UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





[X]           ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE ACT OF 1934 FOR THE YEAR ENDED JANUARY 31, 2009





Commission
file number 333-150192





DONG
FANG MINERALS, INC.


(Exact
name of registrant as specified in its charter)





NEVADA


(State
or other jurisdiction of incorporation or organization)





Room
A606, Dacheng International Centre,


78
Dongsihuanzhonglu


Chaoyang
District, Beijing, P.R. China


(Address of principal executive
offices, including zip code.)





(86)
010-5962 5606


(Registrant’s
telephone number, including area code)





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


Yes o No x





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


Yes o  No x





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


Yes x  No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations 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-K or any amendment to this
Form 10-K.o





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 if the
Exchange Act.





Large Accelerated
Filer                                       o                     Accelerated
Filer                                        o


Non-accelerated
Filer                                           o                   Smaller
Reporting
Company                      x


(Do not
check if a smaller reporting company)





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


Yes x  No o





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 April 13,
2009 - $0.00
























TABLE
OF CONTENTS





PagePART
      IItem
      1.
                    Business.
                    3Item
      1A.
                    Risk
      Factors.
                    10Item
      1B.
                    Unresolved
      Staff Comments.
                    13Item
      2.
                    Properties.
                    13Item
      3.
                    Legal
      Proceedings.
                    13Item
      4.
                    Submission
      of Matters to a Vote of Security Holders.
                    14PART
      IIItem
      5
                    Market
      for Registrant’s Common Equity, Related Stockholder
Matters
                    14and
      Issuer Purchases of Equity Securities.Item
      6.
                    Selected
      Financial Data.
                    15Item
      7.
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation.
                    16Item
      7A.
                    Quantitative
      and Qualitative Disclosures About Market Risk.
                    20Item
      8.
                    Financial
      Statements and Supplementary Data.
                    21Item
      9.
                    Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
                    31Item
      9A.
                    Controls
      and Procedures.
                    31Item
      9B.
                    Other
      Information.
                    33PART
      IIIItem
      10.
                    Directors
      and Executive Officers and Corporate Governance.
                    33Item
      11.
                    Executive
      Compensation.
                    34Item
      12.
                    Security
      Ownership of Certain Beneficial Owners and Management and
      Related
                      Stockholder
      Matters.
                    35Item
      13.
                    Certain
      Relationships and Related Transactions, and Director
      Independence.
                    35Item
      14.
                    Principal
      Accountant Fees and Services.
                    36PART
      IVItem
      15.
                    Exhibits
      and Financial Statement Schedules.
                    37











2











PART
I.





ITEM
1.       BUSINESS.





We were incorporated in the State of
Nevada on November 7, 2007. We are an exploration stage corporation. An
exploration stage corporation is one engaged in the search for mineral deposits
or reserves which are not in either the development or production stage. We
intend to conduct exploration activities on one property. We maintain our
statutory registered agent’s office at The Corporation Trust Company of Nevada,
1000 East William Street, Suite 204, Carson City, Nevada 89701 and our business
office is located at Room A606 Dacheng International Centre, 78
Dongsihuanzhonglu, Chaoyang District, Beijing, P.R. China. This is our mailing
address as well. Our telephone number is (86)010-5962-5606.  This is
Mr. Liu’s office.  We use this space on a rent free
basis.





There is no assurance that a
commercially viable mineral deposit exists on the property and further
exploration will be required before a final evaluation as to the economic
feasibility is determined.





We have no plans to change our business
activities or to combine with another business, and are not aware of any events
or circumstances that might cause our plans to change.





Background





In November 2007, Jian Hong Liu, our
president and principal executive officer acquired one mineral property
containing one Mineral Titles Online cell in British Columbia,
Canada.  British Columbia allows a mineral explorer to claim a portion
of available Crown lands as its exclusive area for exploration by registering
the claim area on the British Columbia Mineral Titles Online system. The Mineral
Titles Online system is the Internet-based British Columbia system used to
register, maintain and manage the claims. A cell is an area which appears
electronically on the British Columbia Internet Minerals Titles Online Grid and
was formerly called a claim. A claim is a grant from the Crown of the available
land within the cells to the holder to remove and sell minerals. The online grid
is the geographical basis for the cell. Formerly, the claim was established by
sticking stakes in the ground to define the area and then recording the staking
information. The staking system is now antiquated in British Columbia and has
been replaced with the online grid. The property was registered by Laurence
Sookochoff, a non-affiliated third party. Laurence Sookochoff is a self-employed
professional engineer residing in Vancouver, British Columbia.





We have no revenues, have a loss since
inception, have minimal operations, have been issued a going concern opinion and
rely upon the sale of our securities and loans from our officers and directors
to fund operations.





We have no plans to change our business
activities or to combine with another business, and are not aware of any events
or circumstances that might cause us to change our plans.


















3










Canadian jurisdictions allow a mineral
explorer to claim a portion of available Crown lands as its exclusive area for
exploration by registering the same on the Mineral Titles Online system. Jian
Hong Liu, our president, paid Mr. Sookochoff $4,625 to register the claims on
the Mineral Titles Online system. No additional payments were made or are due to
Laurence Sookochoff for his service. The cells were recorded in Jian Hong Liu’s
name to avoid incurring additional costs at this time. The additional fees would
be for incorporation of a British Columbia corporation and legal and accounting
fees related to the incorporation. In November 2007, Mr. Liu executed a
declaration of trust acknowledging that he holds the property in trust for us
and he will not deal with the property in any way, except to transfer the
property to us. In the event that Mr. Liu transfers title to a third party, the
declaration of trust will be used as evidence that he breached his fiduciary
duty to us. Mr. Liu has not provided us with a signed or executed bill of sale
in our favor. Mr. Liu will issue a bill of sale to a subsidiary corporation to
be formed by us should mineralized material be discovered on the property.
Mineralized material is a mineralized body, which has been delineated by
appropriate spaced drilling or underground sampling to support sufficient
tonnage and average grade of metals to justify removal.





Under British Columbia law title to
British Columbia mining claims can only be held by British Columbia residents.
In the case of corporations, title must be held by a British Columbia
corporation. In order to comply with the law we would have to incorporate a
British Columbia wholly owned subsidiary corporation and obtain audited
financial statements. We believe those costs would be a waste of our money at
this time.





In the event that we find mineralized
material and the mineralized material can be economically extracted, we will
form a wholly owned British Columbia subsidiary corporation and Mr. Liu will
convey title to the property to the wholly owned subsidiary corporation. Should
Mr. Liu transfer title to another person and that deed is recorded before we
record our documents, that other person will have superior title and we will
have none. If that event occurs, we will have to cease or suspend operations.
However, Mr. Liu will be liable to us for monetary damages for breaching the
terms of his oral agreement with us to transfer his title to a subsidiary
corporation we create. To date, we have not performed any work on the property.
All Canadian lands and minerals which have not been granted to private persons
are owned by either the federal or provincial governments in the name of Her
Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership
rights to Crown minerals are vested by the Canadian Constitution in the province
where the minerals are located. In the case of our property, that is the
Province of British Columbia.





In the 19th century
the practice of reserving the minerals from fee simple Crown grants was
established. Legislation now ensures that minerals are reserved from Crown land
dispositions. The result is that the Crown is the largest mineral owner in
Canada, both as the fee simple owner of Crown lands and through mineral
reservations in Crown grants. Most privately held mineral titles are acquired
directly from the Crown. The property is one such acquisition. Accordingly, fee
simple title to the property resides with the Crown.





The property is comprised of mining
leases issued pursuant to the British Columbia Mineral Act. The lessee has
exclusive rights to mine and recover all of the minerals contained within the
surface boundaries of the lease vertically downward. The Crown does not have the
right to reclaim provided at a minimum fee of CDN$320 is paid timely. The Crown
could reclaim the property in an eminent domain proceeding, but would have to
compensate the lessee for the value of the claim if it













4





exercised
the right of eminent domain. It is highly unlikely that the Crown will exercise
the power of eminent domain. In general, where eminent domain has been exercised
it has been in connection with incorporating the property into a provincial
park.





