UNITED
STATES
 SECURITIES AND EXCHANGE
COMMISSION
 Washington, D.C.
20549
 
 AMENDMENT
NO. 1
 TO
 FORM 10-Q
 _________________
 
 (Mark One)
 þ
              
              Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934
 
 For
the Quarterly Period Ended September 30, 2008
 or
  o
              
              Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934
 
 For
the Transition Period from 
to
 
 Commission
File Number 000-52696
 
 DOMINION
MINERALS CORP.
  (Exact
name of registrant as specified in its charter)
 
 Delaware
              
              22-3091075(State
      or Other Jurisdiction of
              
              (I.R.S.
      Employer Identification No.)Incorporation
      or Organization)
 
 410
      Park Avenue, 15th
      FloorNew
      York, New York 10019(Address
      of principal executive offices and zip
code)
 
 Registrant’s
telephone number, including area code: (212) 231-8171
 
 Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the 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 þ No 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 of the Exchange Act.
 
 Large
      accelerated filer   ̈
              
              Accelerated
      filer   ̈Non-accelerated
      filer   ̈
              
              Smaller
      reporting company  x(Do
      not check if smaller reporting company)
  Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes   ̈    No  þ
 
 The
number of shares of the registrant’s common stock outstanding as of November 14,
2008 was 72,903,084.
 
 
  AMENDMENT TO FORM
10-Q
   This Amendment No. 1 to
Form 10-Q (this "Amendment") amends our quarterly report on Form 10-Q
for the quarter ended September 30, 2008 as filed with the Securities and
Exchange Commission on November 17, 2008.
  As described in Note 3 to the Company’s
financial statements included herein, the Company has restated its financial
statements as of and for the quarter ended September 30, 2008, to revise
the accounting for common stock issued in connection with the conversion on
April 1, 2007 of a promissory note previously issued by the Company and services
that the Company expected to receive from the holders of the promissory
note.  As described in Note 3, the Company filed suit on December 23,
2008 in an effort to recover the shares of common stock issued and reached a
settlement agreement on February 11, 2009, under which a portion of the shares
issued were cancelled or returned to the Company.  The Company has
re-stated its accounting for the issuance of the shares and has recorded a
non-cash charge to income of $2,205,492 in the quarter ended June 30, 2007
related to the shares that will not be returned to the Company and for which the
Company will not receive the services it expected.
 
 The restatement of the Company’s
financial statements, as described in Note 3, had no effect on the Company’s net
income for the three months ended September 30, 2008 and the three months ended
September 30, 2007.  Also, the restatement had no effect on the
Company’s net income for the nine months ended September 30, 2008 and it reduced
the amount of net income by $2,205,492, for the nine months ended September 30,
2007.  The restatement reduced the total amount of Shareholders’
Equity by $3,230 and increased Current Liabilities by $3,230, as of September
30, 2008 and September 30, 2007.  Except for these effects, the
inclusion of Note 3, the related revisions to Note 1, paragraph (h), Note 2,
Note 6, paragraph (a), Note 8, paragraph (e), Note 9 and the revisions in
Part I, Item 2, Management discussion and analysis, this Amendment No. 1 and the
Company’s financial statements included herein are unchanged from the Report
previously filed.
 
 This
Amendment contains the complete text of the original report with the corrected
information appearing in the financial statements and in Part I, Item 2,
Management discussion and analysis.
 
 
 
 DOMINION MINERALS CORP. AND
      SUBSIDIARIES(FORMERLY EMPIRE MINERALS
      CORP.)(AN EXPLORATION
      COMPANY)CONSOLIDATED BALANCE
      SHEETAS OF SEPTEMBER 30, 2008 AND
      DECEMBER 31, 2007ASSETSSEPTEMBER
    30,
                                                                                                      
                                                                                                      
                                                                                                      DECEMBER
31,2008
                                                                                                      
                                                                                                      
                                                                                                      2007(UNAUDITED)(Restated)
                                                                                                      
                                                                                                      
                                                                                                      (Restated)CURRENT
    ASSETS:Cash and cash
      equivalents
                                                                                                      
                                                                                                      $
                                                                                                      5,618,639
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      878,116Prepaid
    expense
                                                                                                      
                                                                                                      
                                                                                                      37,534
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      69,521Total current
      assets
                                                                                                      
                                                                                                      
                                                                                                      5,656,173
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      947,637PROPERTY AND EQUIPMENT,
      net
                                                                                                      
                                                                                                      
                                                                                                      27,733
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      40,717OTHER
    ASSETS:Notes issuance cost,
      net
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      303,615Other
assets
                                                                                                      
                                                                                                      
                                                                                                      21,000
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Long term
      investment
                                                                                                      
                                                                                                      
                                                                                                      6,207,862
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      2,720,279Total other
      assets
                                                                                                      
                                                                                                      
                                                                                                      6,228,862
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      3,023,894Total
assets
                                                                                                      
                                                                                                      $
                                                                                                      11,912,768
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      4,012,248LIABILITIES AND SHAREHOLDERS'
      EQUITYCURRENT
      LIABILITIES:Accrued
      liabilities
                                                                                                      
                                                                                                      $
                                                                                                      474,996
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      529,534Short-term
    loan
                                                                                                      
                                                                                                      
                                                                                                      76,156
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Convertible note
      payable
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      300,000Liquidated damages
      payable
                                                                                                      
                                                                                                      
                                                                                                      250,050
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -Total current
      liabilities
                                                                                                      
                                                                                                      
                                                                                                      801,202
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      829,534COMMITMENTS AND
      CONTINGENCIESSHAREHOLDERS'
      EQUITY:Preferred stock, $0.0001 par
      value; 5,000,000 shares authorized;100 and 100 shares issued and
      outstanding as of
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -September 30, 2008 and December
      31, 2007, respectivelyCommon stock, $0.0001 par value;
      700,000,000 shares authorized72,902,928 and 42,605,696 issued
      and outstanding as of
                                                                                                      
                                                                                                      
                                                                                                      7,290
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      4,261September 30, 2008 and December
      31, 2007, respectivelyEscrowed common
      stock
                                                                                                      
                                                                                                      
                                                                                                      (134
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (267
                                                                                                      )Additional paid-in
      capital
                                                                                                      
                                                                                                      
                                                                                                      29,662,754
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      14,926,809Shares to be returned for services
      not received
                                                                                                      
                                                                                                      
                                                                                                      (1,654,167
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (1,654,167
                                                                                                      )Stock subscription
      receivable
                                                                                                      
                                                                                                      
                                                                                                      (1,560
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (1,560
                                                                                                      )Deficit accumulated during the
      exploration  stage
                                                                                                      
                                                                                                      
                                                                                                      (16,961,208
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (10,117,528
                                                                                                      )Accumulated other comprehensive
      income
                                                                                                      
                                                                                                      
                                                                                                      58,591
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      25,166Total shareholders'
      equity
                                                                                                      
                                                                                                      
                                                                                                      11,111,566
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      3,182,714Total liabilities and
      shareholders' equity
                                                                                                      
                                                                                                      $
                                                                                                      11,912,768
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      4,012,248




The accompanying notes are
an integral part of these consolidated financial statement.


-1-
  CONSOLIDATED STATEMENTS OF
      OPERATIONS AND OTHER COMPREHENSIVE LOSSFOR THE THREE AND NINE MONTHS
      ENDED SEPTEMBER 30, 2008 AND 2007AND FROM INCEPTION (MARCH 1, 2006)
      TO SEPTEMBER 30, 2008(UNAUDITED)From
    inceptionThree months
      ended
                                                                                                                
                                                                                                                
                                                                                                                Nine months
      ended
                                                                                                                
                                                                                                                
                                                                                                                (March 1,
    2006)September
    30,
                                                                                                                
                                                                                                                
                                                                                                                September
    30,
                                                                                                                
                                                                                                                
                                                                                                                to September
      30,2008
                                                                                                                
                                                                                                                
                                                                                                                2007
                                                                                                                
                                                                                                                
                                                                                                                2008
                                                                                                                
                                                                                                                
                                                                                                                2007
                                                                                                                
                                                                                                                
                                                                                                                2008(Restated)
                                                                                                                
                                                                                                                
                                                                                                                (Restated)REVENUE
                                                                                                                
                                                                                                                $
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                -COST OF
    SALES
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -GROSS
PROFIT
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -RESEARCH AND DEVELOPMENT
      COSTS
                                                                                                                
                                                                                                                
                                                                                                                16,495
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                48,140
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                120,831
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                323,875
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                901,183GENERAL
      AND  ADMINISTRATIVE EXPENSES
                                                                                                                
                                                                                                                
                                                                                                                1,727,521
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                903,525
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                5,860,570
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                3,448,936
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                12,908,703LOSS FROM EXPECTED SERVICES NOT
      RECEIVED
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                2,205,492
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                2,205,492LIQUIDATED DAMAGE
      EXPENSE
                                                                                                                
                                                                                                                
                                                                                                                69,600
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                265,650
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                265,650LOSS FROM
      OPERATIONS
                                                                                                                
                                                                                                                
                                                                                                                (1,813,616
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (951,665
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (6,247,051
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (5,978,303
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (16,281,028
                                                                                                                )OTHER (EXPENSE)
      INCOMENon-operating
      income (expense), net
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                73
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                (25,000
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                10,190
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                (25,000
                                                                                                                )Interest
      expense, net
                                                                                                                
                                                                                                                
                                                                                                                (26,785
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                10,064
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                (143,014
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                14,418
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                (226,565
                                                                                                                )Finance
      expense
                                                                                                                
                                                                                                                
                                                                                                                (29,526
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (82,695
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (428,615
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (82,695
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (428,615
                                                                                                                )Total
      other (expense) income, net
                                                                                                                
                                                                                                                
                                                                                                                (56,311
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (72,558
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (596,629
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (58,087
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (680,180
                                                                                                                )LOSS BEFORE PROVISION FOR INCOME
      TAXES
                                                                                                                
                                                                                                                
                                                                                                                (1,869,927
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (1,024,223
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (6,843,680
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (6,036,390
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (16,961,208
                                                                                                                )PROVISION FOR INCOME
      TAXES
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                -NET LOSS
                                                                                                                
                                                                                                                
                                                                                                                (1,869,927
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (1,024,223
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (6,843,680
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (6,036,390
                                                                                                                )
                                                                                                                
                                                                                                                
                                                                                                                (16,961,208
                                                                                                                )OTHER COMPREHENSIVE
      INCOMEForeign
      currency translation adjustment
                                                                                                                
                                                                                                                
                                                                                                                2,092
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                2,687
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                33,425
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                8,100
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                58,591COMPREHENSIVE
      LOSS
                                                                                                                
                                                                                                                $
                                                                                                                (1,867,835
                                                                                                                )
                                                                                                                
                                                                                                                $
                                                                                                                (1,021,536
                                                                                                                )
                                                                                                                
                                                                                                                $
                                                                                                                (6,810,255
                                                                                                                )
                                                                                                                
                                                                                                                $
                                                                                                                (6,028,290
                                                                                                                )
                                                                                                                
                                                                                                                $
                                                                                                                (16,902,617
                                                                                                                )LOSS PER
    SHAREBasic and diluted loss per
      share
                                                                                                                
                                                                                                                $
                                                                                                                (0.03
                                                                                                                )
                                                                                                                
                                                                                                                $
                                                                                                                (0.03
                                                                                                                )
                                                                                                                
                                                                                                                $
                                                                                                                (0.13
                                                                                                                )
                                                                                                                
                                                                                                                $
                                                                                                                (0.18
                                                                                                                )Basic and diluted weighted average
      shares outstanding
                                                                                                                
                                                                                                                
                                                                                                                67,717,019
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                40,029,773
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                52,270,826
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                33,478,825
  The accompanying notes are
an integral part of these consolidated financial statement.
 -2-
  DOMINION
      MINERALS CORP. AND SUBSIDIARIES
                    (FORMERLY
      EMPIRE MINERALS CORP.)
                      (AN
      EXPLORATION COMPANY)CONSOLIDATED
      STATEMENTS OF SHAREHOLDERS' EQUITY
  SHARES
      TOBE
                
                
                
                
                
                ACCUMU-LATEDPREFERRED
      STOCK
                
                
                COMMON
      STOCK
                
                
                ESCROWED
                  COMMON
                  STOCK
                
                
                ADDITIONALPAID-IN
                
                
                STOCKSUBSCRIP-TION
                
                
                RETURNEDFOR
      SERVICES
                  NOT
                
                
                ACCUMU-LATED
                
                
                OTHERCOMPRE-HENSIVE
                  INCOME
                
                
                TOTALSHARE-HOLDERS'SHARES
                
                PAR
                
                
                SHARES
                
                
                PAR
                
                
                SHARES
                
                
                PAR
                
                
                CAPITAL
                
                
                RECEIVABLE
                
                
                RECEIVED
                
                
                DEFICIT
                
                
                (LOSS)
                
                
                EQUITYBalance
      at inception, March 1, 2006
                
                
                -
                
                
                $
                -
                
                
                
                -
                
                
                $
                -
                
                
                
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Founders
      stock issued for cash,
                  $0.001
      per share
                
                
                
                
                
                
                6,460,000
                
                
                
                646
                
                
                
                
                
                
                
                
                
                
                
                5,814
                
                
                
                (3,060
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                3,400Shares
      issued March 29, 2006for
      $76,500 in servicesand $8,500 cash, at
      $0.01 per share
                
                
                
                
                
                
                
                
                
                
                8,500,000
                
                
                
                850
                
                
                
                
                
                
                
                
                
                
                
                84,150
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                85,000Stock
      sold through subscription
                      agreementsApril
      through December 2006 at $0.50 per share
                
                
                
                
                
                
                
                
                
                
                5,505,000
                
                
                
                551
                
                
                
                
                
                
                
                
                
                
                
                2,751,949
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,752,500Stock
      issued through the
                  exercise
      of warrants
                
                
                
                
                
                
                
                20,000
                
                
                
                2
                
                
                
                
                
                
                
                
                
                
                
                1,998
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,000Stock
      warrants issued to
                  employees
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                474
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                474Stock
      warrants issued to
                  consultants
      for advisory
                  services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                197,113
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                197,113Foreign
      currency translation loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,651
                )
                
                
                (2,651
                )Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,123,672
                )
                
                
                
                
                
                
                (2,123,672
                )Balance,
      December 31, 2006
                
                
                -
                
                
                $
                -
                
                
                
                20,485,000
                
                
                $
                2,049
                
                
                
                -
                
                
                $
                -
                
                
                $
                3,041,498
                
                
                $
                (3,060
                )
                
                $
                -
                
                
                $
                (2,123,672
                )
                
                $
                (2,651
                )
                
                $
                914,164Stock
      issued$0.10
      per share, conversion
                  of
      warrants for cash
                
                
                
                450,000
                
                
                
                45
                
                
                
                
                
                
                
                
                
                
                
                44,955
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                45,000$0.10
      per share, cashless
                  conversion
      of warrants
                
                
                
                1,600,000
                
                
                
                160
                
                
                
                
                
                
                
                
                
                
                
                (160
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -$0.50
      per share, CEO for
                  compensation
                
                
                
                
                
                
                
                1,500,000
                
                
                
                150
                
                
                
                
                
                
                
                
                
                
                
                749,850
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                750,000$0.50
      per share, for cash
                
                
                
                
                
                
                
                
                
                
                1,994,000
                
                
                
                199
                
                
                
                
                
                
                
                
                
                
                
                996,801
                
                
                
                (210,000
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                787,000$0.50
      per share, for
                  consulting
      services
                
                
                
                
                
                
                
                1,475,000
                
                
                
                148
                
                
                
                
                
                
                
                
                
                
                
                737,352
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                737,500$0.50
      per share, for
                  investment
      in Cuprum
                
                
                
                
                
                
                
                4,000,000
                
                
                
                400
                
                
                
                (2,666,667
                )
                
                
                (267
                )
                
