 31, 2008, the Company has incurred
      CDN$5,000 of exploration costs.  During the year ended January
      31, 2008, the Company incurred CDN$17,200 ($17,362) in expenses to the
      consultant.




b)
            On
      February 1, 2007, the Company entered into a management agreement (the
      “Agreement”) with the President of the Company.  Under the terms
      of the Agreement, the Company will pay management fees of CDN$833 for the
      months of February and March 2007, and CDN$3,000 per month commencing
      April 2007 plus reimbursement of all out-of-pocket
      expenses.  The Agreement expires on April 30,
    2008.




c)
            Refer
      to Note 5 (b)







F
- 10


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(An
Exploration Stage Company)


Notes to
the Consolidated Financial Statements


January
31, 2008


(Expressed
in US dollars)








7.      Income
Tax





The
Company accounts for income taxes under SFAS No. 109, "Accounting for Income Taxes."
Deferred income tax assets and liabilities are determined based upon differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the
differences are expected to reverse. Income tax expense differs from the amount
that would result from applying the U.S federal and state income tax rates to
earnings before income taxes. The Company has a net operating loss carryforward
of $135,757 available to offset taxable income in future years which commence
expires in fiscal 2026. Pursuant to SFAS 109, the potential benefit of the net
operating loss carryforward has not been recognized in the consolidated
financial statements since the Company cannot be assured that it is more likely
than not that such benefit will be utilized in future years.





The
      Company is subject to United States federal and state income taxes at an
      approximate rate of 35%. The reconciliation of the provision for income
      taxes at the United States federal statutory rate compared to the
      Company’s income tax expense as reported is as
  follows:





January
      31,
              2008
              $
            
            
            January
      31,
              2007
              $Income
      tax recovery at statutory rate
            
            (91,107
            )
            
            
            (10,676
            )Permanent
      differences
            
            53,550
            
            
            
            2,975Valuation
      allowance change
            
            37,557
            
            
            
            7,701Provision
      for income taxes
            
            –
            
            
            
            –





Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. Deferred income taxes arise from
temporary differences in the recognition of income and expenses for financial
reporting and tax purposes. The significant components of deferred income tax
assets and liabilities at January 31, 2008 and 2007 are as follows:





January
      31,
              2008
              $
            
            
            January
      31,
              2007
              $Net
      operating loss carryforward
            
            47,530
            
            
            
            9,980Valuation
      allowance
            
            (47,530
            )
            
            
            (9,980
            )Net
      deferred income tax asset
            
            –
            
            
            
            –





The
Company has recognized a valuation allowance for the deferred income tax asset
since the Company cannot be assured that it is more likely than not that such
benefit will be utilized in future years. The valuation allowance is reviewed
annually. When circumstances change and which cause a change in management's
judgment about the realizability of deferred income tax assets, the impact of
the change on the valuation allowance is generally reflected in current
income.








8.           Subsequent
Events




a)
            On
      March 11, 2008, the Company issued 160,000 post-split common shares at
      $0.30 per share for proceeds of
$48,000.




b)
            On
      March 15, 2008, the Company paid $48,000 to Avalanche as part of the
      Company’s commitment to acquire a 50% undivided interest in the claims, as
      noted in Note 5 (b).









F
- 11


Item
9.                      Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.





There are
no changes in and disagreements with Almadoro’s accountants on accounting and
financial disclosure.  Almadoro’s Independent Registered Public
Accounting Firm from inception to the current date is Manning Elliott LLP,
Chartered Accountants, 1100 - 1050 West Pender Street, Vancouver, British
Columbia, V6E 3S7, Canada.





Item 9A.  Controls and
Procedures.





Disclosure Controls and
Procedures





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting.  Disclosure controls and procedures are designed
to ensure that information required to be disclosed in the reports filed or
submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified in the SEC’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in the reports filed under the Exchange Act is accumulated and
communicated to management, including Ken Ralfs, Almadoro’s Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.





