UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.   20549









FORM
10-Q


(Mark
One)





[
      X ]
            QUARTERLY
      REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period
ended                                                                April 30,
2008





[    ]
            TRANSITION
      REPORT UNDER 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)








Nevada
            00-0000000State
      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)604-644-4423Registrant’s
      telephone number, including area code)n/a(Former name, former address and former fiscal
      year, if changed since last
  report)





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.


[
X ]
Yes         [    ]  No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer”,
“accelerated filer” 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                
[ X ]





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


[
X ]
Yes         [   ]  No





APPLICABLE
ONLY TO CORPORATE ISSUERS





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 20,
  2008common
      stock - $0.001 par value
            43,515,000






Page
- 1





PART
I – FINANCIAL INFORMATION





Item
1.                      Financial
Statements.








ALMADORO
MINERALS CORP.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)








INTERIM
FINANCIAL STATEMENTS








April
30, 2008





(Unaudited)













IndexConsolidated
      Balance Sheets
            F-1Consolidated Statements of
    Operations
            F-2Consolidated Statements of Cash
Flows
            F-3Notes to the
      Consolidated Financial Statements
            F-4










Page
- 2


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)


Consolidated Balance Sheets


(Expressed
in U.S. dollars)








April
      30,
              2008
              $
            
            
            January
      31,
              2008
              $(unaudited)ASSETSCurrent
      AssetsCash
            
            23,471
            
            
            
            58,052Prepaid
      expenses
            
            25,229
            
            
            
            232Total
      Assets
            
            48,700
            
            
            
            58,284LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
            
            16,854
            
            
            
            3,510Accrued
      liabilities
            
            4,783
            
            
            
            7,693Due
      to related party (Note 3(b))
            
            3,066
            
            
            
            88Total
      Liabilities
            
            24,703
            
            
            
            11,291Contingencies
      and Commitments (Notes 1 and 6)Stockholders’
      EquityCommon
      Stock, 75,000,000 shares authorized, $0.001 par value
              43,515,000
      issued and outstanding (January 31, 2008 – 43,355,000
    shares)
            
            43,515
            
            
            
            43,355Additional
      Paid-In Capital
            
            337,235
            
            
            
            289,395Donated
      Capital (Note 3(a))
            
            14,500
            
            
            
            13,750Deficit
      Accumulated During the Exploration Stage
            
            (371,253
            )
            
            
            (299,507
            )Total
      Stockholders’ Equity
            
            23,997
            
            
            
            46,993Total
      Liabilities and Stockholders’ Equity
            
            48,700
            
            
            
            58,284













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




F
- 1




Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)


Consolidated Statements of Operations


(Expressed
in U.S. dollars)











Accumulated
      fromNovember
      14, 2005
            
            
            For
      the Three
            
            
            For
      the Three(Date
      of Inception)
            
            
            Months
      Ended
            
            
            Months
      EndedTo
      April 30,
            
            
            April
      30,
            
            
            April
      30,2008
            
            
            2008
            
            
            2007$
            
            
            
            $
            
            
            
            $Revenue
            
            –
            
            
            
            –
            
            
            
            –ExpensesDonated
      expenses (Note 3(a))
            
            14,500
            
            
            
            750
            
            
            
            750General
      and administrative
            
            56,902
            
            
            
            9,882
            
            
            
            4,167Impairment
      of mineral property (Note 5)
            
            150,289
            
            
            
            –
            
            
            
            –Mineral
      exploration costs
            
            76,721
            
            
            
            50,748
            
            
            
            –Professional
      fees
            
            72,841
            
            
            
            10,366
            
            
            
            11,311Total
      Expenses
            
            371,253
            
            
            
            71,746
            
            
            
            16,228Net
      Loss
            
            (371,253
            )
            
            
            (71,746
            )
            
            
            (16,228
            )Net
      Loss Per Share – Basic and Diluted
            
            
            
            
            
            –
            
            
            
            –Weighted
      Average Shares Outstanding
            
            
            
            
            
            43,443,900
            
            
            