                
                666,533
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                666,666$0.50
      per share, for
                  conversion
      of notes
                
                
                
                
                
                
                
                100,000
                
                
                
                10
                
                
                
                
                
                
                
                
                
                
                
                49,990
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                50,000$0.50
      per share, for services and
                  conversion
      of note
                
                
                
                
                
                
                7,925,000
                
                
                
                793
                
                
                
                
                
                
                
                
                
                
                
                3,961,707
                
                
                
                
                
                
                
                (1,654,167
                )
                
                
                
                
                
                
                
                
                
                
                2,308,333Shares
      assumed pursuant to reverse merger
                
                
                100
                
                
                
                
                
                
                
                232,696
                
                
                
                23
                
                
                
                
                
                
                
                
                
                
                
                (135,230
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (135,207
                )Repurchase
      preferred stock
                
                
                (100
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (10,000
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (10,000
                )Warrants
      issued with convertible note
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                14,276
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                14,276Proceeds
      on subscription receivable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                200
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                200Foreign
      currency translation gain
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                5,413
                
                
                
                5,413Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (5,012,167
                )
                
                
                
                
                
                
                (5,012,167
                )Balance,
      June 30, 2007, unaudited, Restated
                
                
                -
                
                
                
                -
                
                
                
                39,761,696
                
                
                
                3,977
                
                
                
                (2,666,667
                )
                
                
                (267
                )
                
                
                10,117,572
                
                
                
                (212,860
                )
                
                
                (1,654,167
                )
                
                
                (7,135,839
                )
                
                
                2,762
                
                
                
                1,121,178Proceeds
      on subscription receivable
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,300
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,300Stock
      issued$0.50
      per share, for cash
                
                
                
                
                
                
                
                
                
                
                1,320,000
                
                
                
                132
                
                
                
                
                
                
                
                
                
                
                
                659,868
                
                
                
                210,000
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                870,000$0.50
      per share, for
                  consulting
      services
                
                
                
                
                
                
                
                824,000
                
                
                
                82
                
                
                
                
                
                
                
                
                
                
                
                411,918
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                412,000$0.50
      per share, for loan
                  issuance
      cost
                
                
                
                
                
                
                
                700,000
                
                
                
                70
                
                
                
                
                
                
                
                
                
                
                
                349,930
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                350,000Warrants
      issued with convertible note
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                53,151
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                53,151Special
      warrants issuedIssued
      for cash
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,230,000
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,230,000Issued
      with convertible
                  promissory
      note
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                500,000
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                500,000Preferred
      stock issued for compensation expense
                
                
                100
                
                
                
                -
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                10,000
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                10,000Stock
      compensation expense
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                594,370
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                594,370Foreign
      currency translation gain
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                22,404
                
                
                
                22,404Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (2,981,689
                )
                
                
                
                
                
                
                (2,981,689
                )Balance,
      December 31, 2007
                
                
                100
                
                
                $
                -
                
                
                
                42,605,696
                
                
                $
                4,261
                
                
                
                (2,666,667
                )
                
                $
                (267
                )
                
                $
                14,926,809
                
                
                $
                (1,560
                )
                
                $
                (1,654,167
                )
                
                $
                (10,117,528
                )
                
                $
                25,166
                
                
                $
                3,182,714Stock
      issued$0.46
      per share, for cash
                
                
                
                
                
                
                
                
                
                
                21,789,566
                
                
                
                2,179
                
                
                
                
                
                
                
                
                
                
                
                9,771,021
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                9,773,200$0.46
      per share, for
                  consulting
      services
                
                
                
                
                
                
                
                
                
                
                650,000
                
                
                
                65
                
                
                
                
                
                
                
                
                
                
                
                298,935
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                299,000$0.46
      per share, for loan
                  issuance
      cost
                
                
                
                
                
                
                
                
                
                
                376,000
                
                
                
                38
                
                
                
                
                
                
                
                
                
                
                
                187,962
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                188,000Special
      warrants converted
                  to
      stock
                
                
                
                
                
                
                
                
                
                
                2,015,000
                
                
                
                200
                
                
                
                
                
                
                
                
                
                
                
                (200
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Release
      of escrow shares
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,333,334
                
                
                
                133
                
                
                
                666,534
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                666,667Shares
      issued to extend convertible note
                
                
                
                
                
                
                
                
                
                
                250,000
                
                
                
                25
                
                
                
                
                
                
                
                
                
                
                
                124,975
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                125,000Shares
      issued as employee compensation
                
                
                
                
                
                
                
                
                
                
                5,216,666
                
                
                
                522
                
                
                
                
                
                
                
                
                
                
                
                2,581,144
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,581,666Special
      warrants issued
                  Issued
      for cash
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                77,500
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                77,500Stock
      compensation expense
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                947,536
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                947,536Stock
      option expense
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                50,870
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                50,870Warrants
      issued for services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                29,668
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                29,668Foreign
      currency translation gain
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                33,425
                
                
                
                33,425Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (6,843,680
                )
                
                
                
                
                
                
                (6,843,680
                )Balance, September
      30, 2008, unaudited, Restated
                
                
                100
                
                
                $
                -
                
                
                
                72,902,928
                
                
                $
                7,290
                
                
                
                (1,333,333
                )
                
                $
                (134
                )
                
                $
                29,662,754
                
                
                $
                (1,560
                )
                
                $
                (1,654,167
                )
                
                $
                (16,961,208
                )
                
                $
                58,591
                
                
                $
                11,111,566
 The accompanying notes are
an integral part of these consolidated financial statements.
 -3-
  DOMINION MINERALS CORP. AND
      SUBSIDIARIES(FORMERLY EMPIRE MINERALS
      CORP.)(AN EXPLORATION
      COMPANY)CONSOLIDATED STATEMENTS OF CASH
      FLOWSFOR THE NINE MONTHS ENDED
      SEPTEMBER 30, 2008 AND 2007 AND FROM INCEPTION (MARCH 1, 2006) TO
      SEPTEMBER 30, 2008(UNAUDITED)From
    inceptionNine months
      ended
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (March 1,
    2006)September
    30,
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    to September
      30,2008
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2007
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2008(Restated)
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (Restated)CASH FLOWS FROM OPERATING
      ACTIVITIES:Net loss
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    (6,843,680
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    (6,036,390
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    (16,961,208
                                                                                                                                    )Adjustments to reconcile net loss
      to net cashused in operating
      activities:Depreciation
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    43,221
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    7,488
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    52,568Bad debt
      expense
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    80,000Warrants issued for
      services
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    29,668
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    227,255Amortization of debt
      discount
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    16,671
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    31,641Amortization of loan issuance
      cost
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    303,615
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    144,083
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    509,787Common stock issued for advisory
      services
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    487,000
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1,605,479
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,393,479Loss from write-off of services
      due from note holders
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,202,262
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,202,262Stock option
      expense
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    998,406
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1,592,776Common stock issued for
      notes
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    125,000
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    125,000Common stock issued for employee
      compensation
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,581,666
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,581,666Preferred stock issued for
      employee compensation
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    10,000Loss on currency
      exchange
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    11,080
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    11,080Change in operating assets and
      liabilities:Prepaid
    expense
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    31,987
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    31,987Other
assets
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (21,000
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (21,000
                                                                                                                                    )Accrued
      liabilities
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (54,538
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (32,320
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    474,996Liquidated damages
      payable
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    265,650
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    265,650Net cash used in operating
      activities
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (2,053,005
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (2,081,647
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (6,392,061
                                                                                                                                    )CASH FLOWS FROM INVESTING
      ACTIVITIES:Equipment
      purchase
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (30,210
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (4,166
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (76,698
                                                                                                                                    )Long term
      investment
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (2,820,915
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (1,544,189
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (4,874,529
                                                                                                                                    )Advances for notes
      receivable
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (80,000
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (80,000
                                                                                                                                    )Net cash used in investing
      activities
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (2,851,125
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (1,628,355
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (5,031,227
                                                                                                                                    )CASH FLOWS FROM FINANCING
      ACTIVITIES:Proceeds from sale of common
      stock
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    10,023,200
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1,632,000
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    14,444,600Proceeds from special
      warrants
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    77,500
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,068,920
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,298,420Proceeds from exercise of
      warrants
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    45,000
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    45,000Payment of note issuance
      cost
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (74,000
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (74,000
                                                                                                                                    )Payment on notes
      payables
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (2,300,000
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (25,000
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (2,625,000
                                                                                                                                    )Payment on equity
      transactions
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (250,000
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (250,000
                                                                                                                                    )Proceeds from short term
      loan
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    75,868
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    75,868Proceeds from notes
      payable
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,000,000
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1,105,000
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    3,105,000Proceeds from subscription
      receivable
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1,500
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1,500Payment to repurchase preferred
      stock
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (10,000
                                                                                                                                    )
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    (10,000
                                                                                                                                    )Net cash provided by financing
      activities
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    9,626,568
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    4,743,420
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    17,011,388EFFECT OF EXCHANGE RATE CHANGES ON
      CASH
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    18,085
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    9,933
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    30,539NET INCREASE (DECREASE) IN CASH
      AND CASH EQUIVALENTS
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    4,740,523
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1,043,351
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    5,618,639CASH AND CASH EQUIVALENTS,
      beginning of the period
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    878,116
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1,047,877
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -CASH AND CASH EQUIVALENTS, end of
      period
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    5,618,639
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    2,091,228
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    5,618,639SUPPLEMENTAL
      DISCLOSURES:Interest
    paid
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    66,024
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    66,024Income taxes
      paid
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -Net liabilities assumed in reverse
      acquisition
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    135,207
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    135,207Conversion of notes and interest
      for common stock
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    106,071
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    106,071Issuance of founders stock for
      subscription receivable
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    14,960Shares issued for exploration and
      development of investment
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    666,666
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    666,666
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    1,333,332Common stock issued to prepay for
      consulting services
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    69,521Special warrants issued for
      repayment of convertible promissory note
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    500,000
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    500,000Warrants issued for discount on
      debt
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    31,641Warrants issued for loan issuance
      costs
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    31,641
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    35,786Common stock issued for loan
      issuance cost
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    240,090
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    100,000
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    446,262
  The accompanying notes are
an integral part of these consolidated financial statements.
 -4-
  1.
                Nature of Business and
      Significant Accounting
Policies
 
 a.
                Nature of
      business – Dominion Minerals Corp. (“Company”) (formerly Empire
      Minerals Corp.) was incorporated January 4, 1996, under the laws of the
      state of Delaware. The Company is engaged in the exploration of precious
      and base metals including gold and copper.  All potential
      properties currently under exploration are located in the People’s
      Republic of China (“PRC” or “China”) and the Republic of Panama
      (“Panama”).
 
 From
September 2005 to November 2007, the Company changed its name 4 times to reflect
the changing business plans. The original name of the Company was ObjectSoft
Corporation.  In June 2005, the name was changed to Nanergy, Inc. In
June 2006, the name was changed to Xacord Corp., in January 2007, the name was
changed to Empire Minerals Corp, and in November 2007, the name was changed to
its current name, Dominion Minerals Corp.
 
 On
February 20, 2007, the Company completed a triangular reverse merger with Empire
Minerals Corp., a Nevada Corporation (formerly Empire Gold Corp. and referred to
as “Subsidiary”) and Xacord Acquisition Sub Corp, then the Company’s subsidiary
(“Xacord”). All 26,504,000 shares in the Subsidiary were exchanged for
26,504,000 shares in the Company. Additionally, 5,950,000 warrants in the
Subsidiary were exchanged for 5,950,000 warrants in the Company. The Subsidiary
was the accounting acquirer and the Company was the legal acquirer. The
transaction was accounted for as a reverse merger and recapitalization. As such,
the accompanying consolidated financial statements reflect the historical
operations of the Subsidiary in the capital structure of the Company at the
beginning of the first period presented herein.
 
 b.
                Basis of
      presentation – The accompanying consolidated financial statements
      have been prepared in accordance with accounting principles generally
      accepted in the United States of America.  The consolidated
      financial statements include the financial statements of the Company, its
      wholly-owned subsidiaries Empire Minerals Corp., 50% owned Zhaoyuan
      Dongxing Gold Mining Co., Ltd. (“Dongxing”), and 70% owned Empire
      (Tianjin) Resources Co., Ltd. (“Tianjin”) (together the “Subsidiaries”).
      All significant inter-company transactions and balances have been
      eliminated in consolidation.  Minority interest has not been
      presented on the consolidated balance sheet because accumulated losses
      have exceeded the minority shareholders’ equity.  In accordance
      with APB No. 18, The
      Equity Method of Accounting for Investments in Common Stock, the
      minority interest has been written down to zero on the accompanying
      consolidated balance sheet.
 
 Management
has included all normal recurring adjustments considered necessary to give a
fair presentation of operating results for the periods presented. Interim
results are not necessarily indicative of results for a full year. The
information included in these interim consolidated financial statements should
be read in conjunction with information included in the Company's
consolidated financial statements for the year ended December 31, 2007,
appearing elsewhere and in the Company's annual report on 10-KSB filed on April
16, 2008.
 
 -5-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 The
Company is currently in an exploration stage, which is characterized by
significant expenditures for the examination and development of exploration
opportunities by its Subsidiaries.  The Subsidiaries' focus for the
foreseeable future will continue to be on securing joint venture agreements
within PRC and Panama to begin conducting mining operations.
 
 c.
                Use of
      estimates – The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that affect
      certain reported amounts and disclosures.  The significant
      estimates made in the preparation of the Company’s consolidated financial
      statements relate to the fair value of warrants and stock issued for
      services as well as various accruals.  For example, the Company
      calculates the fair value of the options granted based on various
      assumptions.  Accordingly, the actual results could materially
      differ from those estimates.
 
 d.
                Fair value of
      financial instruments – On January 1, 2008, the Company adopted
      Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value
      Measurements.  SFAS No. 157 defines fair value,
      establishes a three-level valuation hierarchy for disclosures of fair
      value measurement and enhances disclosures requirements for fair value
      measures.  The carrying amounts reported in the accompanying
      consolidated balance sheet for current assets and current liabilities
      qualify as financial instruments are a reasonable estimate of fair value
      because of the short period of time between the origination of such
      instruments and their expected realization and their current market rate
      of interest.  The three levels are defined as
      follows:
 
 ·
                Level
      1 inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.
 ·
                Level
      2 inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the assets or liabilities, either directly or indirectly, for
      substantially the full term of the financial
  instruments.
 ·
                Level
      3 inputs to the valuation methodology are unobservable and significant to
      the fair value.
 
 The
Company invested $6,207,862 to Cuprum Resources Corp. as of September 30, 2008.
Since there is no quoted or observable market price for the fair value of
similar investments in long term joint ventures, the Company then used the level
3 inputs for its valuation methodology. The determination of the fair value was
based on the cost of the capital contributeed to the investment.
 
 As of
September 30, 2008, the Company did not identify any other assets or liabilities
that are required to be presented on the consolidated balance sheet at fair
value in accordance with SFAS No. 157.
 
 -6-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 SFAS No. 159(“SFAS 159”),The Fair Value
Option for Financial Assets and Financial Liabilities—including an amendment of
FASB Statement No. 115,
became effective for the Company on January 1, 2008.SFAS 159 provides the Company with the
irrevocable option to elect fair value for the initial and subsequent
measurement for certain financial assets and liabilities on a
contract-by-contract basis with the difference between the carrying value before
election of the fair value option and the fair value recorded upon election as
an adjustment to beginning retained earnings.The Company chose not to
elect the fair value option under SFAS 159.
 
 e.
                Cash and cash
      equivalents – For purposes of the statements of cash flows, the
      Company defines cash equivalents as all highly liquid debt instruments
      purchased with original maturities of three months or
  less.
 
 f.
                Advances – From
      time to time, the Company advances funds to its consultants and business
      partners to further the Company’s business plans.  Management
      monitors these advances to ensure appropriate progress is made pursuant to
      the funding terms.  Additionally, management evaluates the
      collectibility of these monies and records reserves if collections are in
      doubt.
 
 g.
                Concentration of
      risk – Financial instruments, which potentially subject the Company
      to concentrations of credit risk, consist of cash and cash equivalents.
      The Company maintains cash deposits in financial institutions that exceed
      the amounts insured by the U.S. government.  Balances at
      financial institutions or state-owned banks within the PRC are not covered
      by insurance.  Non-performance by these institutions could
      expose the Company to losses for amounts in excess of insured
      balances.   The Company has limited experience as it is an
      exploration stage company but does not anticipate incurring any losses
      related to this credit risk.  As of September 30, 2008, the
      Company’s bank balances exceeded government-insured limits  by
      $5,426,145.
 
