UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549





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 March 31, 2009




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 May 19, 2009
was 73,103,518.





PART 1.  FINANCIAL
INFORMATION





Item 1.  Financial
Statements





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


CONSOLIDATED
BALANCE SHEETS


AS OF
MARCH 31, 2009 AND DECEMBER 31, 2008





MARCH
      31,
                      
                      
                      DECEMBER
      31,2009
                      
                      
                      2008(UNAUDITED)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                      
                      $
                      2,055,987
                      
                      
                      $
                      3,607,590Notes
      receivable
                      
                      
                      351,887
                      
                      
                      
                      -Advance
      to officer
                      
                      
                      80,000
                      
                      
                      
                      -Prepaid
      expense
                      
                      
                      29,110
                      
                      
                      
                      27,765Total
      current assets
                      
                      
                      2,516,984
                      
                      
                      
                      3,635,355PROPERTY
      AND EQUIPMENT, net
                      
                      
                      23,195
                      
                      
                      
                      25,464OTHER
      ASSETS:Other
      assets
                      
                      
                      23,412
                      
                      
                      
                      21,000Long
      term investment
                      
                      
                      8,600,401
                      
                      
                      
                      7,577,385Total
      other assets
                      
                      
                      8,623,813
                      
                      
                      
                      7,598,385Total
      assets
                      
                      $
                      11,163,992
                      
                      
                      $
                      11,259,204LIABILITIES AND SHAREHOLDERS'
      EQUITYCURRENT
      LIABILITIES:Accrued
      liabilities
                      
                      $
                      364,141
                      
                      
                      $
                      452,678Short-term
      loan
                      
                      
                      76,260
                      
                      
                      
                      76,284Liquidated
      damages payable
                      
                      
                      358,050
                      
                      
                      
                      331,650Derivative
      liabilities - warrants
                      
                      
                      467,140
                      
                      
                      
                      -Total
      current liabilities
                      
                      
                      1,265,591
                      
                      
                      
                      860,612COMMITMENTS
      AND CONTINGENCIESSHAREHOLDERS'
      EQUITY:Preferred
      stock, $0.0001 par value; 5,000,000 shares authorized; 100 shares issued
      and outstanding as of March 31, 2009 and December 31, 2008
                      
                      
                      -
                      
                      
                      
                      -Common
      stock, $0.0001 par value; 700,000,000 shares authorized 79,103,362 and
      73,103,362 issued and outstanding as of March 31, 2009 and December 31,
      2008, respectively
                      
                      
                      7,910
                      
                      
                      
                      7,310Escrowed
      common stock
                      
                      
                      -
                      
                      
                      
                      (134
                      )Additional
      paid-in capital
                      
                      
                      29,342,230
                      
                      
                      
                      29,828,822Stock
      subscription receivable
                      
                      
                      (1,560
                      )
                      
                      
                      (1,560
                      )Shares
      to be returned for services not received
                      
                      
                      (1,654,167
                      )
                      
                      
                      (1,654,167
                      )Deficit
      accumulated during the exploration stage
                      
                      
                      (17,854,957
                      )
                      
                      
                      (17,828,080
                      )Accumulated
      other comprehensive income
                      
                      
                      58,945
                      
                      
                      
                      46,401Total
      shareholders' equity
                      
                      
                      9,898,401
                      
                      
                      
                      10,398,592Total
      liabilities and shareholders' equity
                      
                      $
                      11,163,992
                      
                      
                      $
                      11,259,204





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





1





DOMINION MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


CONSOLIDATED
STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS


FOR THE
THREE MONTHS ENDED MARCH 31, 2009 AND 2008


AND FROM
INCEPTION (MARCH 1, 2006) TO MARCH 31, 2009


(UNAUDITED)





From inceptionThree months ended
                  
                  
                  (March 1, 2006)March 31,
                  
                  
                  to March 31,2009
                  
                  
                  2008
                  
                  
                  2009REVENUE
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -COST
      OF REVENUES
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -GROSS
      PROFIT
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -RESEARCH
      AND DEVELOPMENT COSTS
                  
                  
                  13,704
                  
                  
                  
                  46,589
                  
                  
                  
                  933,262GENERAL
      AND  ADMINISTRATIVE EXPENSES
                  
                  
                  1,890,223
                  
                  
                  