            42,680,000














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








F
- 2





Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)


Consolidated Statements of Cash Flows


(Expressed
in U.S. dollars)








Accumulated
      fromNovember
      14, 2005
            
            
            For
      the Three
            
            
            For
      the Three(Date
      of Inception)
            
            
            Months
      Ended
            
            
            Months
      EndedTo
      April 30,
            
            
            April
      30,
            
            
            April
      30,2008
            
            
            2008
            
            
            2007$
            
            
            
            $
            
            
            
            $Operating
      ActivitiesNet
      loss
            
            (371,253
            )
            
            
            (71,746
            )
            
            
            (16,228
            )Adjustment
      to reconcile net loss to net cash used in operating
      activities:Donated
      expenses
            
            14,500
            
            
            
            750
            
            
            
            750Impairment
      of mineral property
            
            150,289
            
            
            
            –
            
            
            
            –Change
      in operating assets and liabilitiesPrepaid
      expenses
            
            (25,229
            )
            
            
            (24,997
            )
            
            
            (1,208
            )Accounts
      payable and accrued liabilities
            
            21,637
            
            
            
            10,434
            
            
            
            5,013Due
      to related parties
            
            3,066
            
            
            
            2,978
            
            
            
            2,715Net
      Cash Used In Operating Activities
            
            (206,990
            )
            
            
            (82,581
            )
            
            
            (8,958
            )Investing
      ActivitiesMineral
      property acquisition costs
            
            (150,289
            )
            
            
            –
            
            
            
            –Net
      Cash Used In Investing Activities
            
            (150,289
            )
            
            
            –
            
            
            
            –Financing
      ActivitiesProceeds
      from issuance of common stock
            
            380,750
            
            
            
            48,000
            
            
            
            –Net
      Cash Flows Provided By Financing Activities
            
            380,750
            
            
            
            48,000
            
            
            
            –Increase
      (Decrease) in Cash
            
            23,471
            
            
            
            (34,581
            )
            
            
            (8,958
            )Cash
      - Beginning of Period
            
            –
            
            
            
            58,052
            
            
            
            24,957Cash
      - End of Period
            
            23,471
            
            
            
            23,471
            
            
            
            15,999Supplemental
      DisclosuresInterest
      paid
            
            –
            
            
            
            –
            
            
            
            –Income
      taxes paid
            
            –
            
            
            
            –
            
            
            
            –Non-cash
      Financing and Investing Activities
            
            –
            
            
            
            –
            
            
            
            –













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







F
- 3


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)


Notes to the Consolidated Financial Statements


April 30,
2008


(Expressed
in U.S. Dollars)


(Unaudited)





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 a Development Stage Company, as defined by Statement of Financial
Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by Development Stage
Enterprises”. Until June 17, 2008, the Company was an exploration stage
company.  Almadoro’s principal business was the acquisition and
exploration of mineral resources.  The Company’s current principal
business activity is to seek a suitable reverse acquisition candidate through
acquisition, merger or other suitable business combination method.




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 April 30, 2008, the Company has accumulated losses of $371,253
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)
            Interim
      Financial Statements




The
interim unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with the instructions to Securities and Exchange
Commission (“SEC”) Form 10-QSB. They do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. Therefore, these financial statements should be read in
conjunction with the Company’s audited financial statements and notes thereto
for the year ended January 31, 2008, included in the Company’s Annual Report on
Form 10-KSB filed on June 6, 2008 with the SEC.




The
financial statements included herein are unaudited; however, they contain all
normal recurring accruals and adjustments that, in the opinion of management,
are necessary to present fairly the Company’s financial position at April 30,
2008, and the results of its operations and cash flows for the three month
periods ended April 30, 2008 and 2007. The results of operations for the three
months ended April 30, 2008 are not necessarily indicative of the results to be
expected for future quarters or the full year.




c)
            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 April 30, 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.