 The
Company has gold mining activities in PRC and an investment in copper mining
activities in Panama.  Accordingly, the Company’s mining business,
financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC and Panama, and by the
general state of the PRC’s and Panama’s economy.  The Company’s
operations in the PRC and investments in Panama are subject to specific
considerations and significant risks not typically associated with companies in
the United States. These include risks associated with, among others, the
political, economic and legal environments and foreign currency
exchange.  The Company’s results may be adversely affected by changes
in governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation, among other things.
 
 h.
                Net loss per
      share – In accordance with SFAS No. 128 (“SFAS 128”), Earnings Per Share,an
      basic earnings/loss per common share (“EPS”) is computed by dividing net
      loss for the period by the weighted average number of common shares
      outstanding during the period.  Under SFAS 128, diluted
      earnings/loss per share is computed similar to basic loss per share except
      that the denominator is increased to include the number of additional
      common shares that would have been outstanding if the potential common
      shares had been issued and
dilutive.
  -7-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 The
following is a reconciliation of the basic and diluted loss per share
computations:
 
 Three
      months ended September 30,
                              
                              2008
                              
                              
                              2007Net
      loss
                              
                              $
                              1,869,927
                              
                              
                              $
                              1,024,223Weighted
      average shares used in basic computation
                              
                              
                              67,717,019
                              
                              
                              
                              40,029,773Diluted
      effect of stock options, warrants
                              
                              
                              -
                              
                              
                              
                              -Weighted
      average shares used in diluted computation
                              
                              
                              67,717,019
                              
                              
                              
                              40,029,773Losses
      per share:Basic
                              
                              $
                              0.03
                              
                              
                              $
                              0.03Diluted
                              
                              $
                              0.03
                              
                              
                              $
                              0.03
 
 All
warrants and options were excluded from the diluted loss per share due to the
anti-diluted effect.
 
 Nine
      months ended September 30,
                          
                          2008
                          
                          
                          2007(Restated)Net
      loss
                          
                          $
                          6,843,680
                          
                          
                          $
                          6,036,390Weighted
      average shares used in basic computation
                          
                          
                          52,270,826
                          
                          
                          
                          33,478,825Diluted
      effect of stock options and warrants
                          
                          
                          -
                          
                          
                          
                          -Weighted
      average shares used in diluted computation
                          
                          
                          52,270,826
                          
                          
                          
                          33,478,825Losses
      per share:Basic
                          
                          $
                          0.13
                          
                          
                          $
                          0.18Diluted
                          
                          $
                          0.13
                          
                          
                          $
                          0.18
 All
warrants and options were excluded from the diluted loss per share due to the
anti-dilutive effect.
 
 i.
                Income Taxes –
      The Company provides for income taxes under SFAS No. 109 (“SFAS 109”),
      Accounting for Income
      Taxes, which requires the recognition of deferred tax assets and
      liabilities for the expected future tax consequences of temporary
      differences between the carrying amounts and the tax bases of assets and
      liabilities using the enacted income tax rate expected to apply to taxable
      income in the period in which the deferred tax assets or liabilities are
      expected to be settled or realized.  SFAS 109 requires that a
      valuation allowance be established if necessary, to reduce the deferred
      tax assets to the amount that management believes is more likely than not
      to be realized.  The provision for federal income tax differs
      from that computed amount by applying federal statutory rates to income
      before federal income tax expense mainly due to expenses that are not
      deductible and income that is not taxable for federal income taxes,
      including permanent differences such as non-deductible meals and
      entertainment.
  -8-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 The
Company adopted FASB Interpretation 48 (“FIN 48”), Accounting for Uncertainty in Income
Taxes, on January 1, 2007. A tax position is recognized as a benefit only
if it is “more likely than not” that the tax position would be sustained in a
tax examination, with a tax examination being presumed to occur. The amount
recognized is the largest amount of tax benefit that is greater than 50% likely
of being realized on examination. For tax positions not meeting the “more likely
than not” test, no tax benefit is recorded. The adoption had no effect on the
Company’s consolidated financial statements.
 
 j.
                Stock-based
      compensation– For stock, options and warrants issued to service
      providers, employees and founders, the Company follows SFAS No. 123(R),
      Share-Based Payment,and EITF 96-18,Accounting for Equity Instruments That Are Issued to Other Than Employees
      for Acquiring, or in Conjunction with Selling, Goods or Services,
      which requires recording the options and warrants at the fair value of the
      service provided and expensing over the related service
      period.
 
 k.
                Recently issued
      accounting pronouncements
 
 In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
160 (“SFAS 160”), Noncontrolling Interests in
Consolidated Financial Statements - an amendment of Accounting Research Bulletin
No. 51, which establishes accounting and reporting standards for
ownership interests in subsidiaries held by parties other than the parent, the
amount of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parent’s ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
deconsolidated. SFAS 160 also establishes reporting requirements that provide
sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
160 is effective for fiscal years beginning after December 15, 2008. The Company
has not yet determined the impact that SFAS 160 will have on its consolidated
financial statements.
 
 In
December 2007, SFAS No. 141(R) (“SFAS 141R”), Business Combinations, was
issued. SFAS 141R replaces SFAS No. 141, Business Combinations. SFAS
141R retains the fundamental requirements in SFAS 141 that the acquisition
method of accounting (which SFAS 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. SFAS 141R requires an acquirer to recognize the assets acquired,
the liabilities assumed, and any noncontrolling interest in the acquiree at the
acquisition date, measured at their fair values as of that date, with limited
exceptions. This replaces SFAS 141’s cost-allocation process, which required the
cost of an acquisition to be allocated to the individual assets acquired and
liabilities assumed based on their estimated fair values. SFAS 141R also
requires the acquirer in a business combination achieved in stages (sometimes
referred to as a step acquisition) to recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values (or other amounts determined in accordance with
SFAS 141R. SFAS 141R applies prospectively to business combinations for which
the acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. Early adoption is prohibited.
The Company is currently evaluating the impact that adopting SFAS 141R will have
on its consolidated financial statements.
 
 -9-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 In February 2008, the FASB issued FASB
Staff Position No. 157-1 ("FSP 157-1"),Application of FASB
Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements
That Address Fair Value Measurements for Purposes of Lease Classification or
Measurement under Statement 13. FSP 157-1 indicates that it does not
apply under FASBStatement
No. 13 (“SFAS 13”),Accounting for
Leases,and other accounting pronouncements
that address fair value measurements for purposes of lease classification or
measurement under SFAS 13. This scope exception does not apply to assets
acquired and liabilities assumed in a business combination that are required to
be measured at fair value under SFAS No. 141 or SFAS No. 141R, regardless of
whether those assets and liabilities are related to leases.
 
 Also in February 2008, the FASB issued
FASB Staff Position No. 157-2 ("FSP 157-2"),Effective Date of
FASB Statement No. 157.With the issuance of FSP 157-2, the
FASB agreed to: (a) defer the effective date in SFAS No. 157 for one year for
certain nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually), and (b) remove certain leasing transactions from the
scope of SFAS No. 157. The deferral is intended to provide the FASB time to
consider the effect of certain implementation issues that have arisen from the
application of SFAS No. 157 to these assets and liabilities.
 
 In March
2008, the FASB issued SFAS No. 161 (“SFAS 161”), Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No.
133, which changes the disclosure requirements for derivative instruments
and hedging activities. Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS No. 133 and
its related interpretations, and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance and
cash flows. SFAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008. The Company has not
yet determined the impact that the application of SFAS 161 will have on its
consolidated financial statements.
 
 In May
2008, the FASB issued SFAS No. 162 (“SFAS 162”), The Hierarchy of Generally Accepted
Accounting Principles. SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (“GAAP”)
in the United States (the “GAAP hierarchy”). The Company does not expect the
adoption of SFAS 162 will not have a material impact on the Company’s
consolidated financial statements.
 
 -10-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 In May
2008, the FASB issued SFAS No. 163 (“SFAS 163”), Accounting for Financial Guarantee
Insurance Contracts, an interpretation of FASB Statement No. 60. The
scope of SFAS 163 is limited to financial guarantee insurance (and reinsurance)
contracts, as described in SFAS 163, issued by enterprises included within the
scope of SFAS No. 60. Accordingly, SFAS 163 does not apply to financial
guarantee contracts issued by enterprises excluded from the scope of SFAS No. 60
or to some insurance contracts that seem similar to financial guarantee
insurance contracts issued by insurance enterprises (such as mortgage guaranty
insurance or credit insurance on trade receivables). SFAS No. 163 also does not
apply to financial guarantee insurance contracts that are derivative instruments
included within the scope of SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. The Company does not expect the
application of SFAS 163 will have a material impact on the Company’s
consolidated financial statements.
 
 In May2008, the FASB issued FASB Staff
Position No. APB 14-1 ("FSP APB 14-1"),Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement).FSP APB 14-1 clarifies that convertible
debt instruments that may be settled in cash upon conversion (including partial
cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14,Accounting for
Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, FSP APB 14-1 specifies
that issuers of such instruments should separately account for the liability and
equity components in a manner that will reflect the entity's nonconvertible debt
borrowing rate when interest cost is recognized in subsequent periods. FSP
APB14-1 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those fiscal years. The
Company is currently evaluating the impact that FSP APB 14-1 will have on its
consolidated results of operations or consolidated financial
position
 
 In June
2008, the FASB issued Emerging Issues Task Force (“EITF”) Issue 07-5 (“EITF No.
07-5”) Determining whether an
Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.
EITF No. 07-5 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. Early application is not permitted. Paragraph 11(a) of SFAS No. 133,
Accounting for Derivatives and
Hedging Activities, specifies that a contract that would otherwise meet
the definition of a derivative but is both (a) indexed to the company’s own
stock and (b) classified in stockholders’ equity in the statement of
financial position would not be considered a derivative financial instrument.
EITF No.07-5 provides a new two-step model to be applied in determining whether
a financial instrument or an embedded feature is indexed to an issuer’s own
stock and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope
exception. Management is currently evaluating the impact of adoption of EITF No.
07-5 on the accounting for the convertible notes and related warrants
transactions.
 
 -11-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 In June
2008, FASB issued EITF Issue No. 08-4 (“EITF No. 08-4”), Transition Guidance for Conforming
Changes to Issue No. 98-5. The objective of EITF No.08-4 is to
provide transition guidance for conforming changes made to EITF No. 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, that result from EITF No. 00-27, Application of Issue No. 98-5 to
Certain Convertible Instruments, and SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This
Issue is effective for financial statements issued for fiscal years ending after
December 15, 2008. Early application is permitted. The Company’s management
is currently evaluating the impact of adoption of EITF No. 07-5 on the
accounting for the convertible notes and related warrants
transactions.
 
 On
October 10, 2008, the FASB issued FSP 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active, which
clarifies the application of SFAS 157 in a market that is not active and
provides an example to illustrate key considerations in determining the fair
value of a financial asset when the market for that financial asset is not
active. FSP 157-3 became effective on October 10, 2008, and its adoption did not
have a material impact on the Company’s consolidated financial position or
results of operations for the quarter ended September 30, 2008.
 
 l.
                Property and
      equipment – Property and equipment is stated at cost and is
      depreciated using the straight-line method over their estimated useful
      lives.  Major renewals are charged to the property and equipment
      accounts while replacements, maintenance and repairs, which do not improve
      or extend the respective lives of the assets, are expensed
      currently.  The estimated useful lives of property and equipment
      are as follows:
 
 Useful
      livesExploration
      equipment
                  
                  5
      yearsOffice
      equipment
                  
                  5
      yearsVehicles
                  
                  5
      years
 
 m.
                Impairment for long
      lived assets – SFAS No. 144 (“SFAS 144”), Accounting for the Impairment
      or Disposal of Long−Lived Assets requires that long−lived assets to
      be disposed of by sale, including those of discontinued operations, be
      measured at the lower of carrying amount or fair value, less cost to sell,
      whether reported in continuing operations or in discontinued operations.
      SFAS 144 broadens the reporting of discontinued operations to include all
      components of an entity with operations that can be distinguished from the
      rest of the entity and that will be eliminated from the ongoing operations
      of the entity in a disposal transaction. SFAS 144 also establishes a
      "primary−asset" approach to determine the cash flow estimation period for
      a group of assets and liabilities that represents the unit of accounting
      for a long−lived asset to be held and used. The Company determined that no
      impairment issues exist as of September 30,
  2008.
 
 n.
                Foreign currency
      translation – The reporting currency of the Company is the US
      dollar.  Dongxing and Tianjin use their local currency, the
      Chinese Renminbi (“RMB”), as their functional currency. Results of
      operations and cash flows are translated at average exchange rates during
      the period, assets and liabilities are translated at the unified exchange
      rate as quoted by the People’s Bank of China at the end of the period, and
      equity is translated at the historical exchange
  rates.
  -12-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 Translation
      adjustments amounted to $58,591 gain as of September 30, 2008. Asset and
      liability accounts at September 30, 2008, were translated at 6.84 RMB to
      $1.00. Equity accounts were stated at their historical rate. The average
      translation rates applied to income statement accounts and cash flows for
      the nine months ended September 30, 2008 and 2007, and from inception
      (March 1, 2006) to September 30, 2008 were 6.97 RMB, 7.65 RMB and 7.51 RMB
      to $1.00, respectively. In accordance with SFAS No. 95, Statement of Cash
      Flows, cash flows from the Company's operations is calculated based
      upon the local currencies using the average translation rates. Because
      cash flows are translated at average translation rates for the period,
      amounts reported on the consolidated statements of cash flows will not
      necessarily agree with changes in the corresponding balances on the
      consolidated balance sheet.
 
 Transaction
      gains and losses that arise from exchange rate fluctuations on
      transactions denominated in a currency other than the functional currency
      are included in the results of operations as
  incurred.
 
 2.
                Going
      Concern
 
 The
Company is an exploration stage company and therefore has had no revenues or
cash flows from operations. The Company has an accumulated deficit of
approximately $17.0 million as of September 30, 2008 and has insufficient
sources of cash to execute its business plan, raising substantial doubt about
its ability to continue as a going concern. In response to these conditions,
management is continuing to seek both debt and equity financing from various
sources, although there are no guarantees that they will be successful in their
endeavors. No adjustment has been made to the accompanying financial statements
as a result of this uncertainty.
 
 3.
                Restatement –
      Conversion of Promissory Note, Issuance of Common Stock,
      Litigation      and Partial Recovery of
      Common Stock Shares issued
 
 As
discussed in the Company’s Report on Form 8-K filed on April 22, 2009, the
Company has concluded, based on further review, that it should restate the
accounting for the issuance of 7,925,000 shares of its common stock under
agreements entered into on April 1, 2007 for the conversion of a promissory
note, previously issued by the Company and discussed below.  The
transaction was previously reported as the conversion of the outstanding balance
of the promissory note, including accrued interest, of $106,071, at that
carrying value, into 7,925,000 shares of the Company’s common stock,
representing a conversion price of $0.013 per share.  The Company has
concluded that the accounting for the transaction should have been recorded at
the fair value of the common stock issued and the Company should have recognized
the value of services that, at that time, the Company expected to receive from
the holders of the promissory note.  The Company has not received the
services that it expected to receive and on December 23, 2008, the Company filed
suit in the Supreme Court of the State of New York, seeking return of the shares
issued and other relief.  On February 11, 2009, the Company entered
into a Settlement Agreement of that suit, as a result of which a total of
3,308,333 of the 7,925,000 shares originally issued will be returned to the
Company or otherwise cancelled and the Company will make payments aggregating
$63,230 to the defendants, as more fully discussed below.  Reflecting
the terms of the Settlement Agreement, the Company has restated its financial
statements to record the shares issued at their estimated fair value and to
recognize a loss of $2,205,492 as of April 1, 2007, the date of the agreements
under which the shares were issued, as discussed below.
 