                  1,585,661
                  
                  
                  
                  15,567,507LOSS
      FROM EXPECTED SERVICES NOT RECEIVED
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,205,492LIQUIDATED
      DAMAGES EXPENSE
                  
                  
                  60,000
                  
                  
                  
                  111,825
                  
                  
                  
                  391,650LOSS
      FROM OPERATIONS
                  
                  
                  (1,963,927
                  )
                  
                  
                  (1,744,075
                  )
                  
                  
                  (19,097,911
                  )OTHER
      (EXPENSE) INCOMENon-operating
      expense, net
                  
                  
                  -
                  
                  
                  
                  (37,530
                  )
                  
                  
                  (14,670
                  )Interest
      income
                  
                  
                  1,887
                  
                  
                  
                  -
                  
                  
                  
                  1,887Interest
      expense, net
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (679,426
                  )Change
      in fair value of derivative liabilities - warrants
                  
                  
                  682,572
                  
                  
                  
                  -
                  
                  
                  
                  1,935,163Total
      other income (expense), net
                  
                  
                  684,459
                  
                  
                  
                  (37,530
                  )
                  
                  
                  1,242,954LOSS
      BEFORE PROVISION FOR INCOME TAXES
                  
                  
                  (1,279,468
                  )
                  
                  
                  (1,781,605
                  )
                  
                  
                  (17,854,957
                  )PROVISION
      FOR INCOME TAXES
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NET
      LOSS
                  
                  
                  (1,279,468
                  )
                  
                  
                  (1,781,605
                  )
                  
                  
                  (17,854,957
                  )OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation adjustment
                  
                  
                  12,544
                  
                  
                  
                  21,177
                  
                  
                  
                  58,945COMPREHENSIVE
      LOSS
                  
                  $
                  (1,266,924
                  )
                  
                  $
                  (1,760,428
                  )
                  
                  $
                  (17,796,012
                  )LOSS
      PER SHAREBasic
      and diluted loss per share
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.43
                  )Basic
      and diluted weighted average shares outstanding
                  
                  
                  76,636,851
                  
                  
                  
                  42,605,696
                  
                  
                  
                  41,281,160





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





2




DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (AN
EXPLORATION COMPANY)
 CONSOLIDATED
STATEMENT OF SHAREHOLDERS' EQUITY
 
 SHARS TO BE
                          
                          
                          
                          
                          
                          ACCUMULATEDADDITIONAL
                          
                          
                          STOCK
                          
                          
                          RETURNED FOR
                          
                          
                          
                          
                          
                          OTHER
                          
                          
                          TOTALPREFERRED STOCK
                          
                          
                          COMMON STOCK
                          
                          
                          SHARES IN ESCROW
                          
                          
                          PAID-IN
                          
                          
                          SUBSCRIPTION
                          
                          
                          SERVICES NOT
                          
                          
                          ACCUMULATED
                          
                          
                          COMPREHENSIVE
                          
                          
                          SHAREHOLDERS'SHARES
                          
                          
                          PAR
                          
                          
                          SHARES
                          
                          
                          PAR
                          
                          
                          SHARES
                          
                          
                          PAR
                          
                          
                          CAPITAL
                          
                          
                          RECEIVABLE
                          
                          
                          RECEIVED
                          
                          
                          DEFICIT
                          
                          
                          GAIN (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, 2006 for $76,500 in services and $8,500 cash, at $0.01
      per share
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          8,500,000
                          
                          
                          
                          850
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          84,150
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          85,000Stock
      sold through subscription agreements April through December 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
                          )
                          
                          
                          914,164Proceeds
      on subscription receivable
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,500
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,500Shares
      assumed pursuant to reverse merger
                          
                          
                          100
                          
                          
                          
                          
                          
                          
                          
                          232,696
                          
                          
                          
                          23
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (135,230
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (135,207
                          )Repurchase
      preferred stock
                          
                          
                          (100
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (10,000
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (10,000
                          )Stock
      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, for services and note conversion
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          7,925,000
                          
                          
                          
                          793
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          3,961,707
                          
                          
                          
                          
                          
                          
                          
                          (1,654,167
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,308,333$0.50
      per share, CEO for compensation
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,500,000
                          
                          
                          
                          150
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          749,850
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          750,000$0.50
      per share, for cash
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          3,314,000
                          
                          
                          