F
- 4





Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


April 30,
2008


(Expressed
in U.S. Dollars)


(Unaudited)







2.
            Summary
      of Significant Accounting Policies
(continued)




d)
            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.




e)
            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.




f)
            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 April 30, 2008, there were no potentially
dilutive securities.




g)
            Mineral
      Property Costs




Until
June 17, 2008, the Company was in the exploration stage since its inception on
November 14, 2005 and has not yet realized any revenues from its planned
operations. 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.




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
- 5


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


April 30,
2008


(Expressed
in U.S. Dollars)


(Unaudited)








2.           Summary
of Significant Accounting Principles (continued)




i)
            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.




j)
            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 April 30, 2008, the Company had
no material uncertain tax positions.




k)
            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.




l)
            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.














F
- 6




Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


April 30,
2008


(Expressed
in U.S. Dollars)


(Unaudited)







2.       Summary
of Significant Accounting Policies (continued)




m)                        Recently
Issued Accounting Pronouncements




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts – An interpretation of FASB Statement No.
60”.  SFAS 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default when there is evidence that
credit deterioration has occurred in an insured financial obligation. It also
clarifies how Statement 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities, and requires expanded disclosures about financial
guarantee insurance contracts. It is effective for financial statements issued
for fiscal years beginning after December 15, 2008, except for some disclosures
about the insurance enterprise’s risk-management activities. SFAS 163 requires
that disclosures about the risk-management activities of the insurance
enterprise be effective for the first period beginning after issuance. Except
for those disclosures, earlier application is not permitted.  The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  It is effective 60 days following the SEC’s approval
of the Public Company Accounting Oversight Board amendments to AU Section 411,
“The Meaning of Present Fairly
in Conformity With Generally Accepted Accounting Principles”. The
adoption of this statement is not expected to have a material effect on the
Company’s financial statements.




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




In
December 2007, the FASB issued SFAS No. 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.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements Liabilities –an Amendment of ARB No.
51”. This statement amends ARB 51 to establish accounting and reporting
standards for the Noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. This statement is effective for fiscal years,
and interim periods within those fiscal years, beginning on or after December
15, 2008 and earlier adoption is prohibited. The adoption of this statement is
not expected to have a material effect on the Company's consolidated financial
statements.








F
- 7


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


April 30,
2008


(Expressed
in U.S. Dollars)


(Unaudited)








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 three months ended April 30,
      2008, the Company recognized $750 (2007 - $750) in donated rent and $8,877
      (CDN$9,000) (2007 - $4,050 (CDN$ 4,667)) in management expenses. As of
      April 30, 2008, management expenses of $2,978 (CDN$ 3,000) (January 31,
      2008 - $Nil) are owing to the President of the
  Company.




b)
            As
      at April 30, 2008, the Company is indebted to the former President of the
      Company for $88 (January 31, 2008 - $88), 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
      March 11, 2008, the Company issued 160,000 common shares at $0.30 per
      common share for proceeds of
$48,000.




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




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




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




e)
            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.







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.  Subsequent to April 30, 2008, the Company decided to
      discontinue its mineral exploration program and abandon the mineral
      properties.




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








F
- 8


Almadoro
Minerals Corp.


(formerly
Opes Exploration Inc.)


(A
Development Stage Company)


Notes to
the Consolidated Financial Statements


April 30,
2008


(Expressed
in U.S. Dollars)


(Unaudited)





5.
            Mineral
      Properties (continued)




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
April 30, 2008, the Company has paid $198,000 with respect to the Claims and is
committed to payment of $200,000 and incurring exploration expenditures of
$325,000 by December 1, 2009.  Subsequent to April 30, 2008, the
Company decided to discontinue with the exploration work and property payments
on the Claims and to terminate the option agreement with Avalanche.








6.      Commitments




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$7,000 before August 31, 2007, and CDN$3,000
      upon the filing of the mineral exploration work with the Province of
      British Columbia. As at April 30, 2008, the Company has incurred CDN$5,000
      of exploration costs. During the three month period ended April 30, 2008,
      the Company incurred CDN$2,800 ($2,780) 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 expired on
      April 30, 2008.











F
- 9


Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operation.