The property is unencumbered and there
are no competitive conditions which affect the property. Further, there is no
insurance covering the property and we believe that no insurance is necessary
since the property is unimproved and contains no buildings or
improvements.





To date we have not performed any work
on the property. We are presently in the exploration stage and we cannot
guarantee that a commercially viable mineral deposit, a reserve, exists in the
property until further exploration is done and a comprehensive evaluation
concludes economic and legal feasibility.





There are no native land claims that
affect title to the property. We have no plans to try to interest other
companies in the property if mineralization is found. If mineralization is
found, we will try to develop the property ourselves.





Claims





The following is a list of tenure
numbers, claim, and expiration date of our claims:





Number
      of
                Date
      ofTenure
      No.
                Claim
      Name
                MTO
      Cells
                Expiration555886
                Bathfield
                1
                April
      7, 2010





In order to maintain these claims we
must complete work on the property or pay a fee of approximately
CND$320.





Location
and Access





The property is located in the Osoyoos
Mining Division, within NTS 082E062, within 12 miles northwest of Penticton,
British Columbia, Canada and within 41 miles north of the Canada-United States
border.





Access is provided by a paved highway
on the west side of Okanagan Lake for eight miles northerly from Penticton to
Summerland thence by a paved highway for six miles westerly to along the
Bathfield road to the Bathfield property. This road provides access to the
northeast portion of the property with secondary access roads within the
property boundaries.





Grand Forks and Osoyoos, historic
mining centers within 40 miles of the property, could be a source of experienced
and reliable exploration and mining personnel and a supply for most mining
related equipment. Castlegar, 125 miles east or Penticton, 15 miles southeast,
is serviced daily by commercial airlines. Vancouver, a port city on the
southwest corner of, and the largest city in the Province of British Columbia,
is seven hours distant by road and less than one hour by air from Penticton or
Castlegar.









5









Physiography





The property is located within the
Okanagan Highlands that is characterized by gentle forested slopes to elevations
of 2,870 feet (875 meters). Elevations on the property range between 2,297 feet
(700 meters) and 2,870 feet (875 meters).





The region is situated within the dry
belt of British Columbia with rainfall between 25 and 30 cm per year.
Temperatures during the summer months could reach a high of 30° and average 25°C
with the winter temperatures reaching a low of -15°C and averaging 8°C. On the
property, the permanent snow on the ground would be from December to April and
would not hamper a year-round exploration program.





The general climate of the area would
allow a snow free surface exploration program of up to nine months of the
year.





History





There is
evidence of previous exploration activity on the property.





Property
Geology





The property is underlain by highly
fractured and altered granitic rocks of the Middle Jurassic Okanagan batholith.
These are unconformably overlain by a succession of Eocene clastic sediments,
ash flows, and alkaline lavas belonging to the White Lake
Formation.





Supplies





Competition and unforeseen limited
sources of supplies in the industry could result in occasional spot shortages of
supplies, such as dynamite, and certain equipment such as bulldozers and
excavators that we might need to conduct exploration. We have not attempted to
locate or negotiate with any suppliers of products, equipment or materials. We
will attempt to locate products, equipment and materials after this offering is
complete. If we cannot find the products and equipment we need, we will have to
suspend our exploration plans until we do find the products and equipment we
need.





Other
Property





Other than our interest in the
property, we own no plants or other property. With respect to the property, our
right to conduct exploration activity is based upon our oral agreement with Mr.
Liu, our secretary, director and shareholder. Under this oral agreement, Mr. Liu
has allowed us to conduct exploration activity on the property. Mr. Liu holds
the property in trust for us pursuant to a declaration of trust.









6









Our
Proposed Exploration Program





Our exploration target is to find an
ore body containing zinc. Our success depends upon finding mineralized material.
This includes a determination by our consultant if the property contains
reserves. We have not selected a consultant as of the date of this report and
will not do so until our offering is successfully completed, if that occurs, of
which there is no assurance. Mineralized material is a mineralized body, which
has been delineated by appropriate spaced drilling or underground sampling to
support sufficient tonnage and average grade of metals to justify removal. If we
don’t find mineralized material or we cannot remove mineralized material, either
because we do not have the money to do it or because it is not economically
feasible to do it, we will cease operations and you will lose your
investment.





In addition, we may not have enough
money to complete our exploration of the property. If it turns out that we have
not raised enough money to complete our exploration program, we will try to
raise additional funds from a second public offering, a private placement or
loans. At the present time, we have not made any plans to raise additional money
and there is no assurance that we would be able to raise additional money in the
future. If we need additional money and can’t raise it, we will have to suspend
or cease operations.





We must conduct exploration to
determine what amount of minerals, if any, exist on our properties and if any
minerals which are found can be economically extracted and profitably
processed.





The property is undeveloped raw land.
Exploration and surveying has not been initiated and will not be initiated until
we raise money in this offering. That is because we do not have money to start
exploration. Once the offering is concluded, we intend to start exploration
operations. To our knowledge, the property has never been mined. The only event
that has occurred is the staking of the property by Mr. Sookochoff and a
physical examination of the property by Mr. Liu, one of our officers and
directors. The cost of recording the cells was included in the $4,625 paid to
Laurence Sookochoff. Before minerals retrieval can begin, we must explore for
and find mineralized material. After that has occurred we have to determine if
it is economically feasible to remove the mineralized material. Economically
feasible means that the costs associated with the removal of the mineralized
material will not exceed the price at which we can sell the mineralized
material. We can’t predict what that will be until we find mineralized
material.





We do not know if we will find
mineralized material. We believe that activities occurring on adjoining
properties are not material to our activities. The reason is that what ever is
located under adjoining property may or may not be located under the
property.





We do not claim to have any minerals or
reserves whatsoever at this time on any of the property.









7












We intend to implement an exploration
program which consists of trenching and core sampling.  Trenching is
the process of removing samples from the surface and just below the
surface.   Core sampling is the process of drilling holes to a
depth of up to 300 feet in order to extract samples of earth. Mr. Hong, after
confirming with our consultant, will determine where drilling will occur on the
property. Mr. Hong will not receive fees for his services. The samples will be
tested to determine if mineralized material is located on the property. Based
upon the tests of the core samples, we will determine if we will terminate
operations; proceed with additional exploration of the property; or develop the
property. The proceeds from this offering are designed to only fund the costs of
core sampling and testing. We intend to take our core samples to analytical
chemists, geochemists and registered assayers located in Vancouver, British
Columbia. We have not selected any of the foregoing as of the date of this
report. We will only make the selections in the event we raise the minimum
amount of this offering.





We estimate the cost of drilling will
be $20.00 per foot drilled. We will drill approximately 2,400 linear feet or 8
holes to depth of 300 feet. We estimate that it will take up to three months to
drill 8 holes to a depth of 300 feet each. We will pay a consultant up to a
maximum of $5,000 per month for his services during the three month period or a
total of $15,000. The total cost for analyzing the core samples will be
$3,000.





The breakdowns were made in
consultation with Mr. Sookochoff.





We do not intend to interest other
companies in the property if we find mineralized materials. We intend to try to
develop the reserves ourselves through the use of a consultant. We have no plans
to interest other companies in the property if we do not find mineralized
material.





If we are unable to complete
exploration because we don’t have enough money, we will cease operations until
we raise more money. If we cannot, or do not, raise more money, we will cease
operations. If we cease operations, we don’t know what we will do and we don’t
have any plans to do anything else.





We cannot provide you with a more
detailed discussion of how our exploration program will work and what we expect
will be our likelihood of success. That is because we have a piece of raw land
and we intend to look for mineralized material. We may or may not find any
mineralized material. We hope we do, but it is impossible to predict the
likelihood of such an event.