 -13-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 On
February 14, 2001, the Company (which was then known as ObjectSoft Corporation)
executed the promissory note (the “Note”) in the amount of $100,000 to Jay N.
Goldberg (the “Original Holder”). The Note, which was due on March 16, 2001 (the
“Maturity Date”), accrued interest at 12% per annum and, in the event of
default, accrued interest at 20% per annum. The principal plus all accrued and
unpaid interest was payable in cash on the Maturity Date or, at the option of
the holder, was convertible into equity securities of the Company to be issued
to certain institutional investors in a proposed private placement expected to
be completed at or prior to the Maturity Date.
 
 On May
30, 2001, the Company and the Original Holder executed an Allonge and Amendment
to Promissory Note, amending the Maturity Date to December 31,
2001.  The Original Holder also waived any Events of Default that may
have occurred and agreed to cooperate with the Company in a potential
restructuring of the Company or other transaction pursuant to which the terms of
the Note may be restructured.  This restructuring was
unsuccessful.  In July 2001, ObjectSoft filed a Bankruptcy Petition in
the Bankruptcy Court for the District of New Jersey and, in November of 2004,
emerged from the Bankruptcy filing with no assets and a single liability for the
principal amount of the Note of $100,000.  None of our present
officers, directors or employees were associated with us at the time of, or
involved in any way in, the bankruptcy proceeding.
 
 On
November 16, 2004, the Original Holder executed an “Assignment and Endorsement
of Note” and assigned all of the Original Holder’s right, title and interest in
and to the Note, to Securities Acquisition New York, LLC
(“SANY”).   Prior to June 2006, with the agreement of the then
management of the Company, SANY converted $32,300 of the principal amount of the
Note into 807,500 shares of common stock of the Company (as adjusted for
subsequent stock splits), at an effective conversion price of $0.04 per
share.  On October 26, 2006, SANY executed an “Agreement of Assignment
of Note” and assigned all of their right, title and interest in and to the Note
to West Greenwood Foundation (“WGF”).   On the date of
assignment, the principal balance was $67,700 and the amount of accrued interest
was $28,170.
 
 -14-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 As
described in Note 7a, the Company previously entered into consulting agreements
with Saddle River Associates (“SRA”) for general business consulting and
financial advisory services.  SRA introduced the Company to Xacord
Corporation (as ObjectSoft was then known), which entity had originally issued
the Note and with whom we completed the reverse triangular merger on February
20, 2007 (see Note 1a).  In addition, SRA advised the Company of the
opportunity to invest in the Exploration and Development Agreement with
Bellhaven Copper & Gold, Inc., which Agreement is described in Note
5.
 
 Following
our reverse triangular merger on February 20, 2007 (see Note 1a), on April 1,
2007, WGF and various entities and individuals (“designees”), which designees
simultaneously purchased various interests in the Note from WGF, requested to
convert the outstanding balance of the Note of $106,071 ($67,700 of principle
and $38,371 of accrued interest) into 7,925,000 shares of our common stock,
representing a conversion rate of approximately $0.013 per share.  The
Company was advised by SRA that these designees would be able to provide the
Company with expertise and assistance to further the development of the
Company’s Panamanian Exploration and Development Agreement with
Bellhaven.  Consequently, the Company agreed to the conversion and the
Note was cancelled.
 
 Over
time, the Company has become aware that the designees did not possess the
expertise necessary to provide the services that the Company expected that it
would receive to assist it with its Panamanian operations.   On
December 23, 2008, the Company filed suit in the Supreme Court of the State of
New York, against SRA, WGF and the designees, seeking return of the shares
issued for conversion of the Note and other relief.  The written
agreements related to conversion of the Note did not refer to the provision of
any services by the holders of the Note and the defendants asserted that no such
agreement related to future services existed.  Notwithstanding that
assertion, the defendants agreed to return a portion of the shares issued and on
February 11, 2009, the Company entered into a Settlement Agreement with the
defendants.  The Company concluded that it was in its best interests
to accept the terms of the Settlement Agreement, rather than continue to
litigate the matter.  As a result of the Settlement Agreement, of the
7,925,000 shares originally issued, 1,000,000 shares will be cancelled and a
further 2,308,333 shares (one-third of the remaining shares issued of 6,925,000)
will be returned to the Company.  The Company will make payments
aggregating $63,230 to the defendants, representing (1) payment of principal and
interest on the Note from April 2007 to the date of the Settlement Agreement for
that portion of the Note for which shares are being returned and (2) outstanding
consulting fees due to SRA of $25,000.
 
 -15-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 The
Company originally accounted for the conversion of the Note based on the written
terms of the agreements with WGF and the designees and recorded the common
shares issued at the carrying amount of the note.  However, to reflect
the company’s expectation that it would also receive future services in addition
to the conversion of the Note, the 7,925,000 shares issued should have been
recorded at their fair value.  On April 1, 2007, the closing price of
the Company’s common stock was $2.50 per share.  Although the
Company’s common stock is publically traded, the trading volume is small; during
the two year period ended December 31, 2007, the total trading volume of our
common stock was less than 250,000 shares.  In various private
placements of the Company’s common stock that occurred between April 2006 and
October 2007, the Company sold an aggregate of 12,819,000 shares of its common
stock for cash, each placement at a price of $0.50 per share.  Because
the 7,925,000 shares issued represents a number of shares substantially in
excess of the Company’s historical trading volume, the Company believes that the
price of $0.50 per share at which it has effected private placements is a more
reasonable estimate of fair value for the 7,925,000 shares issued than the
quoted market price. Accordingly, the Company has restated its financial
statements for the period ended June 30, 2007 and all subsequent periods to
reflect the April 2007 issuance of the 7,925,000 shares at a fair value of $0.50
per share or an aggregate of $3,962,500.
 
 As
discussed above, the written terms of the Note provide for conversion only if a
private placement was completed at or prior to maturity of the Note on December
31, 2001.  The Note bears interest at 12% and accordingly the carrying
value of the Note together with accrued interest at the date of conversion is
considered to be a reasonable approximation of the fair value of the Note as of
that date.  In relation to the services that the Company expected to
receive from the designees, EITF Issue 96-18 provides that the fair value of
shares issued to non-employees for services to be performed should be determined
as of the earlier of the date at which a commitment for performance by the
counterparty to earn the shares is reached or the date at which their
performance is complete.  EITF Issue 00-18 further provides that where
there are no specific performance criteria required by the recipient in order to
retain the shares issued, a measurement date has been reached and the shares
should be valued as of the date of the agreement.  The Company
expected that the designees would provide their services over the multi-year
life of the Company’s Panamanian operations but no specific performance criteria
were established.  Accordingly, the Company has valued the services it
expected to receive based on the fair value of the common shares at the time
they were issued, which as discussed above has been estimated at $0.50 per
share.  The difference of $3,856,429 between the fair value of the
shares issued of $3,962,500 and the carrying value of the Note at the date of
conversion of $106,071, which carrying value is considered to be a reasonable
approximation of its fair value at that date, has been allocated as the value of
the services the Company expected to receive.
 
 The
Company has not received the services that it expected to receive when the
shares were issued and as a result of the Settlement Agreement, the Company has
recorded a loss of $2,205,492 as of April 1, 2007, reflecting the fair value of
the shares that will not be returned to the Company or cancelled as a result of
the Settlement Agreement, together with the amounts to be paid by the Company
under the Settlement Agreement, offset by $60,000 previously recorded by the
Company for amounts outstanding under the Company’s previous consulting
agreements with SRA.  At June 30, 2007, the value of the shares issued
on April 1, 2007 but subsequently cancelled or returned to the Company as a
result of the Settlement Agreement have been recorded as
contra-equity.  The affect of restatement of the Company’s financial
statements as of September 30, 2007 as described above was as
follows:
 
 
 Nine
      Months Ended
                          September
      30, 2007
                        
                        
                        From
      inception (March 1, 2006) to September 30, 2008As
      Previously
                          Reported
                        
                        
                        As
      Restated
                        
                        
                        As
      Previously
                          Reported
                        
                        
                        As
      RestatedLoss
      from expected services not received
                        
                        
                        -
                        
                        
                        $
                        2,205,492
                        
                        
                        
                        -
                        
                        
                        $
                        2,205,492Loss
      from operations
                        
                        $
                        (3,772,811
                        )
                        
                        $
                        (5,978,303
                        )
                        
                        $
                        (14,075,536
                        )
                        
                        $
                        (16,281,028
                        )Loss
      before provision for income taxes
                        
                        
                        (3,830,898
                        )
                        
                        
                        (6,036,390
                        )
                        
                        
                        (14,755,716
                        )
                        
                        
                        (16,961,208
                        )Net
      loss
                        
                        $
                        (3,830,898
                        )
                        
                        $
                        (6,036,390
                        )
                        
                        $
                        (14,755,716
                        )
                        
                        $
                        (16,961,208
                        )Comprehensive
      loss
                        
                        $
                        (3,822,798
                        
                        
                        $
                        (6,028,290
                        )
                        
                        $
                        (14,697,125
                        )
                        
                        $
                        (16,902,617
                        )Net
      loss per share
                        
                        $
                        (0.11
                        )
                        
                        $
                        (0.18
                        )September
      30, 2007
                        
                        
                        December
      31, 2007(Restated)Shareholders’
      Equity
                        
                        $
                        3,809,037
                        
                        
                        $
                        3,805,807
                        
                        
                        $
                        3,185,944
                        
                        
                        $
                        3,182,714
  -16-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 
 4.
                Property and
      Equipment
 
 Property
and equipment consist of the following at September 30, 2008 and December 31,
2007:
 
 September
      30, 2008
                        
                        
                        December
      31, 2007Exploration
      equipment
                        
                        $
                        -
                        
                        
                        $
                        17,110Office
      equipment
                        
                        
                        28,727
                        
                        
                        
                        4,843Vehicles
                        
                        
                        -
                        
                        
                        
                        28,352Total
                        
                        
                        28,727
                        
                        
                        
                        50,305Less:
      accumulated depreciation
                        
                        
                        994
                        
                        
                        
                        9,588Property
      and equipment, net
                        
                        $
                        27,733
                        
                        
                        $
                        40,717
 
 Depreciation
expenses amounted to $43,221, $7,488 and $52,568 for the nine months ended
September 30, 2008 and 2007, and for the period from inception (March 1, 2006)
through September 30, 2008, respectively.
 
 5.
                Long term
      investment
 
 Cuprum
Resources Corp. (“Cuprum”) – In March 2007, the Company, Bellhaven Copper &
Gold, Inc. (“Bellhaven”) and Cuprum entered into an Exploration Development
Agreement (“Agreement”). The Agreement grants the Company an option to acquire
up to 75% of the authorized and outstanding stock of Cuprum, the holder of a
Mineral Concession from Panama on a copper prospect located in Panama. The
Agreement calls for the Company to pay Cuprum or Bellhaven $2,000,000 in annual
installments of $500,000 each beginning in March 2007, issue Bellhaven 4,000,000
shares of the Company’s common stock under an escrow agreement and further cash
investments totaling $15,000,000 to be used in exploration and development work
on the copper prospect underlying Cuprum’s Mineral Concession. Currently, the
Company owns less than 20% of Cuprum and therefore, has recorded this investment
under the cost method of accounting for investments. As of September 30, 2008,
the Company has made its first two cash installment payments of $500,000,
invested another $3,874,528 which was used for exploration and development work,
and issued 2,666,667 shares of common stock at $0.50 per share or $1,333,334.
Accordingly, the Company recorded $6,207,862 as investments in the accompanying
balance sheet which includes the $3,874,528 incurred in exploration and
development work. The exploration and development work is made up of the project
costs for the period. The project costs include drilling, general geology, camp,
mobilization, geophysics, land administration, assays and shipping, helicopter,
office and management expenses. The costs have been capitalized by the Company
as part of the Company’s acquisition of the 75% stake in Cuprum, as per the
Agreement. Another 1,333,333 shares of common stock has been placed into escrow
and are recorded as shares in escrow until such time as the shares are released
at which time the Company will reflect an increase to both the investment and
equity.
 
 Zhaoyuan
      Dongxing Gold Mining Co., Ltd. (“Zhaoyuan Dongxing”) – The Company entered
      into a joint venture agreement with Zhaoyuan Dongxing Gold Mining Co.,
      Ltd. (“Dongxing”) to conduct gold mining activities in the PRC. The
      agreement calls for a total capital contribution of $500,000 from the
      Company. Dongxing will contribute various mining licenses and other assets
      such as instruments and equipment. The Company will receive a 50% equity
      stake in the joint venture in exchange for its $500,000 contribution.
      Dongxing will receive the remaining 50% stake in the joint venture in
      exchange for its contribution of mining licenses and other assets. The
      amount was due and payable when Dongxing acquired the required business
      license approvals in PRC. On December 20, 2006, the joint venture company,
      Zhaoyuan Dongxing, was approved by the Chinese government and the business
      license was granted on December 21, 2006.  The Company has
      contributed the full $500,000 capital contribution as per the joint
      venture agreement.  The Company consolidates the financial
      statements of Zhaoyuan Dongxing into its financial statements because the
      Company exercises control over the Zhaoyuan Dongxing through its 50%
      ownership; additionally, the Company has the right to appoint three of the
      five board of director members and has control over the selection of key
      management personnel.
  -17-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  Empire
      (Tianjin) Resources Co., Ltd. (“Tianjin”) – In November 2006, the Company
      and Tianjin Institute of Geology and Mineral Resources (“TIGMR”) signed a
      cooperative joint venture agreement to form Tianjin. The purpose of the
      joint venture is to engage in the exploration and development of gold and
      other mineral products in PRC. The agreement calls for a $1,000,000 total
      capital contribution. The Company obtained a 70% equity stake in the joint
      venture in exchange for $1,000,000. The $1,000,000 contribution is
      required to be paid in installments after the approval by the Chinese
      government. The approval and the business license were received on April
      12, 2007. The Company’s made the first two installment payments of
      $200,000 on July 5, 2007 and $300,000 on September 5, 2007, and was
      required to make a third installment of $500,000 on or before May 30,
      2008. TIGMR was required to contribute mining licenses and mineral data to
      the joint venture for the remaining 30% interest per Amendment Number 2,
      by May 30, 2008. As of September 30, 2008, TIGMR had not transferred the
      licenses and therefore the Company did not transfer the third installment
      into Tianjin.  The Company and TIGMR are currently negotiating
      an extension for the transfer of the licenses.  The term of the
      joint venture is 30 years beginning on April 12, 2007, the date the
      business license was issued. The Company has consolidated the financial
      statements of the joint venture into the its financial statements as the
      Company exercise control over the joint venture by its 70% of
      ownership.
 