THE
FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF ALMADORO
MINERALS CORP. SHOULD BE READ IN CONJUNCTION WITH THE 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.”





Until
June 17, 2008, Almadoro was an exploration stage company.  Almadoro’s
principal business was the acquisition and exploration of mineral
resources.  However, Almadoro has recently received the report for
Phase One of the mineral exploration program on the Atlin Claims.  The
results of Phase One were not encouraging and, as a result, management has
decided to discontinue it mineral exploration program on the Atlin Claims and to
abandon the Atlin Claims.





Also,
management has now had an opportunity to assess the mining industry measures
adopted by the Ecuador’s Constitutional Assembly.  As a result of its
assessment, management has determined that it is in the best interest of
Almadoro and its shareholders to discontinue with the exploration work and
property payments on the Ecuador Claims and to terminate the Option Agreement
with Avalanche Minerals Ltd.





As a
result of abandoning its interest in the Atlin Claims and the termination of the
Option Agreement on the Ecuador Claims, Almadoro’s current principal business
activity is now to seek a suitable reverse acquisition candidate through
acquisition, merger or other suitable business combination method.





Plan
of Operation





As of
June 17, 2008, Almadoro has no or nominal operations and with no or nominal
assets or assets consisting solely of cash and cash equivalents and significant
liabilities.  Almadoro’s sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.





Almadoro
will attempt to locate and negotiate with a target business for the merger of a
target business into Almadoro. In certain instances, a target business may want
to become a subsidiary of Almadoro or may want to contribute assets to Almadoro
rather than merge.  It is anticipated that management will contact
broker-dealers and other persons with whom they are acquainted who are involved
with corporate finance matters to advise them of Almadoro’s existence and to
determine if any companies or businesses that they represent have a general
interest in considering a merger or acquisition with Almadoro.  No
assurance can be given that Almadoro will be successful in finding or acquiring
a desirable target business, given the limited funds that are expected to be
available for acquisitions.  Furthermore, no assurance can be given
that any business opportunity, which does occur, will be on terms that are
favorable to Almadoro or its current stockholders.





A target
business, if any, which may be interested in a business combination with
Almadoro may include (1) a company for which a primary purpose of becoming
public is the use of its securities for the acquisition of assets or businesses;
(2) a company that is unable to find an underwriter of its securities or is
unable to find an underwriter of securities on terms acceptable to it; (3) a
company that wants to become public with less dilution of its common stock than
would occur normally upon an underwriting; (4) a company that believes that it
will be able to obtain investment capital on more favorable terms after it has
become public; (5) a foreign company that wants to gain an initial entry into
the United States securities market; (6) a special situation company, such as a
company seeking a public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan; or (7) a company seeking one or more of
the other perceived benefits of becoming a public company.





Management
believes that there are perceived benefits to being a reporting company with a
class of publicly-registered securities.  These are commonly thought
to include (1) the ability to use registered securities to make acquisition of
assets or businesses; (2) increased visibility in the financial community; (3)
the facilitation of borrowing from financial institutions; (4) improved trading
efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising
capital; (7) compensation of key employees through stock options; (8) enhanced
corporate image; and (9) a presence in the United States capital
market.




Page
- 12





Almadoro
anticipates that the target businesses or business opportunities presented to it
will (1) either be in the process of formation, or be recently organized with
limited operating history or a history of losses attributable to
under-capitalization or other factors; (2) experiencing financial or operating
difficulties; (3) be in need of funds to develop new products or services or to
expand into a new market, or have plans for rapid expansion through acquisition
of competing businesses; (4) or other similar
characteristics.  Almadoro intends to concentrate its acquisition
efforts on properties or businesses that management believes to be undervalued
or that management believes may realize a substantial benefit from being
publicly owned.  Given the above factors, investors should expect that
any target business or business opportunity may have little or no operating
history, or a history of losses or low profitability.