All
internal control systems, no matter how well designed, have inherent
limitations.  Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation.





Almadoro’s
internal control system was designed to provide reasonable assurance to
Almadoro’s management and board of directors regarding the preparation and fair
presentation of published financial statements.  However, testing of
Almadoro’s internal control systems was not conducted because Almadoro has no
revenue and is a start up exploration company.





An
internal control material weakness is a significant deficiency, or aggregation
of deficiencies, that does not reduce to a relatively low level the risk that
material misstatements in financial statements will be prevented or detected on
a timely basis by employees in the normal course of their work.  An
internal control significant deficiency, or aggregation of deficiencies, is one
that could result in a misstatement of the financial statements that is more
than inconsequential.





Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of January 31, 2008, and this assessment identified the following
material weaknesses in Almadoro’s internal control over financial
reporting.





1.
            Almadoro
      does not maintain its own computer based double entry accounting
      system.  All financial records are manually maintained in a
      paper format.  Almadoro relies on an external consultant to
      transpose its paper based records into a computer based accounting system
      that the external consultant maintains.  Almadoro has no details
      about this computer based accounting
system.





2.
            Almadoro
      relies on its sole officer to maintain and control its internal financial
      reporting.  Therefore there is lack of proper segregation of
      functions, duties and responsibilities with respect to our cash control
      over the disbursements related thereto due to Almadoro’s very limited
      staff, including its accounting
personnel.





In making
its assessment of internal control over financial reporting management used the
criteria issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal
Control—Integrated Framework.  Because of the material
weaknesses described in the preceding paragraphs, management believes that, as
of January 31, 2008, Almadoro’s internal control over financial reporting was
not effective based on those criteria.





Almadoro’s
independent auditors have not issued an attestation report on management’s
assessment of Almadoro’s internal control over financial reporting.





Changes in Internal
Controls





During
the last fiscal quarter covered by this report, there were no changes in
Almadoro’s internal controls or, to Almadoro’s knowledge, in other factors that
have materially affected, or are reasonably likely to materially affect, these
controls and procedures subsequent to the Evaluation Date.




Page
- 30





Management’s Report on
Internal Controls over Financial Reporting





Almadoro
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this
item.





Item
9B.  Other Information





During
the fourth quarter of the fiscal year covered by this Form 10-K, Almadoro
reported all information that was required to be disclosed in a report on Form
8-K.







PART
III





Item
10.  Directors, Executive Officers, and Corporate
Governance.





(a)           Identify
Directors and Executive Officers





Each
director of Almadoro holds office until (i) the next annual meeting of the
stockholders, (ii) his successor has been elected and qualified, or (iii) the
director resigns.





Almadoro’s
management team is listed below.





Officer’s
      Name
            Almadoro
      Minerals Corp.
            Ninakhori
      Minerals S.A.Ken
      Ralfs
            Director
              President,
      CEO, CFO,
              Treasurer,
      and Corporate Secretary
            PresidentPaul
      Suarez
            n/a
            General
      Manager





Ken
Ralfs ●  Mr. Ralfs (61 years old)has been a director and
the president, CEO and CFO of Almadoro since January 2007 and the president of
Ninakhori Minerals S.A. since March 2008.  Mr. Ralfs has been a
self-employed geologist since 1989 and has served as a director and officer of
various public companies since 1989.  Mr. Ralfs received his B.S.
Degree in Geology in 1975 from the University of British
Columbia.  Mr. Ralfs has been a director of Dynamic Resources Ltd. on
the CNQ market since February 2004.





(b)           Identify
Significant Employees





Almadoro
has no significant employees other than Ken Ralfs, who is the sole director and
officer of Almadoro.  Mr. Ralfs will devote approximately 20 hours per
week or 50% of his working time to the business of Almadoro.  For its
accounting requirements Almadoro utilizes the consulting services of Lancaster
& David, Chartered Accountants of Vancouver, Canada to assist in the
preparation of its annual and interim financial statements in accordance with
accounting principles generally accepted in the United States.