Our exploration program will not result
in the generation of revenue. It is designed only to determine if mineralized
material is located on the property. Revenue will only be generated if we
discover mineralized material and extract the minerals and sell them. Because we
have not found mineralized material yet, it is impossible to project revenue
generation.









8


















Competitive
Factors





The zinc mining industry is fragmented,
that is there are many, many zinc prospectors and producers, small and large. We
do not compete with anyone. That is because there is no competition for the
exploration or removal of minerals from the property. We will either find zinc
on the property or not. If we do not, we will cease or suspend operations. We
are one of the smallest exploration companies in existence. We are an infinitely
small participant in the zinc mining market. Readily available zinc markets
exist in Canada and around the world for the sale of zinc. Therefore, we will be
able to sell any zinc that we are able to recover.





Regulations





Our mineral exploration program is
subject to the Canadian Mineral Tenure Act Regulation. This act sets forth rules
for





*
            locating
      claims*
            posting
      claims*
            working
      claims*
            reporting
      work performed





We are also subject to the British
Columbia Mineral Exploration Code which tells us how and where we can explore
for minerals. We must comply with these laws to operate our business. Compliance
with these rules and regulations will not adversely affect our
operations.





Environmental
Law





We are also subject to the Health,
Safety and Reclamation Code for Mines in British Columbia. This code deals with
environmental matters relating to the exploration and development of mining
properties. Its goals are to protect the environment through a series of
regulations affecting:





1.           Health
and Safety


2.           Archaeological
Sites


3.           Exploration
Access





We are responsible to provide a safe
working environment, not disrupt archaeological sites, and conduct our
activities to prevent unnecessary damage to the property.





We will secure all necessary permits
for exploration and, if development is warranted on the property, will file
final plans of operation before we start any mining operations. We anticipate no
discharge of water into active stream, creek, river, lake or any other body of
water regulated by environmental law or regulation. No endangered species will
be disturbed. Restoration of the disturbed










9









land will
be completed according to law. All holes, pits and shafts will be sealed upon
abandonment of the property. It is difficult to estimate the cost of compliance
with the environmental law since the full nature and extent of our proposed
activities cannot be determined until we start our operations and know what that
will involve from an environmental standpoint.





We are in compliance with the act and
will continue to comply with the act in the future. We believe that compliance
with the act will not adversely affect our business operations in the
future.





Exploration stage companies have no
need to discuss environmental matters, except as they relate to exploration
activities. The only “cost and effect” of compliance with environmental
regulations in British Columbia is returning the surface to its previous
condition upon abandonment of the property. We believe the cost of reclaiming
the property will be $750 if we drill 8 holes. We have not allocated any funds
for the reclamation of the property and the proceeds for the cost of reclamation
will not be paid from the proceeds of the offering. Mr. Liu has agreed to pay
the cost of reclaiming the property should mineralized material not be
discovered.





Employees





We intend to use the services of
subcontractors for manual labor exploration work on our properties.





Employees and Employment
Agreements





At present, we have no full-time
employees. Our officers and directors are part-time employees and they will
devote about 25% of their time or ten hours per week to our operation. Our
officers and directors do not have employment agreements with us. We presently
do not have pension, health, annuity, insurance, stock options, profit sharing
or similar benefit plans; however, we may adopt plans in the future. There are
presently no personal benefits available to our officers and directors. Mr. Hong
will handle our administrative duties.  We intend to subcontract all
work out to third parties.  As of today, we have not looked for or
talked to any geologists or engineers who will perform work for us in the
future. We do not intend to do so until we complete this offering.





ITEM
1A.     RISK FACTORS.





Risks
associated with DONG FANG MINERALS, INC.





1. Our plan of operation is limited to
finding an ore body. As such we have no plans for revenue generation.
Accordingly, you should not expect any revenues from
operations.





Our plan of operation and the funds we
raise from this offering will be used for exploration of the property to
determine if there is an ore body beneath the surface. Exploration does not
contemplate removal of the ore. We have no plans or funds for ore removal.
Accordingly, we will not generate any revenues as a result of your
investment.









10












2. Because the probability of an
individual prospect ever having reserves is extremely remote any funds spent on
exploration will probably be lost.





The probability of an individual
prospect ever having reserves is extremely remote. In all probability the
property does not contain any reserves. Consequently, any funds spent on
exploration will probably be lost which result in a loss of your
investment.





3. We lack an operating history and
have a loss which we expect to continue into the future. As a result, we may
have to suspend or cease operations.





We were incorporated on November 7,
2007, and we have not started our proposed business operations or realized any
revenues. We have no operating history upon which an evaluation of our future
success or failure can be made. Our net loss since inception is $65,293. To
achieve and maintain profitability and positive cash flow we are dependent
upon:





*
            our
      ability to locate a profitable mineral property*
            our
      ability to economically extract the minerals*
            our
      ability to generate revenues and ultimately become
    profitable.





Based upon current plans, we expect to
incur operating losses in future periods. This will happen because there are
expenses associated with the exploration of our mineral properties. As a result,
we may not generate revenues in the future. Failure to generate revenues will
cause us to suspend or cease operations.





4.Because all of
our assets, our officers and our directors are located outside the United States
of America, it may be difficult for an investor to enforce within the United
States any judgments obtained against us or our officers and directors.





All of our assets are located outside
of the United States and we do not currently maintain a permanent place of
business within the United States. In addition, our officers and directors are
nationals and/or residents of a country other than the United States, and all of
their assets are located outside the United States. As a result, it may be
difficult for an investor to effect service of process or enforce within the
United States any judgments obtained against us or our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof. In addition, there is
uncertainty as to whether the courts of Canada and other jurisdictions would
recognize or enforce judgments of United States courts obtained against us or
our officers and directors predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof, or be competent to
hear original actions brought in Canada or other jurisdictions against us or our
officers and directors predicated upon the securities laws of the United States
or any state thereof.











11















5. Because title to the property is
held in the name of Jian Hong Liu, our president and principal executive
officer, if he transfers the property to someone other than us, we will cease
operations.





Record title to the property upon which
we intend to conduct exploration activities is not held in our name. Record
title to the property is recorded in the name of Jian Hong Liu, our president
and principal executive officer. If he transfers the property to a third person,
the third person will obtain good title and we will have nothing. If that
happens we will be harmed in that we will not own any property and we will have
to cease operations. Under British Columbia law title to British Columbia mining
claims can only be held by British Columbia residents. In the case of
corporations, title must be held by a British Columbia corporation. In order for
us to own record title to the property, we would have to incorporate a British
Columbia wholly owned subsidiary corporation and obtain audited financial
statements. We believe those costs would be a waste of our money at this time
since the legal costs of incorporating a subsidiary corporation and the
accounting costs of audited financial statements for the subsidiary corporation
statement would be several thousands of dollars. Accordingly, we have elected
not to create the subsidiary at this time, but will do so if mineralized
material is discovered on the property.





6. Because we are small and do not have
much capital, we may have to limit our exploration activity which may result in
a loss of your investment.





Because we are small and do not have
much capital, we must limit our exploration activity. As such we may not be able
to complete an exploration program that is as thorough as we would like.
Consequently, an existing ore body may go undiscovered. Without an ore body, we
cannot generate revenues and you will lose your investment.





7.Weather
interruptions in the province of British Columbia may affect and delay our
proposed exploration operations and as a result, there may be delays in
generating revenues.





Our proposed exploration work can only
be performed approximately five to six months out of the year. This is because
rain and snow cause the roads leading to our claims to be impassible during six
to seven months of the year. When roads are impassible, we are unable to conduct
exploration operations on the property which will delay the generation of
possible revenues by us.





8.Because our
officers and directors have other outside business activities and each will only
be devoting 25% of his time or approximately ten hours per week to our
activities, our activities may be sporadic which may result in periodic
interruptions or suspensions of exploration.





Because our officers and directors have
other outside business activities and each will only be devoting 25% of their
time or ten hours each per week to our activities, our activities may be
sporadic and occur at times which are convenient to them.  As a
result, exploration of the property may be periodically interrupted or
suspended.