Almadoro
does not propose to restrict its search for business opportunities to any
particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited
resources.  This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical,
communications and others.  Almadoro’s discretion in the selection of
business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.  However,
management believes that any potential business opportunity must provide audited
financial statements for review, for the protection of all parties to the
business combination.  One or more attractive business opportunities
may choose to forego the possibility of a business combination with Almadoro,
rather than incur the expenses associated with preparing audited financial
statements.





Management,
which in all likelihood will not be experienced in matters relating to the
business of a target business, will rely upon its own efforts in accomplishing
Almadoro’s business purposes.  Outside consultants or advisors may be
utilized by Almadoro to assist in the search for qualified target
companies.  If Almadoro does retain such an outside consultant or
advisor, any cash fee earned by such person will need to be assumed by the
target business, as Almadoro has no cash assets with which to pay such
obligation.





Management
does not have the capacity to conduct as extensive an investigation of a target
business as might be undertaken by a venture capital fund or similar
institution.  The analysis of new business opportunities will be
undertaken by, or under the supervision of Almadoro’s officers and directors,
who are not professional business analysts.  In analyzing prospective
business opportunities, management may consider such matters as:





• the
available technical, financial and managerial resources;


• working
capital and other financial requirements; history of operations, if
any;


•
prospects for the future;


• nature
of present and expected competition;


•
      the quality and experience of management services which may be available
      and the depth of that management;


• the
potential for further research, development, or exploration;


•
      specific risk factors not now foreseeable but which then may be
      anticipated to impact our proposed
activities;


• the
potential for growth or expansion;


• the
potential for profit; and


• the
perceived public recognition or acceptance of products, services, or trades;
name identification.





A target
business may have an agreement with a consultant or advisor, providing that
services of the consultant or advisor be continued after any business
combination.  Additionally, a target business may be presented to
Almadoro only on the condition that the services of a consultant or advisor be
continued after a merger or acquisition.  Such preexisting agreements
of target businesses for the continuation of the services of attorneys,
accountants, advisors or consultants could be a factor in the selection of a
target business.




Page
- 13





In
implementing a structure for a particular target business acquisition, Almadoro
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.  Almadoro may
also acquire stock or assets of an existing business.  Depending upon
the nature of the transaction, the current officers and directors of Almadoro
may resign their management and board positions with Almadoro in connection with
a change of control or acquisition of a business opportunity and be replaced by
one or more new officers and directors.





It is
anticipated that any securities issued in any reorganization would be issued in
reliance upon exemption from registration under applicable federal and state
securities laws.  In some circumstances however, as a negotiated
element of its transaction, Almadoro may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter.  If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after Almadoro has
entered into an agreement for a business combination or has consummated a
business combination.  The issuance of additional securities and their
potential sale into Almadoro’s trading market may depress the market value of
Almadoro’s securities in the future.





With
respect to any merger or acquisition negotiations with a target business,
management expects to focus on the percentage of Almadoro that the target
business stockholder would acquire in exchange for their shareholdings in the
target business.  Depending upon, among other things, the target
business’s assets and liabilities, Almadoro’s shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in Almadoro
following any merger or acquisition.  Any merger or acquisition
effected by Almadoro can be expected to have a significant dilutive effect on
the percentage of shares held by Almadoro’s shareholders at that
time.





At the
present time, management has not identified any target business or business
opportunity that it plans to pursue, nor has Almadoro reached any agreement or
definitive understanding with any person concerning an acquisition or a business
combination.  When any such agreement is reached or other material
fact occurs, Almadoro will file notice of such agreement or fact with the
Securities and Exchange Commission on Form 8-K.  Persons reading this
Form 10-Q are advised to determine if Almadoro has subsequently filed a Form
8-K.





Management
anticipates that the selection of a business opportunity in which to participate
will be complex and without certainty of success.  Management believes
(but has not conducted any research to confirm) that there are numerous firms
seeking the perceived benefits of a publicly registered
corporation.  Such perceived benefits may include facilitating or
improving the terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar benefits to key
employees, increasing the opportunity to use securities for acquisitions, and
providing liquidity for stockholder’s investments.  Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.