(c)           Family
Relationships





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





(d)           Involvement
in Certain Legal Proceedings





(1)
            No
      bankruptcy petition has been filed by or against any business of which any
      director was a general partner or executive officer either at the time of
      the bankruptcy or within two years prior to that
  time.





(2)
            No
      director has been convicted in a criminal proceeding and is not subject to
      a pending criminal proceeding (excluding traffic violations and other
      minor offences).





(3)
            No
      director has been subject to any order, judgement, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities.





(4)
            No
      director has been found by a court of competent jurisdiction (in a civil
      action), the Securities Exchange Commission or the Commodity Futures
      Trading Commission to have violated a federal or state securities or
      commodities law, that has not been reversed, suspended, or
      vacated.







Page
- 31




(e)           Compliance
with Section 16(a) of the Exchange Act.





All
reports were filed with the SEC on a timely basis and Almadoro is not aware of
any failures to file a required report during the period covered by this annual
report.





(f)           Nomination
Procedure for Directors





Almadoro
does not have a standing nominating committee; recommendations for candidates to
stand for election as directors are made by the board of
directors.  Almadoro has not adopted a policy that permits
shareholders to recommend candidates for election as directors or a process for
shareholders to send communications to the board of directors.





(g)           Audit
Committee Financial Expert





Almadoro
has no financial expert.  Management believes the cost related to
retaining a financial expert at this time is prohibitive.  Almadoro’s
Board of Directors has determined that it does not presently need an audit
committee financial expert on the Board of Directors to carry out the duties of
the Audit Committee.  Almadoro’s Board of Directors has determined
that the cost of hiring a financial expert to act as a director of Almadoro and
to be a member of the Audit Committee or otherwise perform Audit Committee
functions outweighs the benefits of having a financial expert on the Audit
Committee





(h)           Identification
of Audit Committee





Almadoro
does not have a separately-designated standing audit
committee.  Rather, Almadoro’s entire board of directors perform the
required functions of an audit committee.  Currently, Ken Ralfs is the
only member of Almadoro’s audit committee, but does not meet Almadoro’s
independent requirements for an audit committee member.  See “Item 12.
(c) Director independence” below for more information on
independence.





Almadoro’s
audit committee is responsible for: (1) selection and oversight of Almadoro’s
independent accountant; (2) establishing procedures for the receipt, retention
and treatment of complaints regarding accounting, internal controls and auditing
matters; (3) establishing procedures for the confidential, anonymous submission
by Almadoro’s employees of concerns regarding accounting and auditing matters;
(4) engaging outside advisors; and, (5) funding for the outside auditor and any
outside advisors engaged by the audit committee.





As of
January 31, 2008, Almadoro did not have a written audit committee charter or
similar document.





(i)           Code
of Ethics





Almadoro
has adopted a financial code of ethics that applies to all its executive
officers and employees, including its CEO and CFO.  See Exhibit 14 –
Code of Ethics for more information.  Almadoro undertakes to provide
any person with a copy of its financial code of ethics free of
charge.  Please contact Ken Ralfs at 604-723-9660 to request a copy of
Almadoro’s financial code of ethics.  Management believes Almadoro’s
financial code of ethics is reasonably designed to deter wrongdoing and promote
honest and ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable laws; ensure
prompt internal reporting of code violations; and provide accountability for
adherence to the code.





Item
11.  Executive Compensation.





Almadoro
has paid $nil in compensation to its named executive officers during its fiscal
year ended January 31, 2007.