12















9.Because there is
a limited public trading market for our common stock, you may not be able to
resell your stock, and as a result, your investment is
illiquid.





There is
currently a limited public trading market for our common stock on the Bulletin
Board operated by the Financial Industry Regulatory Authority (FINRA). Therefore
you may not be able to resell your shares at common stock.





10.  Because we may issue additional
shares of common stock, your investment could be subject to substantial
dilution.





We anticipate that any additional
funding will be in the form of equity financing from the sale of our common
stock. In the future, if we sell more common stock, your investment could be
subject to dilution. Dilution is the difference between what you pay for your
stock and the net tangible book value per share immediately after the additional
shares are sold by us.





11.  Because our securities are
subject to penny stock rules, you may have difficulty reselling your
shares.





Our
shares as penny stocks are covered by section 15(g) of the Securities Exchange
Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company’s securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
of monthly account statements. For sales of our securities, the broker/dealer
must make a special suitability determination and receive from its customer a
written agreement prior to making a sale. The imposition of these additional
sales practices could adversely affect your ability to dispose of our
stock.





ITEM
1B.      UNRESOLVED STAFF COMMENTS





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





ITEM
2.         PROPERTIES.





We own no interest in any
property.  We merely have the right to conduct exploration activity on
one property currently owned by our president, Jianhong Liu.





ITEM
3.        LEGAL PROCEEDINGS.





We are not presently a party to any
litigation.









13















ITEM
4.       SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.




During the fourth quarter, there
were no matters submitted to a vote of our shareholders.





PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.





Our shares are traded on the
Bulletin Board operated by the Finanical Industry Regulatory Authority under the
symbol “DONG”. A summary of trading by quarter for 2009 and 2008 fiscal years is
as follows:





Fiscal
      Year
              
              
              High Bid
              Low Bid2009Fourth
      Quarter:
              11-1-08 to
      01-31-09
              $0.00
              $0.00Third
      Quarter:
              08-1-08 to
      10-31-08
              $0.00
              $0.00Second
      Quarter:
              05-1-08 to
      07-31-08
              $0.00
              $0.00First
      Quarter:
              02-1-08 to
      04-30-08
              $0.00
              $0.002008Fourth
      Quarter:
              11-1-07 to
      01-31-08
              $0.00
              $0.00Third
    Quarter:
              08-1-07 to
      10-31-07
              $0.00
              $0.00Second
      Quarter:
              05-1-07 to
      07-31-07
              $0.00
              $0.00First
      Quarter:
              02-1-07 to
      04-30-07
              $0.00
              $0.00







Dividend
Policy





We have never paid cash dividends on
our capital stock. We currently intend to retain any profits we earn to finance
the growth and development of our business. We do not anticipate paying any cash
dividends in the foreseeable future.





Section
15(g) of the Securities Exchange Act of 1934





Our shares are covered by section 15(g)
of the Securities Exchange Act of 1934, as amended that imposes additional sales
practice requirements on broker/dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). For transactions covered by the Rule, the broker/dealer
must make a special suitability determination for the purchase and have received
the purchaser's written agreement to the transaction prior to the sale.
Consequently, the Rule may affect the ability of broker/dealers to sell our
securities and also may affect your ability to sell your shares in the secondary
market.









14










Section 15(g) also imposes additional
sales practice requirements on broker/dealers who sell penny securities. These
rules require a one page summary of certain essential items. The items include
the risk of investing in penny stocks in both public offerings and secondary
marketing; terms important in understanding of the function of the penny stock
market, such as  id and offer quotes, a dealers spread and
broker/dealer compensation; the broker/dealer compensation, the broker/dealers’
duties to its customers, including the disclosures required by any other penny
stock disclosure rules; the customers’ rights and remedies in cases of fraud in
penny stock transactions; and, the FINRA’s toll free telephone number and the
central number of the North American Administrators Association, for information
on the disciplinary history of broker/dealers and their associated
persons.





Securities
authorized for issuance under equity compensation plans





We have no equity compensation plans
and accordingly we have no shares authorized for issuance under an equity
compensation plan.





Status
of our public offering





On May 20, 2008, the Securities and
Exchange Commission declared the Form S-1 Registration Statement (File number
333-150192) permitting us to offer up to 2,000,000 shares of common stock at
$0.10 per share. There is no underwriter involved in our public offering. On
September 30, 2008, we completed our public offering and issued a total of
$1,006,000 shares of common stock to 45 investors at $0.10 per share for total
cash proceeds of $100,600.





Since completing our public offering we
have used the proceeds as follows:


General
      and Administrative Costs – Transfer agent and filing fees
                  $10,100Professional
      fees
                  $     705Total
                  $10,805




ITEM
6.     SELECTED FINANCIAL DATA.





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












15










ITEM 7.
            MANAGEMENT’S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.





This section of the report includes a
number of forward-looking statements that reflect our current views with respect
to future events and financial performance. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate, intend, project
and similar


expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.





Plan
of Operation





We are a start-up, exploration stage
corporation and have not yet generated or realized any revenues from our
business operations.





We will be conducting research in the
form of exploration of the property. Our exploration program is explained in as
much detail as possible in the business section of our prospectus. We are not
going to buy or sell any plant or significant equipment during the next twelve
months.





Access is provided by a paved highway
on the west side of Okanagan Lake for eight miles northerly from Penticton to
Summerland thence by a paved highway for six miles westerly to along the
Bathfield road to the Bathfield property. This road provides access to the
northeast portion of the property with secondary access roads within the
property boundaries.





Our exploration target is to find an
ore body containing zinc. Our success depends upon finding mineralized material.
This includes a determination by our consultant if the property contains
reserves.  We have not selected a consultant as of the date of this
report and will not do so until our offering is successfully completed, if that
occurs, of which there is no assurance. Mineralized material is a mineralized
body, which has been delineated by appropriate spaced drilling or underground
sampling to support sufficient tonnage and average grade of metals to justify
removal. If we don’t find mineralized material or we cannot remove mineralized
material, either because we do not have the money to do it or because it is not
economically feasible to do it, we will cease operations and you will lose your
investment.





In addition, we may not have enough
money to complete our exploration of the property. If it turns out that we have
not raised enough money to complete our exploration program, we will try to
raise additional funds from a second public offering, a private placement or
loans. At the present time, we have not made any plans to raise additional money
and there is no assurance that we would be able to raise additional money in the
future. If we need additional money and can’t raise it, we will have to suspend
or cease operations.





We must conduct exploration to
determine what amount of minerals, if any, exist on our properties and if any
minerals which are found can be economically extracted and profitably
processed.











16














The property is undeveloped raw land.
Exploration and surveying has not been initiated and will not be initiated until
we raise money in our offering. That is because we do not have money to start
exploration. Once the offering is concluded, we intend to start exploration
operations. To our knowledge, the property has never been mined. The only event
that has occurred is the recording of the property by Laurence Sookochoff and a
physical examination of the property by Mr. Liu  one of our officers
and directors. The registration of the cells was included in the $4,625 paid to
Laurence Sookochoff. No additional payments were made or are due to Laurence
Sookochoff for its services. The claims were recorded in Mr. Liu’s name to avoid
incurring additional costs at this time. The additional fees would be for
incorporation of a British Columbia corporation and legal and accounting fees
related to the incorporation. In November 2007, Mr. Liu executed a declaration
of trust acknowledging that he holds the property in trust for us and he will
not deal with the property in any way, except to transfer the property to us. In
the event that Mr. Liu transfers title to a third party, the declaration of
trust will be used as evidence that he breached his fiduciary duty to us. Mr.
Liu has not provided us with a signed or executed bill of sale in our favor. Mr.
Liu will issue a bill of sale to a subsidiary corporation to be formed by us
should mineralized material be discovered on the property. Mineralized material
is a mineralized body, which has been delineated by appropriate spaced drilling
or underground sampling to support sufficient tonnage and average grade of
metals to justify removal. Before mineral retrieval can begin, we must explore
for and find mineralized material. After that has occurred we have to determine
if it is economically feasible to remove the mineralized material. Economically
feasible means that the costs associated with the removal of the mineralized
material will not exceed the price at which we can sell the mineralized
material. We can’t predict what that will be until we find mineralized material.
Mr. Liu does not have a right to sell the property to anyone. He may only
transfer the property to us. He may not demand payment for the claims when he
transfers them to us. Further, Mr. Liu does not have the right to sell the
claims at a profit to us if mineralized material is discovered on the property.
Mr. Liu must transfer title to us, without payment of any kind, upon our demand
whether mineralized material is found on the claims or not.