                          331
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,656,669
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,657,000$0.50
      per share, for consulting services
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,299,000
                          
                          
                          
                          230
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,149,270
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,149,500$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 loan issuance cost
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          800,000
                          
                          
                          
                          80
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          399,920
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          400,000Warrants
      issued with convertible note
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          67,427
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          67,427Special
      warrants issued
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -for
      cash
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,230,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,230,000with
      convertible promissory note
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          500,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          500,000Preferred
      stock issued for compensation expense
                          
                          
                          100
                          
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          10,000
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          10,000Stock
      compensation
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          594,370
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          594,370Foreign
      currency translation gain
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          27,817
                          
                          
                          
                          27,817Net
      loss
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (7,993,856
                          )
                          
                          
                          
                          
                          
                          
                          (7,993,856
                          )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
                          
                          
                          
                          3,182,714Cancellation
      of previously issued preferred stock
                          
                          
                          (100
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -Preferred
      stock issued for cash
                          
                          
                          100
                          
                          
                          
                          -
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -Stock
      issued$0.46
      per share, for cash
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          21,840,000
                          
                          
                          
                          2,184
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          9,794,216
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          9,796,400$0.46
      per share, for consulting services
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          800,000
                          
                          
                          
                          80
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          367,920
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          368,000$0.50
      per share, for consulting services
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          376,000
                          
                          
                          
                          38
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          187,962
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          188,000$0.50
      per share, for officer compensation
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          5,216,666
                          
                          
                          
                          522
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,581,144
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,581,666$0.50
      per share, to extend note
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          250,000
                          
                          
                          
                          25
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          124,975
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          125,000Special
      warrants converted to stock
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          2,015,000
                          
                          
                          
                          200
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (200
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          -Release
      of escrow shares
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,333,334
                          
                          
                          
                          133
                          
                          
                          
                          666,534
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          666,667Special
      warrants issued for cash
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          77,500
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          77,500Stock
      compensation expense
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,038,597
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,038,597Warrants
      issued for services
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          63,365
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          63,365Foreign
      currency translation gain
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          21,235
                          
                          
                          
                          21,235Net
      loss
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (7,710,552
                          )
                          
                          
                          
                          
                          
                          
                          (7,710,552
                          )Balance,
      December 31, 2008, as previously reported
                          
                          
                          100
                          
                          
                          
                          -
                          
                          
                          
                          73,103,362
                          
                          
                          
                          7,310
                          
                          
                          
                          (1,333,333
                          )
                          
                          
                          (134
                          )
                          
                          
                          29,828,822
                          
                          
                          
                          (1,560
                          )
                          
                          
                          (1,654,167
                          )
                          
                          
                          (17,828,080
                          )
                          
                          
                          46,401
                          
                          
                          
                          10,398,592Cumulative
      effect of reclassification of warrants issued July 10, 2008, pursuant to
      EITF 07-5
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (2,402,303
                          )
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,252,591
                          
                          
                          
                          
                          
                          
                          
                          (1,149,712
                          )Balance,
      January 1, 2009, as adjusted
                          
                          
                          100
                          
                          
                          
                          -
                          
                          
                          
                          73,103,362
                          
                          
                          
                          7,310
                          
                          
                          
                          (1,333,333
                          )
                          
                          
                          (134
                          )
                          
                          
                          27,426,519
                          
                          
                          
                          (1,560
                          )
                          
                          
                          (1,654,167
                          )
                          
                          
                          (16,575,489
                          )
                          
                          
                          46,401
                          
                          
                          
                          9,248,880Release
      of escrow shares
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,333,333
                          
                          
                          
                          134
                          
                          
                          
                          666,534
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          666,668Stock
      issued, $0.20 per share, for officer compensation
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          6,000,000
                          
                          
                          
                          600
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,199,400
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          1,200,000Stock
      compensation expense
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          49,777
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          49,777Foreign
      currency translation gain
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          12,544
                          
                          
                          
                          12,544Net
      loss
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (1,279,468
                          )
                          
                          
                          
                          
                          
                          
                          (1,279,468
                          )Balance,
      March 31, 2009 (unaudited)
                          
                          
                          100
                          
                          
                          $
                          -
                          
                          
                          
                          79,103,362
                          
                          
                          $
                          7,910
                          
                          
                          