Page
- 32










SUMMARY
COMPENSATION TABLE





Name
      and principal position
              
              (a)
            Year
              
              
              
              (b)
            Salary
              
              ($)
              
              (c)
            Bonus
              
              ($)
              
              (d)
            Stock
      Awards
              ($)
              
              (e)
            Option
      Awards
              ($)
              
              (f)
            Non-Equity
      Incentive Plan
              ($)
              
              (g)
            Non-qualified
      Deferred Compen-
              sation
      Earnings ($)
              (h)
            All
      other compen-sation
              ($)
              
              (i)
            Total
              
              ($)
              
              (j)Ken
      Ralfs
              CEO
              Jan
      2007 - present
              CFO
              Jan
      2007–present
            2006
              2007
              2008
            n/a
              2,500
              27,000
            n/a
              nil
              nil
            n/a
              nil
              nil
            n/a
              nil
              nil
            n/a
              nil
              nil
            n/a
              nil
              nil
            n/a
              nil
              nil
            n/a
              2,500
              27,000
      (1)Gordon
      Racette
              CEO
              Nov
      2005 –Jan 2007
              CFO
              Nov
      2005 – Jan 2007
            2006
              2007
              2008
            nil
              nil
              n/a
            nil
              nil
              n/a
            nil
              nil
              n/a
            nil
              nil
              n/a
            nil
              nil
              n/a
            nil
              nil
              n/a
            nil
              nil
              n/a
            nil
              nil
              n/a


(1)
            This
      amount is in Canadian dollars and represents the monthly management fee
      paid to Mr. Ralfs.





Since
Almadoro’s inception, no stock options, stock appreciation rights, or long-term
incentive plans have been granted, exercised or repriced.





Currently,
there are no arrangements between Almadoro and any of its directors whereby such
directors are compensated for any services provided as directors.





On May 1,
2007, Almadoro retained the continued services of Ken Ralfs for a term of 12
months pursuant to the terms and conditions of a management
agreement.  Mr. Ralfs will continue to provide his services as the
president and chief executive officer of Almadoro Minerals Corp. and his
business management expertise to Almadoro Minerals Corp. in connection with its
business activities.  Almadoro Minerals Corp. will pay Mr. Ralfs
CDN$3,000 per month for providing such services and will reimburse Mr. Ralfs for
any reasonable out-of-pocket expenses that he incurs in fulfilling the terms of
this agreement.  Either party may terminate the agreement with 30
days’ notice.  See Exhibit 10.3 – Management Agreement for more
details.





There are
no other employment agreements between Almadoro and any named executive officer,
and there are no employment agreements or other compensating plans or
arrangements with regard to any named executive officer which provide for
specific compensation in the event of resignation, retirement, other termination
of employment or from a change of control of Almadoro or from a change in a
named executive officer’s responsibilities following a change in
control.





Item
12.  Security Ownership of Certain Beneficial Holders and
Management.





(a)           Security Ownership of Certain
Beneficial Owners (more than 5%)





(1)
              Title
      of Class
            (2)
              Name
      and Address of Beneficial Owner
            (3)
              Amount
      and Nature of
              Beneficial
      Owner[1]
            (4)
              Percent
              of Class[2]common
      stock
            Ken
      Ralfs
              9620
      Williams Road
              Richmond,
      BC   V7A 1H2
            24,000,000
            55.2%


[1]The
      listed beneficial owner has no right to acquire any shares within 60 days
      of the date of this Form 10-KSB from options, warrants, rights, conversion
      privileges or similar obligations excepted as otherwise
    noted.


[2]Based on 43,515,000 shares of common stock issued and outstanding
      as of June 5, 2008.









Page
- 33











(b)           Security
Ownership of Management







(1)
              Title
      of Class
            (2)
              Name
      and Address of Beneficial Owner
            (3)
              Amount
      and Nature of Beneficial Owner
            (4)
              Percent
              of Class[1]common
      stock
            Ken
      Ralfs
              9620
      Williams Road
              Richmond,
      BC   V7A 1H2
            24,000,000
            55.2%common
      stock
            Directors
      and Executive Officers (as a group)
            24,000,000
            55.2%


[1]Based
      on 43,515,000 shares of common stock issued and outstanding as of June 5,
      2008.