We do not know if we will find
mineralized material. We believe that activities occurring on adjoining
properties are not material to our activities. The reason is that what ever is
located under adjoining property may or may not be located under our
property.





We do not claim to have any minerals or
reserves whatsoever at this time on any of our property.





We intend to implement an exploration
program which consists of trenching and core sampling. Trenching is the process
of removing samples from the surface and immediately below the surface to the
ground.  Core sampling is the process of drilling holes to a depth of
up to 300 feet in order to extract a samples of earth. Mr. Liu, after confirming
with our consultant, will determine where drilling will occur on the property.
Mr. Liu will not receive fees for his services. The samples will be tested to
determine if mineralized material is located on the property. Based upon the
tests of the core samples, we will determine if we will terminate operations;
proceed with additional exploration of the property; or develop the property.
The proceeds from our offering are designed to only fund the costs of core
sampling and testing. We intend to take our core samples to analytical chemists,
geochemists and registered assayers located in Vancouver, British Columbia. We
have not selected any of the foregoing as of the date of this report. We will
only make the selections in the event we raise the minimum amount of our
offering.





17










We estimate the cost of drilling will
be $20.00 per foot drilled. We intend to drill approximately 2,400 linear feet
or 8 holes to depth of 300 feet. We estimate it will take up to 3 months to
drill the 8 holes at an estimated cost of $48,000. We will pay a consultant up
to a maximum of $5,000 per month for their service during the three month period
or a total of $15,000. The total cost for analyzing the core samples will be
$3,000.





We do not intend to interest other
companies in the property if we find mineralized materials. We intend to try to
develop the reserves ourselves through the use of a consultant. We have no plans
to interest other companies in the property if we do not find mineralized
material. To pay the consultant and develop the reserves, we will have to raise
additional funds through a second public offering, a private placement or
through loans. As of the date of this report, we have no plans to raise
additional funds. Further, there is no assurance we will be able to raise any
additional funds even if we discover mineralized material and a have a defined
ore body.





If we are unable to complete any phase
of exploration because we don’t have enough money, we will cease operations
until we raise more money. If we can’t or don’t raise more money, we will cease
operations. If we cease operations, we don’t know what we will do and we don’t
have any plans to do anything.





We don’t intend to hire additional
employees at this time. All of the work on the property will be conducted by
unaffiliated independent contractors that we will hire. The independent
contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.

















18









Milestones





The following are our
milestones:




1.            
      September 1, 2009 to December 31, 2009, retain our consultant to manage
      the exploration of the property. Cost - $5,000 to $15,000. Time of
      retention 0-90 days. To carry out this milestone, we must hire a
      consultant. There are a number of mining consultants located in Vancouver,
      British Columbia that we intend to interview.
              
              2.           
      January 1, 2010 to June 30, 2010.  Trenching and Core
      drilling.  Trenching will be used to accumulate samples from the
      surface and just below the surface.  Trenching will cost between
      $10,000 and $30,000.  Core drilling will cost $20.00 per foot.
      The number of holes to be drilled will be dependent upon the amount raised
      from the offering. Core drilling we be subcontracted to non-affiliated
      third parties. Cost - $50,500 to $112,000. Time to conduct the core
      drilling - 90 days. The driller will be retained by our
      consultant.
              
              3.           
      July 1, 2010 to October 31, 2010. Have an independent third party analyze
      the samples from the core drilling. Determine if mineralized material is
      below the ground. If mineralized material is found, we will attempt to
      define the ore body. We estimate that it will cost $3,000 to analyze the
      core samples and will take 30 days. Delivery of the samples to the
      independent third party is necessary to carry out this
      milestone.





The cost of the subcontractors is
included in cost of the exploration services to be performed as set forth in the
Use of Proceeds section and the Business section.





Limited
Operating History; Need for Additional Capital





There is limited historical financial
information about us upon which to base an evaluation of our performance. We are
an exploration stage corporation and have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the exploration of our properties, and possible cost overruns due to price and
cost increases in services.





To become profitable and competitive,
we conduct into the research and exploration of our property before we start
production of any minerals we may find. We are seeking equity financing to
provide for the capital required to implement our research and exploration
phases. We believe that the funds raised from our offering, whether it be the
minimum amount or the maximum amount, will allow us to operate for one
year.





We have no assurance that future
financing will be available to us on acceptable terms. If financing is not
available on satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution to existing
shareholders.









19












Liquidity
and Capital Resources





Since inception, we have issued
6,006,000 shares of our common stock and received $100,650.





We issued 5,000,000 shares of common
stock to our officers and directors pursuant to the exemption from registration
contained in Regulation S of the Securities Act of 1933. The purchase price of
the shares was $50. This was accounted for as an acquisition of shares. Jian
Hong Liu covered our initial expenses of $24,945 including incorporation,
accounting and legal fees and for registering the property, all of which was
paid directly to Mr. Sookochoff, our attorney and our accountant. The amount
owed to Mr. Liu is non-interest bearing, unsecured and due on demand. Further
the agreement with Mr. Liu is oral and there is no written document evidencing
the agreement.





On
September 30, 2008, we issued a total of 1,006,000 shares of common stock to 45
investors at $0.10 per share for total cash proceeds of $100,600 pursuant to the
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the “SEC”) to sell up to 2,000,000 shares of common stock at $0.10
per share to raise cash proceeds of up to $200,000 declared effective by the SEC
dated on May 20, 2008.





As of January 31, 2009, our total
assets were $77,556 and our total liabilities were $42,149 for a working capital
of $35,407.





ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.





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



























































20












ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.










PAGEREPORT OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM
            F-1BALANCE
      SHEETS
            F-2STATEMENTS OF
      OPERATIONS
            F-3STATEMENTS OF STOCKHOLDERS’
      EQUITY
            F-4STATEMENTS OF CASH
      FLOWS
            F-5NOTES TO FINANCIAL
      STATEMENTS
            F-6




















































































































21


















REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM






To the
Board of Directors and Stockholders of


Dong Fang
Minerals, Inc.






I have
audited the accompanying balance sheets of Dong Fang Minerals, Inc. (the
Company), an exploration stage company, as of January 31, 2009 and 2008 and the
related statements of operations, stockholders’ equity (deficiency), and cash
flows for the year ended January 31, 2009, for the period November 7, 2007
(inception) to January 31, 2008 and for the period November 7, 2007 (inception)
to January 31, 2009. These financial statements are the responsibility of the
Company’s management. My responsibility is to express an opinion on these
financial statements based on my audit.






I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.






In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Dong Fang Minerals, Inc., an
exploration stage company, as of January 31, 2009 and 2008 and the results of
its operations and its cash flows for the year ended January 31, 2009, for the
period November 7, 2007 (inception) to January 31, 2008 and for the period
November 7, 2007 (inception) to January 31, 2009 in conformity with accounting
principles generally accepted in the United States.






The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company’s present financial situation raises
substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to this matter are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




















MICHAEL T. STUDER CPA
P.C.


Michael
T. Studer CPA P.C.