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          29,342,230
                          
                          
                          $
                          (1,560
                          )
                          
                          $
                          (1,654,167
                          )
                          
                          $
                          (17,854,957
                          )
                          
                          $
                          58,945
                          
                          
                          $
                          9,898,401
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  3
  DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (AN
EXPLORATION COMPANY)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 FOR THE
THREE MONTHS ENDED MARCH 31, 2009 AND 2008 AND FROM INCEPTION (MARCH 1, 2006) TO
MARCH 31, 2009
 
 (UNAUDITED)
 
 From inceptionThree months ended
                          
                          
                          (March 1, 2006)March 31,
                          
                          
                          to March 31,2009
                          
                          
                          2008
                          
                          
                          2009CASH FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                          
                          $
                          (1,279,468
                          )
                          
                          $
                          (1,781,605
                          )
                          
                          $
                          (17,854,957
                          )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                          
                          
                          2,270
                          
                          
                          
                          2,669
                          
                          
                          
                          57,084Bad
      debt expense
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          80,000Warrants
      issued for services
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          260,952Amortization
      of debt discount
                          
                          
                          -
                          
                          
                          
                          221,847
                          
                          
                          
                          31,641Amortization
      of note issuance costs
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          509,787Common
      stock issued for advisory services
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,462,479Loss
      from expected services not received
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,205,492Change
      in fair value of derivative liabilities
                          
                          
                          (682,572
                          )
                          
                          
                          -
                          
                          
                          
                          (1,935,163
                          )Stock
      option expense
                          
                          
                          49,777
                          
                          
                          
                          931,364
                          
                          
                          
                          1,682,744Common
      stock issued for notes issuance costs
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          125,000Common
      stock issued for employee compensation
                          
                          
                          1,200,000
                          
                          
                          
                          -
                          
                          
                          
                          3,781,666Preferred
      stock issued for employee compensation
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          10,000Interest
      income on notes receivable
                          
                          
                          (1,887
                          )
                          
                          
                          -
                          
                          
                          
                          (1,887
                          )Loss
      on currency exchange
                          
                          
                          -
                          
                          
                          
                          1,048
                          
                          
                          
                          11,080Changes
      in operating assets and liabilities:Prepaid
      expense
                          
                          
                          (1,345
                          )
                          
                          
                          25,000
                          
                          
                          
                          40,411Other
      assets
                          
                          
                          (2,412
                          )
                          
                          
                          (12,000
                          )
                          
                          
                          (23,412
                          )Accrued
      liabilities
                          
                          
                          (88,537
                          )
                          
                          
                          46,969
                          
                          
                          
                          360,911Liquidated
      damages payable
                          
                          
                          26,400
                          
                          
                          
                          111,825
                          
                          
                          
                          358,050Net
      cash used in operating activities
                          
                          
                          (777,774
                          )
                          
                          
                          (452,883
                          )
                          
                          
                          (7,838,122
                          )CASH
      FLOWS FROM INVESTING ACTIVITIES:Equipment
      purchase
                          
                          
                          -
                          
                          
                          
                          (3,271
                          )
                          
                          
                          (71,488
                          )Long
      term investment
                          
                          
                          (356,349
                          )
                          
                          
                          (1,053,774
                          )
                          
                          
                          (6,600,401
                          )Advances
      for notes receivable
                          
                          
                          (350,000
                          )
                          
                          
                          -
                          
                          
                          
                          (430,000
                          )Advance
      to officer
                          
                          
                          (80,000
                          )
                          
                          
                          -
                          
                          
                          
                          (80,000
                          )Net
      cash used in investing activities
                          
                          
                          (786,349
                          )
                          
                          
                          (1,057,045
                          )
                          
                          
                          (7,181,889
                          )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from sale of common stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          14,467,800Proceeds
      from special warrants
                          
                          
                          -
                          
                          
                          
                          77,500
                          
                          
                          
                          2,298,420Proceeds
      from exercise of warrants
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          45,000Payment
      of note issuance cost
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (74,000
                          )Payment
      on notes payables
                          
                          
                          -
                          
                          
                          
                          (100,000
                          )
                          
                          
                          (2,625,000
                          )Payment
      on equity transactions
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (250,000
                          )Proceeds
      from short term loan
                          
                          
                          -
                          
                          
                          
                          1,681,416
                          
                          
                          