(c)           Changes
in Control





Almadoro
is not aware of any arrangement that may result in a change in control of
Almadoro.





Item
13.  Certain Relationships and Related Transactions.





(a)           Transactions
with Related Persons





Since the
beginning of Almadoro’s last fiscal year, no director, executive officer,
security holder, or any immediate family of such director, executive officer, or
security holder has had any direct or indirect material interest in any
transaction or currently proposed transaction, which Almadoro was or is to be a
participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the
average of Almadoro’s total assets at year-end for the last three completed
fiscal years, except for the following:





1.
            Declaration
      of Trust





On
January 13, 2006, Almadoro staked two mineral claims located near Atlin, British
Columbia.  The Atlin Claims are registered in the name of Gordon
Racette, a former director and officer of Almadoro.  Mr. Racette has
executed a trust agreement whereby he has agreed to hold the Atlin Claims in
trust for Almadoro.  See Exhibit 10.1 – Declaration of Trust for more
details.





2.
            Management
      Agreement





On May 1,
2007, Almadoro entered into a management agreement with Ken
Ralfs.  Mr. Ralfs will provide his services as the president and chief
executive officer of Almadoro Minerals Corp. for a monthly fee of CDN$3,000 and
will reimburse Mr. Ralfs for any reasonable out-of-pocket expenses that he
incurs in fulfilling the terms of this agreement.  See Exhibit 10.3 –
Management Agreement for more details.





(b)           Promoters
and control persons





During
the past five fiscal years, Ken Ralfs and Gordon Racette have been promoters of
Almadoro’s business, but neither of these promoters have received anything of
value from Almadoro nor is any person entitled to receive anything of value from
Almadoro for services provided as a promoter of the business of
Almadoro.





(c)           Director
independence





Almadoro’s
board of directors currently consists of Ken Ralfs and Gordon
Racette.  Pursuant to Item 407(a)(1)(ii) of Regulation S-B of the
Securities Act, Almadoro’s board of directors has adopted the definition of
“independent director” as set forth in Rule 4200(a)(15) of the NASDAQ
Manual.  In summary, an “independent director” means a person other
than an executive officer or employee of Almadoro or any other individual having
a relationship which, in the opinion of Almadoro’s board of directors, would
interfere with the exercise of independent judgement in carrying out the
responsibilities of a director, and includes any director who accepted any
compensation from Almadoro in excess of $200,000 during any period of 12
consecutive months with the three past fiscal years.  Also, the
ownership of Almadoro’s stock will not preclude a director from being
independent.




Page
- 34





In
applying this definition, Almadoro’s board of directors has determined that Mr.
Racette does qualify as an “independent director” pursuant to Rule 4200(a)(15)
of the NASDAQ Manual and Mr, Ralfs does not qualify as an “independent director”
pursuant to the same Rule.





As of the
date of the report, Almadoro did not maintain a separately designated
compensation or nominating committee.


Almadoro
has also adopted this definition for the independence of the members of its
audit committee.  Ken Ralfs and Gordon Racette serve on Almadoro’s
audit committee.  Almadoro’s board of directors has determined that
only Mr. Racette is “independent” for purposes of Rule 4200(a)(15) of the NASDAQ
Manual, applicable to audit, compensation and nominating committee members, and
is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange
Act.