 6.
                Convertible Note
      Payable and Short Term Loan
 
 a.
                In
      February 2001, the Company executed a Promissory Note (“Promissory Note”)
      in the amount of $100,000 to Jay N. Goldberg (“Holder”).  See
      Note 3 for further discussion on this
Note.
 
 b.
                On
      June 25, 2007, the Company executed a Convertible Promissory Note
      (“Convertible Promissory Note”) in the amount of $300,000.  The
      Convertible Promissory Note was payable in 90 days, bearing a total of
      $26,000 interest during the term of the note.  The Company also
      incurred additional fees associated with the Convertible Promissory Note
      in the amount of $34,000 and warrants to purchase 300,000 shares of the
      Company’s common stock at an exercise price of $1.00 for a two-year term.
      This note is secured by 600,000 shares of the Company’s common stock, and
      the Company’s interest in income generated from the operations and sales
      of certain identified exploration / mining leases in Panama and PRC. The
      Holder of the Convertible Promissory Note may at any time convert the
      principal amount for shares of the Company’s common stock at a rate of
      $1.00 per share.  On September 19, 2007, the Company and the
      Holder executed an Amendment to the note. Pursuant to the amended
      agreement, the maturity date was extended to December 15, 2007. In
      addition, the warrant granted to the Holder to purchase 300,000 shares of
      common stock at $1.00 for a two-year term was canceled and new warrant was
      granted to the Holder to purchase 300,000 shares of common stock at $0.65
      for a two-year term. On December 15, 2007, the Company and the Holder
      executed Amendment 2 to Convertible Promissory Note (“Amendment 2”).
      Pursuant to Amendment 2, the interest rate became 9% and the maturity date
      was extended to May 31, 2008. Additionally, the Company issued the Holder
      600,000 shares of common stock at $0.65 per share.  On January
      28, 2008, the Company repaid $100,000 of the principal.  On July
      16, 2008, the Company paid the remaining principal balance of $200,000
      plus an additional amount of $69,000, however, the 200,000 shares of
      common stock relating to late fees pursuant to the Amendment has not been
      issued as of September 30, 2008.
  -18-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  c.
                On
      June 26, 2007, the Company executed another Convertible Promissory Note in
      the amount of $300,000. The Company received $150,000 which represents the
      first half of the proceeds on the same date and the remaining $150,000 in
      July 2007. This note is payable in 120 days and bears a total of $15,000
      interest during the term of the note.  The Company also incurred
      additional fees associated with the note in the amount of $15,000 and
      100,000 shares of the Company’s common stock. The note is secured by
      600,000 shares of the Company’s common stock, and the Company’s interest
      in income generated from the operations and sales of certain identified
      exploration / mining leases in Panama and China. The Holder of the note
      may at any time convert the principal amount for shares of the Company’s
      common stock at a rate of $1.00 per share. On October 29, 2007, the
      Company repaid the entire principal in cash to the Note Holder. On October
      30, 2007, the Company paid the Note Holder $15,000, which represented the
      additional fees incurred in connection with the
  note.
 
 d.
                On
      July 2, 2007, the Company executed a Convertible Promissory Note in the
      amount of $500,000.  This note is payable in 90 days and bears a
      total of $25,000 interest during the term of the note.  The
      Company also incurred additional fees associated with the note in the
      amount of $25,000 and 100,000 shares of the Company’s common
      stock.  The holder of the note may at any time convert the
      principal amount for shares of the Company’s common stock at a rate of
      $1.00 per share. On July 5, 2007, the Company paid the interest and
      additional fees and issued 100,000 shares of common stock to the holder
      pursuant to the note. On September 19, 2007, the Company repaid the entire
      principal by issuing 1,000,000 Special Warrants to the Note
      Holder.
 
 e.
                On
      January 22, 2008, the Company executed a Convertible Promissory Note in
      the amount of $350,000.  This note is payable in 30 days and
      bears interest at a rate of 6% per annum.  The Company also
      incurred additional fees associated with the note in the amount of
      $33,000.  The Holder may at any time convert the principal
      amount for shares of the Company’s common stock at a rate of $1.00 per
      share.  On February 22, 2008, the Company and the Holder
      executed an Amendment to the note (“Amendment”). Pursuant to the
      Amendment, the maturity date was extended to May 31, 2008 (“Amended
      Maturity Date”), bearing interest at a rate of 6% per annum.  On
      April 25, 2008, the Company and the Holder executed Amendment No. 2 to the
      note (“Amendment 2”). Pursuant to Amendment 2, the maturity date was
      extended to July 31, 2008 (“Amended Maturity Date 2”), bearing interest at
      a rate of 6% annum.  The Company also incurred additional fees
      associated with Amendment 2 in the amount 250,000 shares of the Company’s
      common stock, which approximated $125,000.  On July 22, 2008,
      the Company paid the full amount of principal to the Note Holder to
      satisfy the note.
  -19-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  f.
                Loan
      Payable – On March 10, 2008, the Company entered into a Loan Agreement in
      the amount of $1,650,000 with Balstone Investments Ltd.  The
      loan bears interest at a rate of 3-monthly LIBOR (approximately 4.6% at
      March 10, 2008) plus 1% and is payable in full on September 11,
      2008.  As security for the prompt and complete payment of the
      loan, a personal guarantee was granted by the Chief Executive Officer of
      the Company including a share charge over the Chief Executive Officer’s
      entire shareholding in the Company. On July 28, 2008, the Company paid the
      full balance of the loan and interest due to Balstone Investments
      Ltd.
 
 Total
      interest expense for the above convertible notes payable and short term
      loans for the three months ended September 30, 2008 and 2007, and for the
      nine months ended September 30, 2008 and 2007, and from inception (March
      1, 2006) to September 30, 2008 amounted to $35,772 and $0, $158,130 and
      $0, and $285,180, respectively.
 
 7.
                Related Party
      Transactions
 
 a.
                Saddle
      River Associates – The Company entered into three agreements with Saddle
      River Associates (“SRA”), a shareholder in the Company. The first
      transaction dated March 26, 2006 relates to a one year Advisory Agreement
      in which SRA will provide consulting services related to locating and
      evaluating financing alternatives, corporate structuring and other
      business issues for $15,000 per month. The agreement automatically renews
      annually, unless either party gives 90 days notice to terminate. The
      Company did not pay any amounts to SRA for the nine months ended September
      30, 2008, however certain amounts were paid in cash in accordance with the
      agreement through to November 2007. On April 15, 2008 the Company canceled
      the agreement.
 
 The
      second agreement, an Acquisition Services Agreement, dated April 9, 2006
      amended on December 15, 2006 and June 1, 2007, relates to additional
      consulting services whereby SRA will identify and introduce prospective
      merger entities and will assist the Company with the business aspects of
      the transaction.  Pursuant to this agreement, SRA introduced the
      Company to Xacord; SRA had no relationship to Xacord prior to identifying
      and introducing them to the Company as a potential merger partner. The
      Company paid SRA $250,000 upon signing the agreement and a total of
      $550,000 which represents payment in full for the services as per the
      agreement. The related expense is included in the accompanying
      consolidated statement of operations. The Company was also required to
      issue 500,000 warrants when and if the Company obtained at least
      $3,000,000 in financing and for each $1,000,000 in financing received over
      $3,000,000, the Company was to issue an additional 100,000 warrants up to
      a total of 1,000,000 warrants. The warrants were to have a 5 year life,
      would vest upon grant, and would be exercisable at $0.50 per share. The
      warrants were canceled pursuant to Amendment Number 2, executed on June 1,
      2007.
 
 Additionally,
the Company entered into a third agreement with SRA in October 2006. The
agreement called for consulting services to the Company on a month to month
basis, for $5,000 per month, prior to the merger between the Company and its
subsidiary. This agreement was terminated on the date of the merger, February
21, 2007.
  -20-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  b.
                Chief
      Financial Officer – The Company’s Chief Financial Officer (“CFO”) provided
      consulting services to the Company prior to the merger to assist in merger
      preparations at $5,000 per month on a month to month basis beginning in
      November 2006 through February 21, 2007. As of April 1, 2007, the CFO
      resumed providing consulting services to the Company at $8,000 per month
      on a month to month basis. The services provided include the day to day
      financial management of the company and any other functions related to the
      financial operations of the
Company.
 
 On June
18, 2007, the Company and the CFO entered into a Stock Repurchase Agreement in
which the Company repurchased from the CFO, 100 shares of the Company’s
outstanding Series I Preferred Stock (“Preferred Shares”) held by the CFO for
$10,000.
 
 c.
                Euro
      Centro Consulting Corp. – The Company entered into 2 agreements with Euro
      Centro Consulting Corp. (“Euro”), as shareholder in the Company. For the
      first transaction dated July 15, 2007, the Company and Euro entered into a
      consulting agreement. Pursuant to the agreement, the Company received
      one-time referral services from Euro in exchange for a cash fee of $50,000
      and 100,000 shares of common stock. The shares were valued at $0.50 per
      share, for a total amount of $50,000, which was expensed for the year
      ended December 31, 2007.
 
 Under the
terms of the second transaction dated November 2, 2007, the Company received a
one-time referral services from Euro in exchange for a cash fee of $50,000 and
10,000 shares of common stock. The shares were valued at $0.50 per share, for a
total amount of $5,000 which was expensed for the year ended December 31,
2007.
 
 8.
                Shareholders’
      equity
 
 The
Company is authorized to issue 705,000,000 shares: 700,000,000 shares of $0.0001
par value common stock and 5,000,000 shares of $0.0001 par value preferred
stock. As of September 30, 2008, the Company has 72,902,928 of Common Stock
outstanding, including 1,333,333 shares held in escrow.
 
 a.
                Effective
      August 11, 2006, the Company amended the Articles of Incorporation as
      follows: Each twenty (20) shares of Common Stock then issued was
      automatically combined into one share of Common Stock of the Company
      (“20-1 reverse split”).  No fractional shares or scrip
      representing fractions of a share were issued, but in lieu thereof, each
      fraction of a share that any stockholder would otherwise be entitled to
      receive was rounded up to the nearest whole share.  As a result
      of the 20-1 reverse split, the issued number of shares of Common Stock was
      reduced by 88,377,055, from 93,028,479 shares of Common Stock issued prior
      to the 20-1 reverse split to 4,651,424 shares of Common Stock issued
      subsequent to the 20-1 reverse split.  The rounding of
      fractional shares to the nearest whole share resulted in an additional 661
      shares being issued to stockholders who would have been entitled to
      receive a fraction of a share.  The total number of shares of
      Common Stock issued after the issuance of the rounding of fractional
      shares was 4,652,085.
  -21-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  b.
                Effective
      January 22, 2007, the Company amended the Articles of Incorporation as
      follows: Each twenty (20) shares of Common Stock then issued was
      automatically combined into one share of Common Stock of the Company
      (“20-1 reverse split”). No fractional shares or scrip representing
      fractions of a share were issued, but in lieu thereof, each fraction of a
      share that any stockholder would otherwise be entitled to receive was
      rounded up to the nearest whole share.  As a result of the 20-1
      reverse split, the issued number of shares of Common Stock was reduced by
      4,419,481, from 4,652,085 to 232,604 shares of Common Stock. The rounding
      of fractional shares to the nearest whole share resulted in an additional
      248 shares being issued to stockholders who would have been entitled to
      receive a fraction of a share.  The total number of shares of
      Common Stock issued after the issuance of the rounding of fractional
      shares was 232,852.
 
 c.
                On
      February 20, 2007, the Company issued 26,504,000 shares of its common
      stock for 26,504,000 shares of common stock representing all of the
      outstanding stock of its subsidiary pursuant to the triangular merger
      accounted for as a reverse merger and recapitalization. Additionally, all
      warrants issued by the subsidiary and outstanding as of February 20, 2007
      were exchanged for warrants in the Company.  Prior to the
      merger, the Subsidiary had entered into several agreements which accounted
      for the shares of common stock
outstanding:
 
 (1)
      Upon the formation of the Subsidiary, the founding shareholders received
      6,460,000 shares of common stock for $6,460. During the quarter ended
      March 31, 2008, the Company received $4,900 as payment for the shares.
      Therefore, subscriptions receivable totaled $1,560 at September 30,
      2008.
 
 (2)
      On March 29, 2006, the Subsidiary issued to management and key consultants
      8,500,000 shares for services valued at $76,500 and cash of $8,500,
      totaling $0.01 per share. As of March 31, 2007, the Subsidiary had
      received $8,500 in cash for payment. The Subsidiary recorded $76,500 of
      consulting expense during the year ended December 31,
      2006.  Additionally, the Subsidiary issued warrants to purchase
      up to a total of 5,970,000 to management and consultants. The warrants
      were vested upon grant, have a 3 year life, and are exercisable at $0.10
      per share. Warrants to purchase up to 3,500,000 shares of common stock
      issued to management contained a cashless exercise provision. The warrants
      were valued at $197,587 using the Black-Scholes option pricing model,
      using a volatility rate of 62% based on the volatility of a publicly
      traded exploration stage company in a similar stage of development, and a
      risk free rate of 4.79%. The Subsidiary recognized $197,587 of
      compensation expense during the year ended December 31,
      2006.  As of September 30, 2008, warrants with options to
      purchase a total of 450,000 were exercised for cash.  The
      Subsidiary received $45,000 in cash for the exercise of the
      warrants.  Warrants with options to purchase a total of up to
      2,000,000 were exercised utilizing the cashless exercise provision. A
      total of 1,600,000 shares of common stock were issued to management in the
      transaction. Two warrants to purchase a total of up to 3,500,000 shares of
      common stock were canceled pursuant to an Agreement for Cancellation of
      Warrants entered into by and between the
  parties.
  -22-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  (3)
      During the period from April 2006 through February 19, 2007, the
      Subsidiary sold 7,499,000 shares of common stock at a price of $0.50 per
      share for cash totaling $3,749,500.
 
 (4)
      During the year ended December 31, 2007, the Subsidiary issued 2,299,000
      shares of its common stock to various individuals and entities in exchange
      for consulting services to the Subsidiary. The Company recorded consulting
      expenses in the amount of $1,079,979 in the accompanying consolidated
      statement of operations and $69,521 prepaid for consulting services for
      the year ended December 31, 2007.
 