Risk
Factors





An
investment in Almadoro’s common stock involves a number of very significant
risks.  Prospective investors should refer to all the risk factors
disclosed in Almadoro’s Form SB-2/A filed on June 14, 2006 and Almadoro’s Form
10-KSB filed on May 9, 2007, along with the following risk factors:





Risks
associated with Almadoro’s business:





1.
            Almadoro
      has no agreement for a business combination and there are no minimum
      requirements for a business
combination.





Almadoro
has no current arrangement, agreement or understanding with respect to engaging
in a business combination with a specific entity.  There can be no
assurance that Almadoro will be successful in identifying and evaluating
suitable target businesses or business opportunities or in concluding a business
combination.  No particular industry or specific business within an
industry has been selected for a target business.  Almadoro has not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria that it will require a target
business to have achieved, or without which Almadoro would not consider a
business combination with such target business.  Accordingly, Almadoro
may enter into a business combination with a target business having no
significant operating history, losses, limited or no potential for immediate
earnings, limited assets, negative net worth or other negative
characteristics.  There is no assurance that Almadoro will be able to
negotiate a business combination on terms favorable to Almadoro.




Page
- 14





2.      Almadoro
does not have sufficient funds to acquire or operate a target
business.





Almadoro
has very limited funds, and such funds, may not be adequate to take advantage of
any available business opportunities.  Even if Almadoro’s currently
available funds prove to be sufficient to pay for its operations until it is
able to acquire an interest in, or complete a transaction with, a target
business, such funds will clearly not be sufficient to enable it to exploit the
business opportunity.  Thus, the ultimate success of Almadoro will
depend, in part, upon its availability to raise additional
capital.  If Almadoro requires modest amounts of additional capital to
fund its operations until it is able to complete a business acquisition or
transaction, such funds, are expected to be provided by the principal
shareholders.  However, Almadoro has not investigated the
availability, source, or terms that might govern the acquisition of the
additional capital that is expected to be required in order to exploit a
business opportunity, and will not do so until it has determined the level of
need for such additional financing.  There is no assurance that
additional capital will be available from any source or, if available, that it
can be obtained on terms acceptable to Almadoro.  If not available,
Almadoro operations will be limited to those that can be financed with its
modest capital.





Risks
associated with Almadoro’s industry:





3.
            Almadoro
      faces significant competition for business opportunities and combinations
      and there may be a scarcity of available business
      opportunities.





Almadoro
is and will continue to be an insignificant participant in the business of
seeking mergers with and acquisitions of business opportunities.  A
large number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of target businesses that
may be merger or acquisition target candidates for Almadoro.  Nearly
all such entities have significantly greater financial resources, technical
expertise and managerial capabilities than Almadoro and, consequently, Almadoro
will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business
combination.  Moreover, Almadoro will also compete in seeking merger
or acquisition candidates with other small public companies, some of which may
also have funds available for use by an acquisition candidate.





4.
            Reporting
      requirements may delay or preclude any merger or acquisition, which may
      adversely affect Almadoro’s
business.





Almadoro
is required to provide certain information about significant acquisitions
including audited financial statements of the target
business.  Obtaining audited financial statements are the economic
responsibility of the target business.  The additional time and costs
that may be incurred by some potential target businesses to prepare such
financial statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by
Almadoro.  Acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for acquisition so
long as the reporting requirements of the Exchange Act are
applicable.  Notwithstanding a target business’s agreement to obtain
audited financial statements within the required time frame, such audited
financials may not be available to Almadoro at the time of effecting a business
combination.  In cases where audited financials are unavailable,
Almadoro will have to rely upon unaudited information that has not been verified
by outside auditors in making its decision to engage in a transaction with the
business entity.  This risk increases the prospect that a business
combination with such a target business might prove to be an unfavorable one for
Almadoro.