Item
14.  Principal Accounting Fees and Services




(1)  Audit
Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for Almadoro’s audit of
consolidated annual financial statements and for review of financial statements
included in Almadoro’s Form 10-QSB’s or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years was:





2008 -
$10,950 – Manning Elliott LLP – Chartered Accountants


2007 -
$8,650 – Manning Elliott LLP – Chartered Accountants





(2)  Audit-Related
Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of Almadoro’s consolidated financial
statements and are not reported in the preceding paragraph:





2008 - $0
– Manning Elliott LLP – Chartered Accountants


2007 - $0
– Manning Elliott LLP – Chartered Accountants





(3)  Tax
Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:





2008 - $0
– Manning Elliott LLP – Chartered Accountants


2007 - $0
– Manning Elliott LLP – Chartered Accountants





(4)  All
Other Fees





The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:





2008 - $0
– Manning Elliott LLP – Chartered Accountants


2007 - $0
– Manning Elliott LLP – Chartered Accountants





(6)  The percentage
of hours expended on the principal accountant’s engagement to audit Almadoro’s
consolidated financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant’s
full time, permanent employees was nil %.





Page
- 35


Item
15.  Exhibits, Financial Statements Schedules.





(a)           Index
to and Description of Exhibits.





Exhibit
            Description
            Status3.1
            Articles
      of Incorporation of Almadoro Minerals Corp. filed as an exhibit to
      Almadoro’s registration statement on Form SB-2 filed on May 5, 2006, and
      incorporated herein by reference.
            Filed3.2
            Bylaws
      of Almadoro Minerals Corp. filed as an exhibit to Almadoro’s registration
      statement on Form SB-2 filed on May 5, 2006, and incorporated herein by
      reference.
            Filed3.3
            Incorporation
      Resolution of Ninakhori Minerals S.A.
            Included3.4
            Bylaws
      of Ninakhori Minerals S.A.
            Included10.1
            Declaration
      of Trust dated January 13, 2006 filed as an exhibit to Almadoro’s
      registration statement on Form SB-2 filed on May 5, 2006, and incorporated
      herein by reference.
            Filed10.2
            Letter
      agreement dated April 18, 2007 between Gerry Diakow and Almadoro Minerals
      Corp., filed as an exhibit to Almadoro’s Form 8-K (Current Report) filed
      on April 26, 2006, and incorporated herein by reference.
            Filed10.3
            Management
      agreement dated May 1, 2007 between Almadoro Minerals Corp. and Ken Ralfs,
      filed as an exhibit to Almadoro’s Form 8-K (Current Report) filed on May
      4, 2007, and incorporated herein by reference.
            Filed10.4
            Mining
      Option Agreement dated December 27, 2007 between Avalanche Minerals Ltd.
      and Opes Exploration Inc., filed as an exhibit to Almadoro’s Form 8-K
      (Current Report) filed on January 7, 2008, and incorporated herein by
      reference.
            Filed14
            Financial
      Code of Ethics filed as an exhibit to Almadoro’s Form SB-2 filed on May 5,
      2006, and incorporated herein by reference.
            Filed21
            List of Subsidiaries
            Included31
            Certifications pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.
            Included32
            Certification pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
            Included








Page
- 36








SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934,
Almadoro Minerals Corp. has caused this report to be signed on its behalf by the
undersigned duly authorized person.





ALMADORO
MINERALS CORP.





By: /s/ Ken
Ralfs





Name:                      Ken Ralfs


Title:                      CEO and CFO


Dated:                      June 6, 2008











Pursuant
to the requirements of the Securities Exchange Act of 1934, the following
persons on behalf of Almadoro Minerals Corp. and in the capacities and on the
dates indicated have signed this report below.





Signature
            Title
            Date/s/
      Ken Ralfs
            President,
      Chief Executive Officer,
              Principal
      Executive Officer,
              Chief
      Financial Officer, Principal Financial Officer, Principal Accounting
      Officer,
              Treasurer,
      and Corporate Secretary
              Member
      of the Board of Directors
            June
      6, 2008





Page
- 37




















Exhibit
3.3


















Page
- 38































Page
- 39






















Page
- 40




Resolution




Page
- 41

















Exhibit
3.4
























Page
- 42
















BY-LAWS
 
 of
 
 NINAKHORI
MINERALES S.A.
 
 Summary
in English
      
 Page
- 43
 
 COMPANY
INCORPORATION SUMMARY
 
 
 NAME:  NINAKHORI
MINERALES ECUADOR S.A.
 