 (5)
      On February 19, 2007, the Subsidiary issued to its President and Chief
      Executive Officer, 1,500,000 shares of common stock as a bonus for his
      services to the Subsidiary and as incentive compensation for future
      services.  The Company recorded consulting expenses in the
      amount of $750,000 in the accompanying consolidated statement of
      operations for the year ended December 31,
2007.
 
 d.
                On
      March 9, 2007, the Company issued 4,000,000 shares of Common Stock to
      Bellhaven Gold & Copper, Inc. (“Bellhaven”) as part of an Exploration
      Development Agreement (“agreement”) entered into by and between the
      Company, Bellhaven and its wholly-owned subsidiary, Cuprum Resources Corp
      (“Cuprum”).  The agreement grants the Company an option to
      acquire up to 75% of the authorized and outstanding stock of Cuprum, the
      holder of a Mineral Concession from Panama on a copper prospect located in
      Panama.  The agreement calls for the Company to pay Cuprum or
      Bellhaven $2,000,000 in annual installments of $500,000 each, issue
      Bellhaven shares of the Company’s common stock as valued under an escrow
      agreement with a total value of $4,000,000 and expend $15,000,000 in
      exploration and development work on the copper prospect underlying
      Cuprum’s Mineral Concession. As per the agreement, the Company has
      delivered a certificate in the amount of 2,666,667 shares of common stock
      to Bellhaven and deposited 1,333,333 shares of its common stock into
      escrow. The Company has recorded $1,333,334 as investment on the
      accompanying consolidated balance
sheet.
 
 e.
                On
      April 1, 2007, the Company issued 7,925,000 shares of common stock to West
      Greenwood Foundation (“WGF”) and various entities and individuals
      (“designees”), pursuant to the conversion of the Convertible Promissory
      Note executed by the Company in February 2001.  See Note 3 for
      further discussion on this stock
issuance.
 
 f.
                On
      May 4, 2007, the Company completed a Private Placement to sell 4,000,000
      shares of Common Stock at $0.50 per share for cash totaling $2,000,000.
      The transaction was completed in the form of a Restricted Equity Purchase
      Agreement and called for the Company to deposit the Stock Certificate
      representing the sold shares with a custodial bank selected by the
      purchaser.  The closing date of the transaction was scheduled
      for 30 days from the date of the deposit of the Stock Certificate with the
      custodial bank. The agreement has since been canceled and the shares have
      been recalled from the custodial
bank.
  -23-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  g.
                On
      June 18, 2007, the Company and the CFO entered into a Stock Repurchase
      Agreement in which the Company repurchased from the CFO, 100 shares of the
      Company’s outstanding Series I Preferred Stock (“Preferred Shares”) held
      by the CFO.  The Preferred Shares were repurchased by the
      Company from the CFO for $10,000. The Preferred Shares repurchased
      represented the total amount of Preferred Stock issued and outstanding.
      Subsequent to the repurchase of the Preferred Shares, the Company filed a
      Certificate of Designation with the state of Delaware and canceled the
      Series I Preferred Stock.
 
 h.
                On
      June 26, 2007, the Company issued 100,000 shares of common stock as a form
      of payment for additional fees directly related to a Convertible
      Promissory Note (see Note 6c).
 
 i.
                On
      July 2, 2007, the Company issued 100,000 shares of common stock as a form
      of payment for additional fees directly related to a Convertible
      Promissory Note (see Note 6d).
 
 j.
                On
      July 31, 2007, the Company completed a Private Placement to sell 1,000,000
      shares of common stock at a price of $0.50 per share for cash totaling
      $500,000.  The transaction was completed in the form of a
      Subscription Agreement and called for the Company to issue warrants to
      purchase 1,000,000 shares of common stock at $1.00 per share for a
      two-year term. Pursuant to the agreement, the Company is required to file
      a registration statement within 150 days and it be declared effective
      within 210 days.  As of September 30, 2008, the Company has not
      filed the registration statement and has accrued $45,600 in liquidated
      damages which were expensed during the current
  period.
 
 k.
                From
      August 2007 to October 2007, the Company sold a total of 320,000 shares of
      common stock in the form of Subscription Agreements at $0.50 per
      share.  The total proceeds to the Company for the sale of the
      shares were $160,000.
 
 l.
                On
      December 15, 2007, the Company issued 600,000 shares of common stock as a
      form of payment for additional fees directly related to a Convertible
      Promissory Note (see Note 6b).
 
 m.
                In
      December 2007, the Company issued 100 shares of preferred stock at par
      value of $0.0001 to the Company’s CEO for compensation and expensed
      $10,000.  The value of the preferred stock was determined by the
      recent buy-back from the Company’s CFO at $100 per
  share.
 
 n.
                On
      April 18, 2008, the Company agreed to issue 4,550,000 shares of common
      stock to its directors in consideration of their past
      services.  The Company recorded directors’ compensation expenses
      in the amount of $2,275,000 in the accompanying consolidated statements of
      operations for the nine months ended September 30,
  2008.
 
 o.
                On
      April 25, 2008, the Company agreed to issue 250,000 shares of common stock
      as a form of payment for additional fees directly related to a Convertible
      Promissory Note (see Note 6e).
  -24-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  p.
                On
      July 10, 2008, the Company completed a Private Placement to sell to
      certain investors 21,840,000 shares of common stock, 100 shares of
      preferred stock and 14,203,000 warrants for cash totaling
      $10,046,400.  The transaction was completed in the form of
      Binding Term Sheet (“Term Sheet”) and called for the Company
      to:
 
 (1)
                The
      issuance of an aggregate of 21,840,000 new shares of the Company’s
      common     stock at $0.46 per
      share.  $8,500,000 shall be paid by the investors within five
      business days upon execution of the Term Sheet (First Settlement Date) and
      the balance shall be paid within 90 calendar days upon the execution of
      the Term Sheet (Second Settlement
Date);
 
 (2)
                The
      issuance of the Company’s 100 preferred
stock;
 
 (3)
                The
      cancellation of the Company’s 100 preferred stock held by the Chief
      Executive Officer;
 
 (4)
                The
      issuance of an aggregate of 10,920,000 warrants (“First Warrants”) on the
      First and Second Settlement Dates.  Each First Warrant entitles
      the investors to purchase one new share of the Company’s common stock at a
      price of $0.46 per share.  The First Warrant will expire 23
      calendar days following the publication of the second independent resource
      statement for Cerro Chorcha to National Instrument 43-101 standard after
      the date of the Term Sheet;
 
 (5)
                The
      issuance of an aggregate of 3,283,000 warrants (“Second Warrants”) on the
      First and Second Settlement Dates.  Each Second Warrant entitles
      the investor to purchase one new share of the Company’s common stock at a
      price of $0.50 per share, with term date of six months.  The
      Second Warrant can only become exercisable upon the exercise and payment
      in full of all First Warrants.
 
 As of
September 30, 2008, 21,789,566 shares of the common stock had been issued in
connection with the Term Sheet.
 
 q.
                On
      July 11, 2008, the Company issued 650,000 common shares and paid a cash of
      $250,000 to certain entities in exchange for consulting and advisory
      services directly related to the consummation of the Term Sheet. The
      Company recorded consulting expenses in the amount of $299,000 in the
      accompanying consolidated statement of operations for the three months
      ended September 30, 2008.  The cash payment was treated as a
      reduction from the gross proceeds from the Term
  Sheet.
 
 r.
                On
      July 11, 2008, the Company issued 666,666 common shares to the Company’s
      Chief Operating Officer as a compensation for the completion of the Term
      Sheet.  The Company recorded employee compensation expense of
      $306,666 in the accompanying consolidated statement of
      operations.
  -25-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 On June
25, 2007, the Company granted warrants to purchase 300,000 shares of the
Company’s common stock, as a form of payment for additional fees directly
related to a Convertible Promissory Note (see Note 6b). The warrant has an
exercise price of $1.00 per share for a two-year term. The warrant was canceled
on September 19, 2007 and a new grant was issued in the form of a warrant to
purchase 300,000 shares of common stock at an exercise price of $0.65, was
issued to the note holder. The fair values of the warrants were estimated at the
date of grant using the Black-Scholes option–pricing model with the following
assumptions:
  Expected
                    Expected
                    Dividend
                    Risk Free
                    Grant
  DateLife
                    Volatility
                    Yield
                    Interest
    Rate
                    Fair
  Value2 years
                    48.69%
                    -
                    4.78%
                    $31,641
  From
August 2007 to September 2008, the Company received a total of $2,296,420 in
cash, net of $11,080 loss in currency exchange, and the cancellation of a
Promissory Note in the amount of $500,000, for the sale of 5,615,000 Special
Warrants offered by the Company at a price of $0.50 per Special
Warrant.  Each Special Warrant is convertible into one share of common
stock and one half of one Common Share purchase warrant (each whole warrant, a
“Warrant”).  Each Warrant will entitle the holder to acquire one share
of common stock at an exercise price of $0.65 for a two-year term. The Special
Warrants Agreement includes an addendum requires the Company (i) to register the
shares underlying both the converted shares and the warrants, (ii) to complete a
registration statement to be filed within 150 days, and (iii) effective within
210 days. The Agreement imposes cash penalties of 1% per 30 day period for
non-compliance. The potential registration penalties should be accounted for in
accordance with FSP EITF 00-19-2. That FSP requires that the penalties be
accounted for in accordance with FAS 5, that is, they are recognized when they
are “probable” and can be “reasonably estimated”, which may be at inception. As
of September 30, 2008, the Company has not filed the registration statement and
has accrued $220,050 in liquidated damages which have been expensed during the
current period.  In July 2008, 2,015,000 shares of common stock were
issued upon conversion by holders of Special Warrants of the Special Warrants to
common stock.
 
 On
November 25, 2007, the Company granted stock options to purchase up to 5,400,000
shares of the Company’s common stock to management and employees of the Company,
pursuant to the Company’s 2007 Employee Incentive Plan. The stock options have
an exercise price of $0.50 per shares for a five-year term.
 
 On
December 15, 2007, the Company granted warrants to purchase 300,000 shares of
the Company’s common stock, as a form of payment for additional fees directly
related to Amendment 2 to Convertible Promissory Note (see Note 6b). The warrant
has an exercise price of $0.65 per share for a two-year term.
 
 On
January 26, 2008, the Company granted stock options to purchase up to 200,000
shares of the Company’s common stock to a director of the Company, pursuant to
the Company’s 2007 Employee Incentive Plan. The stock options have an exercise
price of $0.50 per share for a five-year term.
 
 -26-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
 On May 6,
2008, the Company granted Special Warrants to purchase 376,000 shares of the
Company’s common stock to a certain entity as a form of payment for advisory
services it provided to the Company.  The Special Warrants were sold
at $0.50 per warrant.  Subsequently, the Special Warrants were
converted to the Company’s common stock.
 
 On July
11, 2008, the Company has granted warrants to purchase 1,200,000 shares of the
Company’s common stock to a certain entity as a form of payment for consulting
services it provided to the Company.  The warrants have an exercise
price of $0.53 per share for a one-year term.
 
 On July
31, 2008, the Company granted stock options to purchase up to 250,000 shares of
the Company’s common stock to a director of the Company, pursuant to the
Company’s 2007 Employee Incentive Plan.  The stock options have an
exercise price of $0.51 per share for a five-year term.
 
 On
September 1, 2008, the Company granted stock options to purchase up to 250,000
shares of the Company’s common stock to an employee of the Company pursuant to
the Company’s 2007 Employee Incentive Plan.  The stock options have an
exercise price of $0.50 per share for a five-year term.
 
 The
Company had 19,603,000 warrants outstanding as of September 30, 2008 and the
following is a summary of the warrant activities:
 
 Weighted-
                  AverageNumber
      of
                  Number
      of
                  Average
                  RemainingWarrants
                  Warrants
                  Exercise
                  ContractualOutstanding
                  Exercisable
                  Price
                  LifeBalance
      at December 31, 2006
                  5,950,000
                  5,950,000
                  $       0.10
                  2.75
      yearsGranted
                  300,000
                  300,000
                  1.00
                  2.00
      yearsForfeited
                  (5,500,000)
                  (5,500,000)
                  -Exercised
                  (450,000)
                  (450,000)
                  0.10Balance
      at June 30, 2007
                  300,000
                  300,000
                  $1.00
                  2.00
      yearsGranted
                  5,760,000
                  300,000
                  0.51
                  2.00
      yearsForfeited
                  -
                  -
                  -
                  -Exercised
                  -
                  -
                  -
                  -Balance
      at December 31, 2007
                  6,060,000
                  600,000
                  $       0.58
                  1.63
      yearsGranted
                  15,934,000
                  -
                  -
                  1.77
      yearsForfeited
                  -
                  -
                  -Exercised
                  (2,391,000)
                  -
                  -Balance
      at September 30, 2008
                  19,603,000
                  600,000
                  $       0.64
                  1.20
      years
  -27-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  In
November 2007, the Board of Directors of the Company adopted and approved the
2007 Stock Option Plan (the “Plan”) which authorized the issuance of up to
6,750,000 shares under the Plan. The fair values of stock options granted to
employees were estimated at the date of grant using the Black-Scholes
option-pricing model with the following assumptions:
 
 Expected
      Life
                  Expected
      Volatility
                  Dividend
      Yield
                  Risk
      Free Interest Rate
                  Grant
      Date Fair ValueEmployees
      – 2007
                  5.0
      years
                  61%
                  0%
                  3.52%
                  8,100,000
 
 The
Company determined its expected volatility and dividend yield based on the
historical changes in stock price and dividend payments. The risk-free interest
rate for the expected term of the option is based on the U.S. Treasury yield
curve in effect at the time of grant. The Company determined the option’s
expected life based on historical exercise behavior.
 
 Following
is a summary of the stock option activity:
 Options
      Outstanding
                    
                    
                    Weighted
      Average
                      Exercise
      Price
                    
                    
                    Aggregate
      Intrinsic
                      ValueOutstanding
      as of December 31, 2006
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Granted
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Forfeited
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      as of June 30, 2007
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Granted
                    
                    
                    5,400,000
                    
                    
                    
                    0.50
                    
                    
                    
                    -Forfeited
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      as of December 31, 2007
                    
                    
                    5,400,000
                    
                    
                    $
                    0.50
                    
                    
                    $
                    -Granted
                    
                    
                    700,000
                    
                    
                    
                    0.50
                    
                    
                    
                    -Forfeited
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      as of September 30, 2008
                    
                    
                    6,100,000
                    
                    
                    $
                    0.50
                    
                    
                    $
                    -
  -28-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  For the
nine months ended September 30, 2008 and 2007 and from inception (March 1, 2006)
to September 30, 2008, the Company has expensed $998,406, $0 and $1,592,776 in
stock option expenses, respectively.
  9.
                Income
      Taxes
 
 Deferred
      income taxes reflect the net tax effects of temporary differences between
      the carrying amounts of assets and liabilities for financial statement
      purposes and the amounts used for income tax
      purposes.  Significant components of the Company’s deferred tax
      assets and liabilities at September 30, 2008 are as
    follows:
 
 Net
      operating loss for the nine months ended September 30,
2008
                    
                    $
                    6,843,680Effective
      income tax rate
                    
                    
                    40
                    %Total
      deferred tax assets
                    
                    
                    2,737,472Less:
      valuation allowance
                    
                    
                    (2,737,472
                    )Total
      deferred tax assets as of September 30, 2008
                    
                    $
                    -
  -29-
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER
30, 2008
 (UNAUDITED)
  Net
      operating loss from inception (March 1, 2006) to September 30,
      2008
                    
                    $
                    16,961,208Effective
      income tax rate
                    
                    
                    40
                    %Total
      deferred tax assets
                    
                    
                    6,784,483Less:
      valuation allowance
                    
                    
                    (6,784,483
                    )Total
      deferred tax assets as of September 30, 2008
                    
                    $
                    -
  The
Company’s deferred tax asset as of September 30, 2008 of $6,784,483 was fully
offset by a valuation allowance, resulting in a net deferred tax asset of $0
because of the uncertainty of the Company’s ability to utilize the net operating
loss carryforward against future earnings.
 
 The
reconciliation of the effective income tax rate to the federal statutory rate
for the period ended September 30, 2008 is as follows:
 
 Federal
      income tax rate
                    
                    
                    34
                    %State
      tax, net of federal benefit
                    
                    
                    6
                    %Increase
      in valuation allowance
                    
                    
                    (40
                    )
      %Effective
      income tax rate
                    
                    
                    -
                    %
 
 The
      deferred tax assets result from net operating loss carry-forwards. These
      assets will therefore reverse either upon their utilization against
      taxable income or upon their statutory expiration. Net operating loss
      carry-forwards will expire beginning in 2020 through
  2028.
 
 10.
                Commitments –
      The Company and its Subsidiary entered into various agreements during the
      period beginning March 2006 (Subsidiary’s inception date) and ending
      September 30, 2008.  These
include:
 
 a.
                Empire
      (Tianjin) Resources Co., Ltd. – The Company is to pay $500,000 on or
      before May 31, 2008 to Tianjin pursuant to the cooperative joint venture
      agreement.  (See Note 5).  The Company is currently
      negotiating an extension for the
payment.
 
 b.
                Employment
      Agreements – On April 12, 2006, the Company entered into employment
      agreements with its Chief Executive Officer and its Vice President of
      Exploration. The agreements have a term of two years and are automatically
      renewed for two year terms unless the Company or the employee gives 90
      days prior written notice to terminate the agreement. On December 1, 2007,
      the Company entered into a new employment agreement with its Chief
      Executive Officer and its Chief Financial Officer. The agreements have
      terms of five years and three years, respectively. The agreements are
      automatically renewed for one year term unless the Company or Executive
      gives 90 days prior written notice to terminate the
      agreement.  On May 1, 2008, the Company entered into employment
      agreement with its Chief Operating Officer.  The agreement has a
      term of either three years or the submission of the feasibility study of
      the copper mining project in Panama, whichever comes
      earlier.  The agreement may be renewed in writing no later than
      30 days prior to the termination
date.
 
 c.
                Office
      Lease – The Company is subject to a six month license agreement dated
      February 14, 2008 for office space requiring monthly payments of $6,450.
      The agreement expires August 31, 2008 and is automatically renewed for an
      additional six month term unless the Company gives written notice of
      cancellation on or before June 1, 2008.  The Company did not
      provide written notice prior to June 1, 2008, therefore, the agreement has
      been automatically renewed for an additional six month period or through
      February 28, 2009. The Company leased additional space at another
      location.  The additional space is leased on a month to month
      basis at a rate of $1,445 per
month.
  d.
                  Cuprum
      Resources Corp. – In March 2007, the Company, Bellhaven Copper & Gold,
      Inc. (“Bellhaven”) and Cuprum Resources Corp (“Cuprum) entered into an
      Exploration Development Agreement (“agreement”).  The agreement
      requires the Company over the next three years to issue 4 million shares
      of the Company’s common stock and make cash payments in the amount of
      $17,000,000.  At September 30, 2008, the Company released
      2,666,667 shares of its common stock from escrow and made cash payments of
      $4,874,528.
 Commitments
are summarized as below:
 
 Period
      ending December 31,2008
                    
                    $
                    7,005,0002009
                    
                    
                    7,166,6662010
      and thereafter
                    
                    
                    500,000
 
 11.
                Subsequent
      Event
 
 On
October 14, 2008, the Company received the remaining balance of $23,200 from the
Second Settlement Date.  Accordingly, the Company issued 50,434 shares
of the Company’s common stock fulfilling its commitment under the Term
Sheet.
 