Freeport,
New York


April 24,
2009










F-1




22













Dong
      Fang Minerals, Inc.(An
      Exploration Stage Company)Balance
      Sheets(Expressed
      in US Dollars)January
                                                          31,
                                                        
                                                        January
      31,2009
                                                        
                                                        2008ASSETSCurrent
      AssetsCash
      and cash equivalents
                                                        
                                                        
                                                        
                                                        
                                                        $
                                                        77,556
                                                        $
                                                        10,037Total
      current assets
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        77,556
                                                        
                                                        10,037Mineral
      property acquision costs, less reserve forimpairment
      of $4,625 and $4,625 respectively
                                                        
                                                        
                                                        -
                                                        
                                                        -Total
      Assets
                                                        
                                                        
                                                        
                                                        
                                                        $
                                                        77,556
                                                        $
                                                        10,037LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY)Current
      LiabilitiesAccounts
      payable and accrued liabilities
                                                        
                                                        $
                                                        6,644
                                                        $
                                                        6,000Due
      to related party
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        35,505
                                                        
                                                        24,945Total
      current liabilities
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        42,149
                                                        
                                                        30,945Stockholders'
      Equity (Deficiency)Preferred
      Stock, $0.00001 par value;authorized
      100,000,000 shares, none issued and outstanding
                                                        
                                                        
                                                        -
                                                        
                                                        -Common
      Stock, $0.00001 par value;authorized
      100,000,000 shares,issued
      and outstanding 6,006,000 and 5,000,000 shares,
    respectively
                                                        
                                                        
                                                        60
                                                        
                                                        50Additional
      paid-in capital
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        100,590
                                                        
                                                        -Deficit
      accumulated during the exploration stage
                                                        
                                                        
                                                        (65,243)
                                                        
                                                        (20,958)Total
      stockholders' equity (deficiency)
                                                        
                                                        
                                                        35,407
                                                        
                                                        (20,908)Total
      Liabilities and Stockholders' Equity (Deficiency)
                                                        
                                                        $
                                                        77,556
                                                        $
                                                        10,037See
      notes to financial statements.





F-2




23










Dong
      Fang Minerals, Inc.(An
      Exploration Stage Company)Statements
      of Operations(Expressed
      in US Dollars)Year
      Ended
                January
      31,
                2009
              
              Period
      from
                November
      7,
                2007
      (Date of
                Inception)
      to
                January
      31,
                2008
              
              Period
      from
                November
      7,
                2007
      (Date of
                Inception)
      to
                January
      31,
                2009Revenue
              
              
              
              
              $
              -
              $
              -
              $
              -Costs
      and expensesMineral
      property exploration and carrying costs
              
              368
              
              -
              
              368General
      and administrative
              
              
              
              
              22,369
              
              333
              
              22,702Professional
      fees
              
              
              
              
              21,548
              
              16,000
              
              37,548Impairment
      of mineral property acquisition costs
              
              -
              
              4,625
              
              4,625Total
      costs and expenses
              
              
              
              
              
              44,285
              
              20,958
              
              65,243Net
      Loss
              
              
              
              
              $
              (44,285)
              $
              (20,958)
              $
              (65,243)Net
      loss per shareBasic
      and diluted
              
              
              
              
              $
              (0.01)
              $
              (0.00)Weighted
      Average Shares OutstandingBasic
      and diluted
              
              
              
              
              
              5,340,831
              
              5,000,000See
      notes to financial statements.





F-3




24










Dong
      Fang Minerals, Inc.(An
      Exploration Stage Company)Statements
      of Stockholders' Equity (Deficiency)For
      the Period November 7, 2007 (Inception) to January  31,
      2009(Expressed
      in US Dollars)DeficitAccumulated
              TotalCommon
      Stock,
              
              Additional
              
              During
      the
              
              Stockholders’$0.00001
      par value
              
              Paid-in
              
              Exploration
              
              EquityShares
              
              Amount
              
              Capital
              
              Stage
              
              (Deficiency)Common
      stock issuedNovember
      2007 at $0.00001 per share
              5,000,000
              $
              50
              $
              -
              $
              -
              $
              50Net
      loss
              -
              
              -
              
              -
              
              (20,958)
              
              (20,958)Balance
      - January 31, 2008
              5,000,000
              
              50
              
              -
              
              (20,958)
              
              (20,908)Sale
      of shares in publicoffering
      at $0.10 per share
              1,006,000
              
              10
              
              100,590
              
              -
              
              100,600Net
      loss
              -
              
              -
              
              -
              
              (44,285)
              
              (44,285)Balance
      -January 31, 2009
              6,006,000
              $
              60
              $
              100,590
              $
              (65,243)
              $
              35,407See
      notes to financial statements.









F-4






25










Dong
      Fang Minerals, Inc.(An
      Exploration Stage Company)Statements
      of Cash Flows(Expressed
      in US Dollars)Period
      from
                                                      
                                                      Period
      fromNovember
      7,
                                                      
                                                      November
      7,2007
      (Date of
                                                      
                                                      2007
      (Date ofYear
      Ended
                                                      
                                                      Inception)
      to
                                                      
                                                      Inception)
      toJanuary
      31,
                                                      
                                                      January
      31,
                                                      
                                                      January
      31,2009
                                                      
                                                      2008
                                                      
                                                      2009Cash
      Flows from Operating ActivitiesNet
      loss
                                                      $
                                                      (44,285)
                                                      $
                                                      (20,958)
                                                      $
                                                      (65,243)Adjustments
      to reconcile net lossto
      net cash provided by (used for) operating activitiesImpairment
      of mineral property acquisition costs
                                                      
                                                      -
                                                      
                                                      4,625
                                                      
                                                      4,625Change
      in operating assets and liabilities:Accounts
      payable and accrued liabilities
                                                      
                                                      644
                                                      
                                                      6,000
                                                      
                                                      6,644Net
      cash provided by (used for) operating activities
                                                      
                                                      (43,641)
                                                      
                                                      (10,333)
                                                      
                                                      (53,974)Cash
      Flows from Investing ActivitiesAcquisition
      of mineral property
                                                      
                                                      -
                                                      
                                                      (4,625)
                                                      
                                                      (4,625)Net
      cash provided by (used for) investing activities
                                                      
                                                      -
                                                      
                                                      (4,625)
                                                      
                                                      (4,625)Cash
      Flows from Financing ActivitiesIncrease
      (decrease) in due to related party
                                                      
                                                      10,560
                                                      
                                                      24,945
                                                      
                                                      35,505Proceeds
      from sales of common stock
                                                      
                                                      100,600
                                                      
                                                      50
                                                      
                                                      100,650Net
      cash provided by financing activities
                                                      
                                                      111,160
                                                      
                                                      24,995
                                                      
                                                      136,155Increase
      (decrease) in cash
                                                      
                                                      67,519
                                                      
                                                      10,037
                                                      
                                                      77,556Cash - beginning of
      period
                                                      
                                                      10,037
                                                      
                                                      -
                                                      
                                                      -Cash - end of
      period
                                                      $
                                                      77,556
                                                      $
                                                      10,037
                                                      $
                                                      77,556Supplemental
      disclosures of cash flow information:Interest
      paid
                                                      $
                                                      -
                                                      $
                                                      -Income
      taxes paid
                                                      $
                                                      -
                                                      $
                                                      -See
      notes to financial statements.







F-5




26










Dong Fang Minerals, Inc.


(An Exploration Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


January 31, 2009


______________________________________________________________________________________________________________________________________________________________________





Note
1    Organization and Business
Operations





Dong Fang
Minerals, Inc. (the “Company”) was incorporated in the State of Nevada on
November 7, 2007. The Company is an Exploration Stage Company as defined by
Statement of Financial Accounting Standards (“SFAS”) No. 7. The Company has
acquired a mineral property located in the Province of British Columbia, Canada,
and has not yet determined whether this property contains reserves that are
economically recoverable.