 
 CAPITAL:  US$800.00
divided in 800 common shares.
 
 
 NATIONALITY:  Ecuadorian.
 
 
 DOMICILE:  Quito –
Ecuador.
 
 
 TERM:  99
years.  The shareholders have the right to extend or shorten
it.
 
 
 OBJECT:  Exploration,
development, exploitation and acquisition of mining concessions, as well as
exportation and commerce of minerals.
 
 COMPANY
ORGANIZATION:
 
 General Assembly of
Shareholders
 
 President, and
 
 General Manager.
 
 
 PRESIDENT:  The
president will be elected by the General Assembly of the Company for a time of
period of 5 years.
 
 
 GENERAL
MANAGER:  The General Manager will be elected by the General
Assembly for a time period of 5 years.
 
 Page
- 44















Exhibit
21
























Page
- 45













Exhibit
21





List
of Subsidiaries








Name
      of Subsidiary
            Jurisdiction
      of Incorporation
            Business
      NameNinakhori
      Minerals S.A.
            Ecuador
            n/a







Page
- 46


















Exhibit
31























Page
- 47




ALMADORO
MINERALS CORP.




CERTIFICATIONS
PURSUANT TO




SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION




I, Ken
Ralfs, certify that:




1.  
I have reviewed this annual report on Form 10-K for the fiscal year ending
January 31, 2008 of Almadoro Mining Corp.;




2.  Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;




3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;




4. The
registrant’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:




(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;




(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;




(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and




(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




5.  The
registrant’s other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and




(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.






Date:  June
6, 2008






/s/
Ken Ralfs


Ken
Ralfs


Chief
Executive Officer







Page
- 48




ALMADORO
MINERALS CORP.




CERTIFICATIONS
PURSUANT TO




SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION




I, Ken
Ralfs, certify that:




1.  
I have reviewed this annual report on Form 10-K for the fiscal year ending
January 31, 2008 of Almadoro Mining Corp.;




2.  Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;




3.  Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;




4. The
registrant’s other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:




(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;




(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;




(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and




(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and




5.  The
registrant’s other certifying officers and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):




(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and




(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.






Date:  June
6, 2008






/s/
Ken Ralfs


Ken
Ralfs




Chief
Financial Officer







Page
- 49





















Exhibit
32


















Page
- 50




CERTIFICATION
PURSUANT TO




18
U.S.C. SECTION 1350,




AS
ADOPTED PURSUANT TO




SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002











In
connection with the Annual Report of Almadoro Minerals Corp. (the “Company”) on
Form 10-K for the period ending January 31, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Ken Ralfs, Chief
Executive Officer of the Company, certify, pursuant to s.906 of the
Sarbanes-Oxley Act of 2002, that:






(1)
        The Report fully complies with the requirements of section 13(a) or
      15(d) of the Securities Exchange Act of 1934;
  and






(2)
        The information contained in the Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the Company.













/s/
Ken Ralfs


Ken
Ralfs




Chief
Executive Officer






June 6,
2008




Page
- 51




CERTIFICATION
PURSUANT TO




18
U.S.C. SECTION 1350,




AS
ADOPTED PURSUANT TO




SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002











In
connection with the Annual Report of Almadoro Minerals Corp. (the “Company”) on
Form 10-KSB for the period ending January 31, 2007 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Ken Ralfs, Chief
Financial Officer of the Company, certify, pursuant to s.906 of the
Sarbanes-Oxley Act of 2002, that:






(1)
        The Report fully complies with the requirements of section 13(a) or
      15(d) of the Securities Exchange Act of 1934;
  and






(2)
        The information contained in the Report fairly presents, in all
      material respects, the financial condition and results of operations of
      the Company.













/s/
Ken Ralfs


Ken
Ralfs


Chief
Financial Officer




June 6,
2008




Page
- 52