5.      Regulation
under the Investment Act of 1940 may adversely affect Almadoro’s
business.





If
Almadoro engages in business combinations that would result in Almadoro holding
passive investment interests in a number of entities, Almadoro could be subject
to regulation under the Investment Company Act of 1940.  In such
event, Almadoro would be required to register as an investment company and could
be expected to incur significant registration and compliance
costs.  Almadoro has obtained no formal determination from the
Securities and Exchange Commission as to the status of Almadoro under the
Investment Company Act of 1940 and, consequently, any violation of such Act
could subject Almadoro to material adverse consequences.




Page
- 15





Risks
associated with Almadoro:





6.
            Current
      management of Almadoro may change and there may be a change in control of
      Almadoro as a result of the acquisition of a target
    business.





In
conjunction with completion of a business acquisition, it is anticipated that
Almadoro will issue an amount of Almadoro’s authorized but unissued common stock
that represents the greater majority of the voting power and equity of Almadoro,
which will, in all likelihood, result in shareholders of a target business
obtaining a controlling interest in Almadoro.  As a condition of the
business combination agreement, the current shareholders of Almadoro may agree
to sell or transfer all or a portion of Almadoro’s common stock they own so to
provide the target business with all or majority control.  The
resulting change in control of Almadoro will likely result in removal of the
current officers and directors of Almadoro and a corresponding reduction in or
elimination of their participation in the future affairs of
Almadoro.





A
business combination involving the issuance of Almadoro’s common stock will, in
all likelihood, result in shareholders of a private company obtaining a
controlling interest in Almadoro.  Any such business combination may
require Almadoro’s management to sell or transfer all or a portion of Almadoro’s
common stock held by them, and/or resign as members of the Board of
Directors.  The resulting change in Almadoro’s control could result in
removal of one or more present officers and directors and a corresponding
reduction in or elimination of their participation in Almadoro’s future
affairs.





Financial
Condition





As at
April 30, 2008, Almadoro had a cash balance of $23,471.





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.  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 lack of Almadoro’s business, management anticipates incurring operating
losses in the foreseeable future.





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.





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.





Page
- 16








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.





Liquidity
and Capital Resources





Almadoro
had working capital of $23,997 as of April 30, 2008, compared with working
capital of $46,993 as of April 30, 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
three month period ended April 30, 2008, net cash used in operating activities
increased to $82,581 compared with $8,958 for the same three month period in the
previous fiscal year.  This was primarily a result of a net loss of
$71,746 and prepaid expenses of $24,997, which was offset by $750 in donated
expenses, $10,434 in accounts payable and accrued liabilities, and $2,978 due to
related parties.





Net
Cash Used in Investing Activities





Net cash
provided by investing activities was $nil for the three month period ended April
30, 2008 as compared with $nil cash used for the same three month period in the
previous fiscal year.





Net
Cash Provided By Financing Activities





Net cash
provided by financing activities increased to $48,000 for the three month period
ended April 30, 2008 as compared with $nil cash provided by financing activities
for the same three month period in the previous fiscal year.  The
increase was a result of proceeds received for the issuance of common
shares.





Results
of Operation for the Period Ended April 30, 2008





Almadoro
has had no operating revenues since its inception on November 14, 2005, through
to April 30, 2008.  Almadoro’s activities have been financed from the
proceeds of share subscriptions.  From its inception, on November 14,
2005, to April 30, 2008 Almadoro has raised a total of $380,750 from private
offerings of its common stock.





For the
period from inception on November 14, 2005, to April 30, 2008, Almadoro incurred
total expenses of $371,253.  These expenses included (1) $76,721 in
mineral exploration costs on the Claims for its Phase One mineral exploration
program; (2) $72,841 in professional fees; (3) $14,500 for donated expenses; (4)
$56,902 for general and administrative costs; and (5) $150,289 for the
impairment of mineral property.





For the
three month period ended April 30, 2008, Almadoro incurred total expenses of
$71,746.  These expenses included (1) $50,748 in mineral exploration
costs on the Claims for its Phase One mineral exploration program; (2) $10,366
in professional fees; (3) $750 for donated expenses; and (4) $9,882 for general
and administrative costs.