                          76,284Proceeds
      from notes payable
                          
                          
                          -
                          
                          
                          
                          350,000
                          
                          
                          
                          3,105,000Proceeds
      from subscription receivable
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,500Payment
      to repurchase preferred stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (10,000
                          )Net
      cash provided by financing activities
                          
                          
                          -
                          
                          
                          
                          2,008,916
                          
                          
                          
                          17,035,004EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                          
                          
                          12,520
                          
                          
                          
                          18,663
                          
                          
                          
                          40,994NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                          
                          
                          (1,551,603
                          )
                          
                          
                          517,651
                          
                          
                          
                          2,055,987CASH
      AND CASH EQUIVALENTS, beginning
                          
                          
                          3,607,590
                          
                          
                          
                          878,116
                          
                          
                          
                          -CASH
      AND CASH EQUIVALENTS, ending
                          
                          $
                          2,055,987
                          
                          
                          $
                          1,395,767
                          
                          
                          $
                          2,055,987SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATION:Interest
      paid
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          116,663Income
      taxes paid
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Non-cash
      investing and financing activities:Net
      liabilities assumed in reverse acquisition
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          135,207Conversion
      of notes and interest for common stock
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          106,071Issuance
      of founders stock for subscription receivable
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          14,960Shares
      issued for exploration and development of investment
                          
                          $
                          666,666
                          
                          
                          $
                          666,666
                          
                          
                          $
                          1,999,999Common
      stock issued to prepay for consulting services
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          69,521Special
      warrants issued for repayment of convertible promissory
    note
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          500,000Warrants
      issued for discount on debt
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          31,641Warrants
      issued for loan issuance costs
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          35,786Common
      stock issued for loan issuance cost
                          
                          $
                          
                          
                          
                          $
                          -
                          
                          
                          $
                          650,000
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
  4




DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





1.
            Nature of Business and
      Significant Accounting
Policies





a.
            Nature of
      business – Dominion Minerals Corp. (“Company”) 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 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 sheets.





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.





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, 2008,
appearing elsewhere and in the Company's annual report on 10-K filed on May 18,
2009.





5





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





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 – SFAS 107, Disclosures about Fair Value
      of Financial Instruments, defines financial instruments and
      requires fair value disclosures about those instruments. SFAS 157, Fair Value
      Measurements, defines fair value, establishes a three-level
      valuation hierarchy for disclosures of fair value measurement and enhances
      disclosures requirements for fair value measures.  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 loan
receivable, long term investment, payables and short-term loan qualify as
financial instruments.





Management
believes the carrying values of the loan receivable, payables and short-term
loan 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
if applicable, the stated rate of interest is equivalent to rates currently
available.





The long
term investment is related to $8.6 million the Company invested in Cuprum
Resources Corp. as of March 31, 2009. 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 contributed to the investment.





The
Company did not identify any assets or liabilities that are required to be
presented on the consolidated balance sheets at fair value in accordance with
SFAS 157.





6





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





e.
            Derivative
      liabilities – Effective January 1, 2009, the
      Company applies FASB’s Emerging Issues Task Force Issue 07-5 (“EITF
      07-5”),DeterminingWhether an
      Instrument (or Embedded Feature) isIndexed to an
      Entity’s Own Stock.  EITF 07-5 provides a
      two-step model to determine whether a financial instrument or an embedded
      feature is indexed to an issuer’s own stock and thus able to qualify for
      the SFAS 133 paragraph 11(a) scope exception. Using the criteria in EITF
      07-5, the Companydetermines which instruments or
      embedded features require liability accounting and records the fair values
      as derivative liabilities. The changes in the values of derivative
      liabilities are shown in the accompanying consolidated statements of
      operations as “change in fair value of derivative liabilities -
      warrants.”





f.
            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.  Currently, only cash is included in cash and cash
      equivalents.





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 March 31, 2009, the
      Company’s bank balances exceeded government-insured limits by
      approximately $1.7 million.





The
Company has an investment in copper mining activities in Panama and gold mining
activities in the PRC.  Accordingly, the Company’s mining business,
financial condition and results of operations may be influenced by the
political, economic and legal environments in Panama and the PRC, and by the
general state their economies.  The Company’s foreign operations 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 128, Earnings Per Share,basic earnings/loss per common share (“EPS”) is computed by
      dividing net earnings/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.