 -30-
  
 Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
 
 Forward-Looking
Statements and Associated Risks.Except for statements
of historical facts, this report contains forward-looking statements involving
risks and uncertainties. You can identify these statements by forward-looking
words including “believes,” “considers,” “intends,” “expects,” “may,” “will,”
“should,” “forecast, “ or “anticipates,” or the equivalents of those words or
comparable terminology, and by discussions of strategies that involve risks and
uncertainties. Forward-looking statements are not guarantees of our future
performance or results, and our actual results could differ materially from
those anticipated in these forward-looking statements. We wish to caution
readers to consider the important factors, among others, that in some cases have
affected, and in the future could affect our actual results and could cause
actual consolidated results for future fiscal years to differ materially from
those expressed in any forward-looking statements made by us or on our behalf.
These factors include without limitation, our ability to obtain capital and
other financing in the amounts and at the times needed, identification of
suitable exploration properties for acquisition, the successful discovery of
gold, silver or other precious metals in quantities economically feasible for
profitable production, changes in gold and silver prices, changes in the
political climate for gold and silver exploration, and other risk factors listed
from time to time in our Securities and Exchange Commission reports, including
in particular the factors and discussions under the heading “Risk Factors” in
the Amendment No. 4 to Form 10 that was filed with the Securities and
Exchange Commission (“SEC”) and became effective on December 21,
2007.
 
 Overview
of Business
 
 The
Company was formed as a Delaware corporation on January 4, 1996, under the name
ObjectSoft Corporation. On May 9, 2005, The Company changed its name to Nanergy,
Inc. On June 5, 2006, its name was changed to Xacord Corp. On January 3, 2007,
the Company changed its name to Empire Minerals Corp., and in November 2007, the
name was changed to its current name, Dominion Minerals Corp.
  We were
originally formed in January of 1996 to acquire the business of a predecessor
company, ObjectSoft Corporation, a New Jersey Corporation. This acquisition was
completed in the form of a corporate business combination effective January 31,
1996. The acquired business involved the provision of retail Kiosks, which were
internet-connected, advertising-interactive public access terminals offering
information entertainment and the ability to execute financial transactions via
a touch screen. This business was unsuccessful and in July of 2001, we filed a
Bankruptcy Petition in the Bankruptcy Court for the District of New Jersey. None
of our present officers, directors or employees were associated with us at the
time of or involved in any way in our bankruptcy proceeding. In November 2004,
we exited bankruptcy with no assets, one liability in the form of a convertible
promissory note with a principal balance of $100,000 and outstanding stock of
195 shares of common stock. We then operated as a shell corporation seeking a
new business opportunity either through a corporate business combination or an
acquisition of assets.
  In
September 2005, we were a party to a business combination in which we acquired
the ownership of a New Jersey corporation holding licenses, patents, and
developments to certain photovoltaic processes. In this transaction, the Company
issued 99,455 shares of our common stock. The Company also agreed to issue
additional shares of common stock and stock options, if certain economic
milestones were met by December 31, 2006. These economic milestones were not
met. In 2006, we abandoned our efforts to develop the involved
processes.
  On
February 20, 2007, we completed a business combination in which we acquired all
of the outstanding stock of the Nevada Subsidiary in exchange for shares of our
common stock. The combination was structured as a three-party merger in
which:
  (A)
              The
      Company acquired all of the outstanding stock of the Nevada
      Subsidiary;
  (B)
              A
      Nevada corporation named Xacord Acquisitions Sub Corp. formed and
      wholly-owned by the Company to be used as a vehicle for the transaction
      was merged into the Nevada
Subsidiary;
  (C)
              The
      outstanding shares of the common stock of the Nevada Subsidiary as of the
      effective time of the merger were converted into shares of the common
      stock of the Company on a share-for-share basis with a total of 26,504,000
      shares of the Company's stock issued in this
  conversion;
  -31-
  (D)
              The
      Company assumed four warrants issued by the Nevada Subsidiary to purchase
      up to a total of 4,500,000 shares of the Company's Common Stock at $0.10
      per share during a three year term. These warrants were held as follows:
      (i) a warrant for 2,000,000 shares was held by Saddle River Associates,
      Inc., a financial and business consultant to the Company; (ii) an
      additional warrant for 500,000 shares was held by Saddle River Associates,
      Inc.; (iii) a warrant for 1,500,000 shares was held by Pinchas Althaus,
      President and a director of the Company; and (iv) a warrant for 50,000
      shares was held by Chaya Schreiber, a former shareholder of the Nevada
      Subsidiary. The warrant to purchase 50,000 shares was exercised on March
      2, 2007. The remaining three warrants for 4,000,000 were canceled by
      mutual agreement of the parties on June 1,
2007.
  The
Company assumed a contingent obligation of the Nevada Subsidiary to issue
warrants to Saddle River Associates, Inc. to purchase up to 500,000 shares of
the Company's common stock at $0.50 per share during a five-year term from
issuance, if the Company obtains specified amounts of additional capital; and
the Company acquired the rights of the Nevada Subsidiary under a Letter of
Intent to enter into the agreements relating to the acquisition of the majority
interest in the Panamanian corporation holding the concession to the copper
prospect.
  Management
of the parties at the time of the business combination consisted of the
following individuals: (i) Diego Roca was the sole officer and director of the
Company and of Xacord Acquisition Sub Corp.; and (ii) Pinchas Althaus, Diego
Roca and Bruce Minsky were the officers and directors of theNevada Subsidiary. Messrs. Althaus, Roca and Minsky became the three officers
and directors of the Company and the Nevada Subsidiary upon completion of the
business combination.
  The
following diagrams set forth the organizational status of the Company and the
Nevada Subsidiary before and after the completion of their business
combination.
  Status Before Business
Combination:
 
 
 Actions in Business
Combination:
 
   -32-
  Status After Business
Combination:
  
 The
Company is engaged in the acquisition, exploration, development and operation of
mineral and natural resource properties and prospects. The present activities
are concentrated on mineral prospects and properties located in the Republic of
Panama and in the People's Republic of China.
  The
Company has entered into an agreement with Bellhaven Copper & Gold, Inc.
(“Bellhaven”), a British corporation and its wholly-owned subsidiary, Cuprum
Resources, Corp. (“Cuprum”), a Panamanian corporation. Under this agreement, the
Company may acquire a majority ownership interest in Cuprum Resources, Corp.
Cuprum holds a mineral concession from the Republic of Panama on a copper
prospect located in the Guariviara Area of Panama.
  The
Nevada Subsidiary has entered into two joint venture agreements involving
mineral properties and/or prospects located within China. These properties are
primarily regarded as gold prospects or properties. One of the Chinese joint
venture agreements of the Nevada Subsidiary is with Zhaoyuan Dongxing Gold
Minerals Co., Ltd., an entity organized under the China Company Law. Under this
agreement, the parties have formed Zhaoyuan Empire Gold Corp., Ltd., a Chinese
entity in which they each own a 50% interest subject to future adjustment. This
jointly held entity holds three mining licenses from the Chinese government on
gold prospects located in the Shandong Province of China along with certain
mining and mill equipment. As of September 30, 2008, we discontinued our
participation in the joint venture.
  The other
joint venture agreement of the Nevada Subsidiary is with the Tianjin Institute
of Geology and Mineral Resources (“TIGMR”), a Chinese legal entity. Under this
agreement the parties have formed a Chinese limited liabilitycompany named Empire (Tianjin) Resources Co., Ltd. This entity was formed to
acquire mineral interests in and explore, develop and, if warranted, conduct
mining operations on mineral properties located in the Inner Mongolian
Autonomous Region of Tianjin Province in China. The Nevada Subsidiary holds a
70% interest in this entity subject to future adjustment to reflect the parties'
respective capital contributions.
  -33-
  The
following chart sets out our present organizational structure:
  
 The
proposed operations of the two Chinese joint ventures and the acquisition of the
majority interest in the Cuprum Resources, Corp. and operations on the
Panamanian prospect will require our expenditure of materially more capital than
is presently available to us. Our proposed operations include:
  ·
              Acquiring
      the majority interest in the Panamanian corporation holding the mineral
      concession and providing financing for and supervising its
      operations;
  ·
              Supervising,
      and if necessary providing or procuring additional financing for, the
      operations of the two Chinese joint
ventures;
  ·
              Exploring
      and evaluating additional mineral and natural resource acquisitions;
      and
  ·
              Seeking
      the necessary additional capital to finance
  activities.
 
 Going
Concern
 
 The
report of our independent auditors in our December 31, 2007, financial
statements includes an explanatory paragraph indicating that there is
substantial doubt about our ability to continue as a going concern due to
recurring losses from operations, an accumulated deficit of approximately
$10,100,000 at December 31, 2007, and having insufficient sources of cash to
execute our business plan. Our ability to continue as a going concern will be
determined by our ability to raise additional capital to adequately fund our
business plan. In response to these conditions, we are continuing to seek both
debt and equity financing from various sources, although there are no guarantees
that we will be successful in our endeavors. Our financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
  -34-
  Critical
Accounting Policies
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures,
such as the fair value of warrants and stock issued for services as well as
various accruals. For example, we must calculate the fair value of options and
warrants granted based on various assumptions. Accordingly, the actual results
could materially differ from those estimates. We have identified certain
accounting policies that are most important to the portrayal of our current
financial condition and results of operations. Our significant accounting
policies are disclosed in Note 1 of the Notes to Consolidated Financial
Statements.
  Several
of those critical accounting policies are as follows. Please refer to Note 1,
Nature of Business and Significant Accounting Policies, including Note 1b, Basis
of Presentation; Note 1c, Use of Estimates; Note 1d, Fair Value of Financial
Instruments; and Note 1i, Income Taxes.
  Results
of Operations
  Discussion
of Revenues
  We have
no revenues at this time and have not had any revenues in recent years, because
we are an exploration stage company. We do not anticipate that significant
revenues will be achieved for the next 24 months.
 
 Expenses
for the Three Month Period ended September 30, 2008 vs. September 30,
2007
  The
following table presents our consolidated statements of operations and other
comprehensive loss, as a percentage of loss, for the periods
indicated.
 
 For the three months ended
                                                  
                                                  
                                                  For the three months endedSeptember 30, 2008
                                                  
                                                  
                                                  September 30, 2007REVENUE
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  Nil
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  NilEXPENSESResearch
      & development costs
                                                  
                                                  $
                                                  16,495
                                                  
                                                  
                                                  
                                                  0.88
                                                  %
                                                  
                                                  $
                                                  48,140
                                                  
                                                  
                                                  
                                                  4.71
                                                  %Consulting
      fees
                                                  
                                                  
                                                  761,191
                                                  
                                                  
                                                  
                                                  40.75
                                                  %
                                                  
                                                  
                                                  320,363
                                                  
                                                  
                                                  
                                                  31.36
                                                  %Professional
      fees
                                                  
                                                  
                                                  124,322
                                                  
                                                  
                                                  
                                                  6.65
                                                  %
                                                  
                                                  
                                                  110,673
                                                  
                                                  
                                                  
                                                  10.83
                                                  %Other
      employee compensation
                                                  
                                                  
                                                  312,272
                                                  
                                                  
                                                  
                                                  16.71
                                                  %
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  NilLoan
      costs
                                                  
                                                  
                                                  63,526
                                                  
                                                  
                                                  
                                                  3.40
                                                  %
                                                  
                                                  
                                                  144,084
                                                  
                                                  
                                                  
                                                  14.10
                                                  %Directors
      compensation
                                                  
                                                  
                                                  75,599
                                                  
                                                  
                                                  
                                                  4.05
                                                  %
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  NilGeneral
      & administrative expenses
                                                  
                                                  
                                                  352,942
                                                  
                                                  
                                                  
                                                  18.90
                                                  %
                                                  
                                                  
                                                  325,553
                                                  
                                                  
                                                  
                                                  31.87
                                                  %Liquidated
      damage expense
                                                  
                                                  
                                                  69,600
                                                  
                                                  
                                                  
                                                  3.73
                                                  %
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  NilDepreciation
                                                  
                                                  
                                                  37,669
                                                  
                                                  
                                                  
                                                  2.02
                                                  %
                                                  
                                                  
                                                  2,852
                                                  
                                                  
                                                  
                                                  0.29
                                                  %TOTAL
      EXPENSES
                                                  
                                                  $
                                                  1,813,616
                                                  
                                                  
                                                  
                                                  97.09
                                                  %
                                                  
                                                  $
                                                  951,665
                                                  
                                                  
                                                  
                                                  93.16
                                                  %Other
      (income) expense
                                                  
                                                  
                                                  56,311
                                                  
                                                  
                                                  
                                                  3.01
                                                  %
                                                  
                                                  
                                                  72,558
                                                  
                                                  
                                                  
                                                  7.10
                                                  %Other
      comprehensive loss (income)
                                                  
                                                  
                                                  (2,092
                                                  )
                                                  
                                                  
                                                  -0.10
                                                  %
                                                  
                                                  
                                                  (2,687
                                                  )
                                                  
                                                  
                                                  -0.26
                                                  %LOSS
      BEFORE INCOME TAXES
                                                  
                                                  
                                                  1,867,835
                                                  
                                                  
                                                  
                                                  100.00
                                                  %
                                                  
                                                  
                                                  1,021,536
                                                  
                                                  
                                                  
                                                  100.00
                                                  %Income
      tax benefit (expense)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  Nil
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  NilCOMPREHENSIVE
      LOSS
                                                  
                                                  $
                                                  1,867,835
                                                  
                                                  
                                                  
                                                  100.00
                                                  %
                                                  
                                                  $
                                                  1,021,536
                                                  
                                                  
                                                  
                                                  100.00
                                                  %
 
 Research
and development costs decreased by $31,645, or 66%, to $16,495 for the three
months ended September 30, 2008 as compared to $48,140 for the three months
ended September 30, 2007. The principal reason for this decrease was due to
decreased exploration activity on the Dongxing joint venture
property.
 
 -35-
  For the
three months ended September 30, 2008, professional fees increased $13,649, or
12%, to $124,322 as compared to $110,673 for the three months ended September
30, 2007. This increase for the three month period is due to legal fees incurred
related to the sale of shares to various investors during the quarter ended
September 30, 2008.
 