Note
      2
            Summary of Significant
      Accounting Policies




Basis of
      Presentation




These
financial statements have been prepared on a “going concern” basis, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  However, as of January 31, 2009, the
Company had working capital and stockholders’ equity of
$35,407.  Further, since inception, the Company has incurred a net
loss of $65,243.  These factors create substantial doubt as to the
Company’s ability to continue as a going concern.  The Company plans
to improve its financial condition by obtaining new
financing.  However, there is no assurance that the Company will be
successful in accomplishing this objective.  The financial statements
do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.




Mineral Property
      Costs




The
Company has been in the exploration stage since its incorporation and inception
on November 7, 2007 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 acquisition costs are capitalized and are charged
to operations as the value is impaired.  Exploration costs are
expensed until proven and probable reserves are established.  When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs incurred to
develop such property are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserves.





Use of Estimates and
      Assumptions




The
      preparation of financial statements in conformity with accounting
      principles generally accepted in the United States requires management to
      make estimates and assumptions that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.










F-6


27












Dong
Fang Minerals, Inc.


(An Exploration Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


January 31, 2009


______________________________________________________________________________________________________________________________________________________________________





Foreign Currency
Translation





The
Company’s functional and reporting currency is the United States
dollar.





Financial
Instruments




The
carrying values of the Company’s financial instruments, consisting of cash and
cash equivalents, accounts payable and accrued liabilities, and due to related
party, approximate their fair values due to the short maturity of these
instruments.




Environmental
Costs




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





Income
Taxes




Income
taxes are accounted for under the assets and liability
method.  Deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit
carryforwards.  Deferred tax assets and liabilities are measured using
enacted tax rates in effect for the year in which those temporary differences
are expected to be recovered or settled.




Basic and Diluted Net
      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
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all potentially dilutive common
shares outstanding during the period. Diluted EPS excludes all potentially
dilutive shares if their effect is anti-dilutive.




Stock-based
Compensation




Stock-based
compensation is accounted for at fair value in accordance with SFAS Nos 123 and
123R.  To date, the Company has not adopted a stock option plan and
has not granted any stock options.







F-7




28







Dong
Fang Minerals, Inc.


(An Exploration Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


January 31, 2009


_______________________________________________________________________________________________________________________________________________________________________




Cash and Cash
Equivalents




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





Note
      3
            Mineral
      Property




Pursuant
      to a mineral property purchase agreement dated November 17, 2007, the
      Company acquired a 100% undivided right, title and interest in the Dong
      Fang minerals claim, located 15 miles northwest of Penticton, British
      Columbia, Canada, for $4,625.  The Tenure Number ID is 555886,
      which expires April 7, 2010. The property is in the name of Liu Jian Hong
      held by him in trust for the
Company.




On
      November 17, 2007, the Company received an evaluation report from a third
      party consulting firm recommending an exploration program with a total
      estimated cost of $92,500.  Due to lack of working capital, the
      Company has not completed this program.  At January 31, 2008,
      the Company provided a $4,625 reserve for impairment of the mining
      property acquisition costs.





Note
      4
            Due to Related
      Party





The
      $35,505 amount due to related party at January 31, 2009 is due the chief
      executive officer of the Company, is non-interest bearing, and is due on
      demand.




Note
      5
            Common
      Stock




In
      November 2007, the Company issued a total of 5,000,000 shares of common
      stock to two directors for total cash proceeds of
  $50.




On
      September 30, 2008, the Company issued a total of 1,006,000 shares of
      common stock to 45 investors at $0.10 per share for total cash proceeds of
      $100,600 and closed its public
offering.




At
      January 31, 2009, there are no outstanding stock options or
      warrants.





Note
      6
            Income
      Taxes





No
      provision for income taxes has been recorded since the Company has
      incurred a net loss since inception.  Based on management’s
      present assessment, the Company has not yet determined it to be more
      likely than not that a deferred tax asset of $22,183 attributable to the
      future utilization of the net operation loss carryforward of $65,243 as of
      January 31, 2009 will be realized.  Accordingly, the Company has
      provided a 100% allowance against the deferred tax asset in the financial
      statements.  The Company will continue to review this valuation
      allowance and make adjustments as appropriate.  The $65,243 net
      operating loss carryforward expires $20,958 in 2028 and $44,285 in
      2029.





Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs.  Therefore, the
amount available to offset future taxable income may be limited.






F-8


29












Dong
Fang Minerals, Inc.


(An Exploration Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


January 31, 2009


________________________________________________________________________________________________________________________________________________________________________







Note
      7
            Contingency





The
      Company may in the future decide to engage in a “reverse acquisition”
      transaction and acquire a target company in an unrelated business through
      the delivery of sufficient common stock to the stockholders of the target
      company to result in a change in control of the Company after the
      transaction. The SEC may categorize the Company as a “shell company” prior
      to such a transaction and subject the company to more stringent disclosure
      rules regarding any reverse acquisition
  transaction.





































































































F-9


30





ITEM 9.
            CHANGES IN AND DISAGREEMENTS
      WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





There have been no disagreements on
accounting and financial disclosures from the inception of our company through
the date of this Form 10-K. Our financial statements for the period from
inception to January 31, 2009, included in this report have been audited by
Michael T. Studer CPA, P.C., as set forth in this annual report.





ITEM
9A.       CONTROLS AND
PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We maintain “disclosure controls and
procedures,” as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. We conducted an evaluation (the “Evaluation”),
under the supervision and with the participation of our Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design
and operation of our disclosure controls and procedures (“Disclosure Controls”)
as of the end of the period covered by this report pursuant to Rule 13a-15 of
the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our
Disclosure Controls were effective as of the end of the period covered by this
report.





Limitations on the Effectiveness of
Controls





Our management, including our CEO and
CFO, does not expect that our Disclosure Controls and internal controls will
prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.












31









The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.





CEO and CFO
Certifications





Appearing immediately following the
Signatures section of this report there are Certifications of the CEO and the
CFO. The Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this
report, which you are currently reading is the information concerning the
Evaluation referred to in the Section 302 Certifications and this information
should be read in conjunction with the Section 302 Certifications for a more
complete understanding of the topics presented.





Management’s
Report on Internal Control over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal
control over financial reporting is a process designed to provide reasonable
assurance to our management and board of directors regarding the reliability of
financial reporting and the preparation of the financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America.





Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements.





Because of its inherent limitations,
internal controls over financial reporting may not prevent or detect
misstatements. All internal control systems, no matter how well designed, have
inherent limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective internal
control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. Our management
assessed the effectiveness of our internal control over financial reporting as
of January 31, 2009. In making this assessment, it used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
in Internal Control-Integrated Framework. Based on our assessment, we believe
that, as of January 31, 2009, the Company’s internal control over financial
reporting was effective based on those criteria.









32














This annual report does not include an
attestation report of our registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only
management’s report in this annual report.





Changes in Internal
Controls





We have also evaluated our internal
controls for financial reporting, and there have been no changes in our internal
controls or in other factors that could affect those controls subsequent to the
date of their last evaluation.





ITEM
9B.         OTHER
INFORMATION.





None.





PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.





Officers and
Directors





Each of our directors serves until his
successor is elected and qualified. Each of our officers is elected by the board
of directors to a term of one (1) year and serves until his successor is duly
elected and qualified, or until he is removed from office. The board of
directors has no nominating, auditing or compensation committees.





The name, address, age and position of
our present officers and directors is set forth below:





Name
      and Address
            Age
            Position(s)Jian
      Hong Liu
            41
            President,
      Principal Executive Officer,#1006,
      Bldg. A
            
            Treasurer,
      Principal Financial Officer andYang
      Guang 100 International
            
            Principal
      Accounting Officer, Secretary andApartment
      #2, Guanghua Road
            
            a
      member of the Board of DirectorsChaoyang
      District, BeijingPeoples
      Republic of ChinaLu
      Lu
            27
            Secretary
      and a member of the Board of DirectorsNo.
      714, Unit 4, Bldg. 3Zhongshan
      YuanNo.
      3128, Nanshan Rd.Nanshan
      DistrictShenzhen
      CityPeoples
      Republic of China








33





The
person named above has held his office/position since inception of our company
and is expected to hold his office/position until the next annual meeting of our
stockholders.