Page
- 17





For the
three month period ended April 30, 2007, Almadoro incurred total expenses of
$16,228.  These expenses included (1) $11,311 in professional fees;
(2) $750 for donated expenses; and (3) $4,167 for general and administrative
costs.





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 loaned Almadoro funds and 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 April 30, 2008.





Tabular
Disclosure of Contractual Obligations





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.





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
Almadoro’s 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’ estimates.  To the extent
there are material differences between the estimates and the actual results,
future results of operations will be affected.





Mineral
Property Costs


Until
June 17, 2008, Almadoro was in the exploration stage since its inception on
November 14, 2005 and has not yet realized any revenues from its planned
operations.  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.




Page
- 18





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.





Forward
Looking Statements





The
information in this quarterly 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 files with the Securities and Exchange
Commission.  These factors may cause Almadoro’s actual results to
differ materially from any forward-looking statement.  Almadoro
disclaims any obligation to publicly update these statements, or disclose any
difference between its actual results and those reflected in these
statements.  The information constitutes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995.





Item
3.  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.





Item
4.  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 development company.




Page
- 19





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 April 30, 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 April 30, 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 end of the last fiscal quarter covered
by this report.





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.





PART
II – OTHER INFORMATION





Item
1.  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
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.







Page
- 20





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





During
the quarter of the fiscal year covered by this report, (i) Almadoro did not
modify the instruments defining the rights of its shareholders, (ii) no rights
of any shareholders were limited or qualified by any other class of securities,
and (iii) Almadoro did not sell any unregistered equity securities, with the
exception of:





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.





Item
3.  Defaults Upon Senior Securities.





During
the quarter of the fiscal year covered by this report, no material default has
occurred with respect to any indebtedness of Almadoro.  Also, during
this quarter, no material arrearage in the payment of dividends has
occurred.





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 quarter of the fiscal year covered by this
report.





Item
5.  Other Information.





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





Page
- 21


Item
6.  Exhibits





(a)
            Index
      to and Description of Exhibits





All
Exhibits required to be filed with the Form 10-Q are incorporated by reference
to Almadoro’s documents previously filed with the SEC.





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., filed as an exhibit to Almadoro’s
      Form 10-K (Annual Report) filed on June 6, 2008, and incorporated herein
      by reference.
            Filed3.4
            Bylaws
      of Ninakhori Minerals S.A., filed as an exhibit to Almadoro’s Form 10-K
      (Annual Report) filed on June 6, 2008, and incorporated herein by
      reference.
            Filed10.1
            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, filed as an exhibit to Almadoro’s Form 10-K (Annual
      Report) filed on June 6, 2008, and incorporated herein by
      reference.
            Filed31
            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
- 22





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


Dated:                      June 23,
2008


Name:                      Ken Ralfs


Title:                      CEO and CFO


(Principal Executive
Officer,


Principal Financial
Officer,


and Chief Accounting
Officer)








Page
- 23















Exhibit
31























Page
- 24




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 quarterly report on Form 10-Q for the quarter ending April
30, 2008 of Almadoro Minerals Corp.;






2.  Based
on my knowledge, this quarterly 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
23, 2008






/s/
Ken Ralfs


Ken
Ralfs


Chief
Executive Officer




Page
- 25




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 quarterly report on Form 10-Q for the quarter ending April
30, 2008 of Almadoro Minerals Corp.;






2.  Based
on my knowledge, this quarterly 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
23, 2008






/s/
Ken Ralfs


Ken
Ralfs


Chief
Financial Officer




Page
- 26


















Exhibit
32



















Page
- 27













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 Quarterly Report of Almadoro Minerals Corp. (the “Company”)
on Form 10-Q for the period ending April 30, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Ken Ralfs,
President, Chief Executive Officer of the Company and a member of the Board of
Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section
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 23,
2008









Page
- 28









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 Quarterly Report of Almadoro Minerals Corp. (the “Company”)
on Form 10-Q for the period ending April 30, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Ken Ralfs, Chief
Financial Officer of the Company and a member of the Board of Directors,
certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 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 23,
2008









Page
- 29