 For the
three months ended September 30, 2008, other employee compensation expense
totaled $312,272 as compared to $0 for the three months ended September 30,
2007. This increase of $312,272 is due to the issuance of shares of common stock
to our Chief Operating Officer in accordance with the Employment Agreement
entered into.
  For the
three months ended September 30, 2008, loan costs decreased $80,558, or 56%, to
$63,526 as compared to $144,084 for the three months ended September 30, 2007.
This decrease is due to amortized financing costs recorded during the three
months ended September 30, 2007, for several Convertible Promissory Notes
entered into by us, during the year ended 2007. During the quarter ended
September 30, 2008, the Notes were paid in full and amortized loan costs
decreased.
 
 For the
three months ended September 30, 2008, directors’ compensation expense totaled
$75,599 as compared to $0 for the three months ended September 30, 2007. This
increase of $75,599 is due to the payment of fees to the directors of the
Company for past services and the issuance of options to a director as payment
for services.
 
 For the
three months ended September 30, 2008, liquidated damage expense totaled $69,600
as compared to $0 for the three months ended September 30, 2007. This increase
of $69,600 is due to penalties incurred pursuant to the registration rights
clause in the Exploration and Development Agreement entered into by Bellhaven
and us.
 
 Expenses
for the Nine Month Period ending September 30, 2008 v September 30,
2007
  The
following table presents our consolidated statements of income (loss), as a
percentage of loss, for the periods indicated.
 
 For the nine months ended
                                                          
                                                          
                                                          For the nine months endedSeptember 30, 2008
                                                          
                                                          
                                                          September 30, 2007(Restated)REVENUE
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          Nil
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          NilEXPENSESResearch
      & development costs
                                                          
                                                          $
                                                          120,831
                                                          
                                                          
                                                          
                                                          1.77
                                                          %
                                                          
                                                          $
                                                          323,875
                                                          
                                                          
                                                          
                                                          5.37
                                                          %Consulting
      fees
                                                          
                                                          
                                                          1,043,116
                                                          
                                                          
                                                          
                                                          15.32
                                                          %
                                                          
                                                          
                                                          2,342,805
                                                          
                                                          
                                                          
                                                          38.86
                                                          %Professional
      fees
                                                          
                                                          
                                                          248,039
                                                          
                                                          
                                                          
                                                          3.64
                                                          %
                                                          
                                                          
                                                          267,532
                                                          
                                                          
                                                          
                                                          4.44
                                                          %Other
      employee compensation
                                                          
                                                          
                                                          1,259,808
                                                          
                                                          
                                                          
                                                          18.50
                                                          %
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          NilLoan
      costs
                                                          
                                                          
                                                          462,615
                                                          
                                                          
                                                          
                                                          6.79
                                                          %
                                                          
                                                          
                                                          144,084
                                                          
                                                          
                                                          
                                                          2.39
                                                          %Directors
      compensation
                                                          
                                                          
                                                          2,350,599
                                                          
                                                          
                                                          
                                                          34.52
                                                          %
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          NilGeneral
      & administrative expenses
                                                          
                                                          
                                                          453,172
                                                          
                                                          
                                                          
                                                          6.66
                                                          %
                                                          
                                                          
                                                          687,027
                                                          
                                                          
                                                          
                                                          11.40
                                                          %Loss
      from expected services not received
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          Nil
                                                          
                                                          
                                                          
                                                          2,205,492
                                                          
                                                          
                                                          
                                                          36.59
                                                          %Liquidated
      damage expense
                                                          
                                                          
                                                          265,650
                                                          
                                                          
                                                          
                                                          3.90
                                                          %
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          NilDepreciation
                                                          
                                                          
                                                          43,221
                                                          
                                                          
                                                          
                                                          0.63
                                                          %
                                                          
                                                          
                                                          7,488
                                                          
                                                          
                                                          
                                                          0.12
                                                          %TOTAL
      EXPENSES
                                                          
                                                          $
                                                          6,247,051
                                                          
                                                          
                                                          
                                                          91.73
                                                          %
                                                          
                                                          $
                                                          5,978,303
                                                          
                                                          
                                                          
                                                          99.17
                                                          %Other
      expense
                                                          
                                                          
                                                          596,629
                                                          
                                                          
                                                          
                                                          8.76
                                                          %
                                                          
                                                          
                                                          58,087
                                                          
                                                          
                                                          
                                                          0.96
                                                          %LOSS
      BEFORE INCOME TAXES
                                                          
                                                          
                                                          6,843,680
                                                          
                                                          
                                                          
                                                          100.49
                                                          %
                                                          
                                                          
                                                          6,036,390
                                                          
                                                          
                                                          
                                                          100.13
                                                          %Income
      tax benefit (expense)
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          Nil
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          NilOther
      comprehensive (income)
                                                          
                                                          
                                                          (33,425
                                                          )
                                                          
                                                          
                                                          -0.49
                                                          %
                                                          
                                                          
                                                          (8,100
                                                          )
                                                          
                                                          
                                                          -0.13
                                                          %COMPREHENSIVE
      LOSS
                                                          
                                                          $
                                                          6,810,255
                                                          
                                                          
                                                          
                                                          100.00
                                                          %
                                                          
                                                          $
                                                          6,028,290
                                                          
                                                          
                                                          
                                                          100.00
                                                          %
  -36-
  Research
and development costs decreased by $203,044, or 63%, to $120,831 for the nine
months ended September 30, 2008 as compared to $323,875 for the nine months
ended September 30, 2007. The principal reason for this decrease was due to
decreased exploration activity on the Dongxing joint venture
property.
  Consulting
fees decreased by $1,299,689, or 56%, to $1,043,116 for the nine months ended
September 30, 2008 as compared to $2,342,805 for the nine months ended September
30, 2007. The principal reason for this decrease was due to referral fees paid
in 2007, not incurred in 2008. In addition, during the nine months ended
September 30, 2007, we incurred consulting costs pursuant to the Exploration and
Development Agreement entered into by us and Bellhaven.
 
 For the
nine months ended September 30, 2008, professional fees decreased $19,493 or 7%,
to $248,039 as compared to $267,532 for the nine months ended September 30,
2007. This decrease for the nine month period is due to accounting and legal
fees related to the issuance of 2007 first quarter financial statements, audited
financial statements for the period ending September 30, 2007, and the filing of
our Form 10SB during the nine months ended September 30, 2007.
 
 For the
nine months ended September 30, 2008, other employee compensation expense
totaled $1,259,808 as compared to $0 for the nine months ended September 30,
2007. This increase of $1,259,808 is due to the grants of stock options under
the 2007 Employee Incentive Plan and shares of common stock, to our management,
directors and an employee. The fair values of the options granted were estimated
at the date of the grant utilizing the Black-Scholes option-pricing
model.
 
 For the
nine months ended September 30, 2008, loan costs increased $318,531 or 221%, to
$462,615 as compared to $144,084 for the nine months ended September 30, 2007.
This increase of $318,531 is due to amortized loan costs recorded during the
nine months ended September 30, 2008, for Convertible Promissory Notes entered
into by us, during the year ended 2007 and the nine months ended September 30,
2008.
 
 For the
nine months ended September 30, 2008, directors’ compensation expense totaled
$2,350,599 as compared to $0 for the nine months ended September 30, 2007. This
increase of $2,350,599 is due to the issuance of shares, stock options and cash
payments to the directors of the company for past services. The shares were
issued at a value of $0.50 per share. The fair values of the options granted
were estimated at the date of the grant utilizing the Black-Scholes
option-pricing model.
 
 For the
nine months ended September 30, 2008, liquidated damage expense totaled $265,650
as compared to $0 for the three nine months ended September 30, 2007. This
increase of $265,650 is due to penalties incurred pursuant to the Special
Warrants issued and the penalties incurred pursuant to the registration rights
clause in the Exploration and Development Agreement entered into by Bellhaven
and us.
  Liquidity
and Capital Resources
 
 Cash
and Working Capital
 
 As of
September 30, 2008 and 2007, we had positive working capital $4,858,201 and
$1,526,799, respectively.  This was due to an increase in current assets of
$4,862,541 and $1,958,219 for the three months ended September 30, 2008 and
September 30, 2007, respectively, a decrease in current liabilities of
$2,420,038 and $19,620 for the three months ended September 30, 2008 and
September 30, 2007, respectively. We had an increase in working capital of
$4,736,868 and $652,560 for the nine months ended September 30, 2008 and
September 30, 2007, respectively.  This was due to an increase in current
assets of $4,708,536 and $1,231,850 for the nine months ended September 30, 2008
and September 30, 2007, respectively, a decrease in current liabilities of
$28,332 for the nine months ended September 30, 2008 and an increase in current
liabilities of $579,290 for September 30, 2007, respectively.  We had an
accumulated deficit of $10,117,528 from the date we exited bankruptcy
proceedings in October 2004 to December 31, 2007, and an accumulated deficit of
$16,961,208 at September 30, 2008. We have no contingencies or long-term
obligations except for our work commitments under our Exploration and
Development Agreement with Bellhaven and Cuprum Resources
Corp.
 
 -37-
    On
January 22, 2008, we received $350,000 from the issuance of a Convertible
Promissory Note (“Note”). The Note is payable in 30 days and bears interest at a
rate of 6% annum. We also incurred additional fees associated with the Note in
the amount of $33,000. The holder may at any time convert the principal amount
for shares of our common stock at a rate of $1.00 per share. On February 22,
2008, we executed an Amendment (“Amendment”) to the Note. Pursuant to the
Amendment, the maturity date was extended to May 31 2008 (“Amended Maturity
Date”), bearing interest at a rate of 6% annum. On April 25, 2008, we executed
Amendment No. 2 to the Note (“Amendment 2”). Pursuant to Amendment 2, the
maturity date was extended to July 31, 2008 (“Amended Maturity Date 2”), bearing
interest at a rate of 6% annum. We also incurred additional fees associated with
Amendment 2 in an amount equivalent to 250,000 shares of our common stock, which
approximated $125,000. On July 22, 2008, we repaid the full principal amount of
the Note.
 
 On March
10, 2008, we received $1,650,000 pursuant to a Loan Agreement with Balstone
Investments Ltd. The loan bears interest at a rate of 3-month LIBOR plus 1% and
was payable in full on September 11, 2008. As security for the prompt and
complete payment of the loan, a personal guarantee was granted by our Chief
Executive Officer which includes a share charge over his entire shareholdings in
the Company. On July 28, 2008, we repaid the full amount of the loan including
interest.
  In July
2008 we received $10,023,075 which represented the proceeds pursuant to a
private placement entered into by us on July 10, 2008, in the form of a binding
Term Sheet for 21,840,000 units in the aggregate consisting of 21,840,000 shares
of common stock (the “Common Stock”) of the Company, warrants to purchase up to
10,920,000 shares of Common Stock at an exercise price of $0.46 per share, and
warrants to purchase up to 3,283,000 shares of Common Stock at an exercise price
of $0.50 per share to certain accredited investors and to non-US persons for
total gross proceeds to the Company of $10,046,400. The remaining balance of
approximately $23,000 was received in October 2008.
  Internal
and External Sources of Liquidity
  Over the
next 12 months, we plan to fund our operations through the sale of common stock
or common stock with warrants.
  Contractual
Obligations
  We have
no commitments for capital expenditures.
  We do not
engage in hedging transactions and we have no hedged mineral
resources.
  We were,
and are committed to, making certain exploration work expenditures and option
payments pursuant to the Exploration and Development Agreement and Joint Venture
Agreement signed at December 31, 2007, over the next 12 months:
  Cerro
Chorcha Project:
 ·
              Required
      work expenditure by March 7, 2009; $9,000,000 of which $3,874,528 has been
      paid. The exploration and development plan for Phase 1 was completed as of
      March 6, 2008; a work plan for the period of March 7, 2008 to March 7,
      2009 has been formulated and approved jointly by Bellhaven and
      us.
 
 ·
              Annual
      payment: $500,000 due March 7, 2008 was paid on March 14, 2008; $500,000
      due March 7, 2009.
  -38-
  TIGMR
Project:
 
 ·
              Joint
      Venture Contribution: $500,000 due May 31, 2008; we are currently
      negotiating an amendment to the Joint Venture agreement with our Joint
      Venture Partner in order to obtain an extension for the payment of our
      Joint Venture contribution.
  Off-Balance
Sheet Arrangements
  We have
no off-balance sheet arrangements. We do not engage in hedging transactions and
wehave no hedged
resources.
 
 Item
3. Qualitative Disclosures About Market Risk.
 
 None.
  Item
4T. Controls and Procedures.
 
 (a)Evaluation of disclosure controls and
procedures.
 
 Pinchas
Althaus, who serves as the Company’s chief executive officer, and Diego Roca,
who serves as the Company’s chief financial officer, after evaluating the
effectiveness of the Company's disclosure controls and procedures as of the end
of the period covered by this quarterly report (the “Evaluation Date”) concluded
that as of the Evaluation Date, the Company's disclosure controls and procedures
were effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported as specified in the SEC's rules and forms and
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is accumulated and communicated
to our management to allow timely decisions regarding required
disclosure.
 
 (b)Changes in internal control over
financial reporting.
 
 There
were no changes in the Company’s internal control over financial reporting
during the three months ended September 30, 2008, that have materially affected,
or are reasonably likely to materially affect, internal control over financial
reporting.
  PART
II
 
 Item
1. Legal Proceedings.
 
 None.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 1.    
 (a)  From July 3, 2008 to September 24, 2008, the Company issued
2,391,000 shares of its common stock.
 
 (b)           No
person acted as a principal underwriter for the sale of these securities. The
common stock was issued to twelve individuals and entities collectively, as
follows: (i) Haywood Securities, Inc. – 376,000 shares; (ii) Greg
McKenzie – 200,000 shares; (iii) Thomas Seltzer – 100,000 shares; (iv)
John Willett - 200,000 shares; (v) Kerry Smith – 200,000 shares; (vi)
Andrew Kaip – 40,000 shares; (vii) Stefan Ioannou – 20,000 shares;
(viii) Nochum Sosover – 30,000 shares; (ix) CYB Trust – 1,000,000
shares; (x) Oren Antebi – 25,000 shares; (xi) Jason Mausberg – 50,000
shares; and (xii) Menachem Gansburg – 150,000 shares.
  -39-
 (c)           These
securities were issued to the above holders of Special Warrants subsequent to
each holder exercising their right to convert the Special Warrants for share of
common stock. There were no underwriting fees, discounts or expenses involved in
the issuance of this stock.
  (d)           In the
issuance of these shares of its common stock, the Company relied upon the
exemption from the registration requirements of Section 5 of the Securities Act
provided in Section 4(2) of the Securities Act and by Regulation D adopted under
the Securities Act. These shares were issued as restricted securities and a
legend denoting the restrictions on their transferability under the Securities
Act was placed upon the certificates issued to represent the
securities.
 
 Item
3. Defaults Upon Senior Securities.
 
 None.
 
 Item
4. Submission of Matters to a Vote of Security Holders.
 
 None.
 
 Item
5. Other Information.
 
 The
Company’s Board of Directors does not presently have a standing nominating
committee or any committee performing similar functions. Since the Board
presently consists of only six members, all of its directors will participate in
the nomination process.
  Item
6. Exhibits.
 
 Exhibit
      No.
                
                Description
      of Exhibits3.1
                
                Term
      Sheet – Issuance and Private Placement of Common Stock, Series A
      Preferred Stock and Warrants in Dominion Minerals
Corp.*31.1
                
                Officers
      Certifications under Section 302 of the Sarbanes-Oxley Act of
      2002*31.2
                
                Officers
      Certifications under Section 302 of the Sarbanes-Oxley Act of
      2002*32.1
                
                Certification
      of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of
      2002.*
 
 ____________________
 *           Filed
herewith.
 
 -40-
 SIGNATURES
  In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
  DOMINION
      MINERALS CORP.Date:
              November
      14, 2008
              
              By:
              /s/ Pinchas
      AlthausPINCHAS
      ALTHAUSChief
      Executive OfficerDate:
              November
      14, 2008
              
              By:
              /s/ Diego
      RocaDIEGO
      ROCAExecutive
      Vice President, Chief FinancialOfficer
      and Treasurer
 
 -41-