Compliance with Section 16(a) of the
Exchange Act





We are not subject to Section 16(a) of
the Securities Exchange Act of 1934 as of the date of this report.





ITEM
11.          EXECUTIVE
COMPENSATION.





The following table sets forth the
compensation paid by us from inception on November 7, 2007 through January 31,
2009, for each of our officers. This information includes the dollar value of
base salaries, bonus awards and number of stock options granted, and certain
other compensation, if any.  The compensation discussed addresses all
compensation awarded to, earned by, or paid or named executive
officers.





SUMMARY
COMPENSATION TABLE





Non-Equity
              NonqualifiedName
              
              
              
              
              
              Incentive
              Deferred
              Alland
              
              
              
              Stock
              Option
              Plan
              Compensation
              OtherPrincipal
              
              Salary
              Bonus
              Awards
              Awards
              Compensation
              Earnings
              Compensation
              TotalPosition
              Year
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)
              (i)
              (j)Jian
      Hong Liu
              2009
              0
              0
              0
              0
              0
              0
              0
              0President
              2008
              0
              0
              0
              0
              0
              0
              0
              02007
              0
              0
              0
              0
              0
              0
              0
              0Lu
      Lu
              2009
              0
              0
              0
              0
              0
              0
              0
              0Secretary
              2008
              0
              0
              0
              0
              0
              0
              0
              02007
              0
              0
              0
              0
              0
              0
              0
              0





The following table sets forth all
compensation paid to our board of directors during our last fiscal year ending
January 31, 2009.





DIRECTOR
COMPENSATION





Fees
              
              
              
              NonqualifiedEarned
      or
              
              
              Non-Equity
              DeferredPaid
      in
              Stock
              Option
              Incentive
      Plan
              Compensation
              All
      OtherCash
              Awards
              Awards
              Compensation
              Earnings
              Compensation
              TotalName
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)Jian
      Hong Liu
              0
              0
              0
              0
              0
              0
              0Lu
      Lu
              0
              0
              0
              0
              0
              0
              0









34









Our
directors do not receive any compensation for serving as members of the board of
directors.





As of the date hereof, we have not
entered into an employment contract with our officers and do not intend to enter
into any employment contracts until such time as it profitable to do
so.





Indemnification





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.





The following table sets forth, as of
the date of this report, the total number of shares of common stock beneficially
by each of our directors, officers and key employees, individually and as a
group, and the present owners of 5% or more of our total outstanding
shares.  The stockholders listed below have direct ownership of their
shares and possess sole voting and dispositive power with respect to the
shares.








Name
      and Address
                  Number
      of
                  Percentage
      ofBeneficial
      Ownership [1]
                  Shares
                  OwnershipJian
      Hong Liu
                  2,500,000
                  41.63%#1006,
      Bldg. ARoom
      A606 Dacheng International Centre, 78 Dongsihuanzhonglu,Chaoyang
      District, Beijing
                    Peoples
      Republic of ChinaLu
      Lu
                  2,500,000
                  41.63%No.
      714, Unit 4, Bldg. 3Zhongshan
      YuanNo.
      3128, Nanshan Rd.Nanshan
      DistrictShenzhen
      CityPeoples
      Republic of ChinaAll
      Officers and Directors
                  5,000,000
                  83.26%as
      a Group (2 persons)





ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.





In November 2007, we issued 2,500,000
shares of restricted common stock to Jian Hong Liu, our president in
consideration of $25.00 and 2,500,000 shares of restricted common stock to Lu
Lu, our secretary in consideration of $25.00.  This was accounted for
as an acquisition of shares of common stock in the amount of $50.









35









Mr. Liu also caused the property,
comprised of one MTO cell, to be registered at a cost of $4,625.  The
claims were registered by Mr. Laurence Sookochoff. The terms of the transaction
with Mr. Sookochoff were at arm’s length and Mr. Sookochoff was not an
affiliate.  Mr. Liu must transfer title to us upon our demand, whether
mineralized material is found on the claims or not.  Mr. Liu will not
receive anything of value for the transfer and we will not pay any consideration
of any kind for the transfer of the claims.





Jian Hong Liu, our president, has
advanced $35,505 for our operations since inception.  The advances are
not evidenced by any written documentation.  Mr. Liu has agreed to
accept repayment when we have sufficient funds to do so.  The advances
by Mr. Liu are interest free.





We use approximately 15 square feet of
office space at Mr. Liu’s home for our office on a rent free basis.





Mr. Liu and Ms. Lu are our only
promoters.   They have not received and will not receive anything
of value from us, directly or indirectly in their capacity as
promoters.





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 our audit of annual financial statements and review of financial
statements included in our Form 10-Qs or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years was:





2008
              $
              10,500
              Michael
      T. Studer CPA P.C.2007
              $
              6,000
              Michael
      T. Studer CPA P.C.





(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 our financial statements and are not reported in the preceding
paragraph:





2008
              $
              0
              Michael
      T. Studer CPA P.C.2007
              $
              0
              Michael
      T. Studer CPA P.C.





(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
              Michael
      T. Studer CPA P.C.2007
              $
              0
              Michael
      T. Studer CPA P.C.





36





(4)
All Other Fees





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





2008
              $
              0
              Michael
      T. Studer CPA P.C.2007
              $
              0
              Michael
      T. Studer CPA P.C.





(5) Our audit committee’s pre-approval
policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X were that the audit committee pre-approve all accounting related
activities prior to the performance of any services by any accountant or
auditor.





(6) The percentage of hours expended on
the principal accountant’s engagement to audit our 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 not greater
than 50%.








PART
IV





ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES.





The following is a complete list of
exhibits filed as part of this annual report:





Incorporated
      by referenceExhibit
                        Number
                      Document
      Description
                      Form
                      Date
                      Number
                      Filed
                        herewith3.1
                      Articles
      of Incorporation.
                      S-1
                      4-11-08
                      3.13.2
                      Bylaws.
                      S-1
                      4-11-08
                      3.24.1
                      Specimen
      Stock Certificate.
                      S-1
                      4-11-08
                      4.114.1
                      Code
      of Ethics.
                      
                      
                      
                      X31.1
                      Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.
                      
                      
                      
                      X32.1
                      Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief
      Executive Officer and Chief Financial Officer.
                      
                      
                      
                      X99.2
                      Audit
      Committee Charter
                      
                      
                      
                      X99.3
                      Disclosure
      Committee Charter
                      
                      
                      
                      X









37









SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized,
on this 30th day of April 2009.





DONG
      FANG MINERALS, INC.BY:
            JIAN HONG LIUJian
      Hong LiuPresident,
      Principal Executive Officer,Treasurer,
      Principal Financial Officer andPrincipal
      Accounting Officer





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Signature
                Title
                DateJIAN HONG LIU
                President,
      Chief Executive Officer, Treasurer,Jian
      Hong Liu
                Secretary,
      Chief Financial Officer, PrincipalAccounting
      Officer and a member ofthe
      Board of Directors
                April
      30, 2009LU LU
                Secretary
      and a member of the Board of Directors
                April
      30, 2009Lu
      Lu











38




















EXHIBIT
INDEX








Incorporated by
      referenceExhibit
                  Number
                Document
      Description
                Form
                Date
                Number
                Filed
                  herewith3.1
                Articles
      of Incorporation.
                S-1
                4-11-08
                3.13.2
                Bylaws.
                S-1
                4-11-08
                3.24.1
                Specimen
      Stock Certificate.
                S-1
                4-11-08
                4.114.1
                Code
      of Ethics.
                
                
                
                X31.1
                Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.
                
                
                
                X32.1
                Certification
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief
      Executive Officer and Chief Financial Officer.
                
                
                
                X99.2
                Audit
      Committee Charter
                
                
                
                X99.3
                Disclosure
      Committee Charter
                
                
                
                X









































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