The
following is a reconciliation of the basic and diluted loss per share
computations:





7





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





From
    inceptionThree months ended March
      31,
                    
                    
                    (March 1, 2006)
                      to March 31,2009
                    
                    
                    2008
                    
                    
                    2009Net loss
                    
                    $
                    (1,279,468
                    )
                    
                    $
                    (1,781,605
                    )
                    
                    $
                    (17,854,957
                    )Weighted average shares used in
      basic computation
                    
                    
                    76,636,851
                    
                    
                    
                    42,605,696
                    
                    
                    
                    41,281,160Diluted effect of stock options
      and warrants
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Weighted average shares used in
      diluted computation
                    
                    
                    76,636,851
                    
                    
                    
                    42,605,696
                    
                    
                    
                    41,281,160Loss per
    shareBasic
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.04
                    )
                    
                    $
                    (0.43
                    )Diluted
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.04
                    )
                    
                    $
                    (0.43
                    )





All
warrants and options were excluded from the diluted loss per share due to the
anti-diluted effect.





i.
            Income Taxes –
      The Company provides for income taxes under SFAS 109, Accounting for Income
      Taxes, and FASB Interpretation 48 (“FIN 48”), Accounting for Uncertainty in
      Income Taxes.SFAS 109 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.





Under FIN
48, 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 – The
      Company records stock-based compensation in accordance with SFAS 123R,Share-Based
      Payment. SFAS 123R
      requires companies to measure compensation cost for stock-based employee
      compensation at fair value at the grant date and recognize the expense
      over the employee’s requisite service period. Under SFAS 123R, the
      Company’s volatility is based on the historical volatility of the
      Company’s stock or the expected volatility of similar companies. The
      expected life assumption is primarily based on historical exercise
      patterns and employee post-vesting termination behavior. 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.





8





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





The Company uses the Black-Scholes
option-pricing model which was developed for use in estimating the fair value of
options. Option-pricing models require the input of highly complex and
subjective variables including the expected life of options granted and the
Company’s expected stock price volatility over a period equal to or greater than
the expected life of the options. Because changes in the subjective assumptions
can materially affect the estimated value of the Company’s employee stock
options, it is management’s opinion that the Black-Scholes option-pricing model
may not provide an accurate measure of the fair value of the Company’s employee
stock options. Although the fair value of employee stock options is determined
in accordance with SFAS 123R using an option-pricing model, that value may not
be indicative of the fair value observed in a willing buyer/willing seller
market transaction.





Further,
for stock, options, and warrants issued to service providers and founders, the
Company follows SFAS 123R 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 periods.





k.
            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





l.
            Impairment for long
      lived assets – 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 March 31, 2009 and December 31,
      2008.





m.
            Foreign currency
      translation – The reporting and functional currency of the Company
      is the U.S. dollar.  Cuprum’s currency is the U.S. Dollar, which
      is the currency used in Panama, although the Panamanian currency is called
      the Balboa.  Dongxing and Tianjin use their local currency, the
      Chinese Renminbi (“RMB”), for operations. For Dongxing and Tianjin,
      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.





9





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





Asset
      and liability accounts at March 31, 2009 and December 31, 2008 were
      translated at 6.83 RMB to $1.00 and 6.82 RMB to $1.00, respectively. The
      average translation rates applied to income statement accounts and cash
      flows for the periods ended March 31, 2009 and 2008, and from March 1,
      2006 (inception) to March 31, 2009 were 6.83 RMB, 7.15 RMB, and 7.38 RMB
      to $1.00, respectively. In accordance with SFAS 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 sheets.





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.





n.
            Recent accounting
      pronouncements





In December 2007, the FASB issued SFAS141R,Business
Combinations,which replacedSFAS 141. SFAS 141R retains the
purchase method of accounting for acquisitions, but requires a number of
changes, including changes in the way assets and liabilities are recognized in
the purchase accounting as well as requiring the expensing of
acquisition-related costs as incurred. Furthermore, SFAS 141R provides guidance
for recognizing and measuring the goodwill acquired in the business combination
and determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. SFAS 141R is effective for fiscal years beginning on or after
December 15, 2008. Earlier adoption is prohibited.SFAS 141R did not have a material impact
on the accompanying consolidated financial statements.





In
December 2007, the FASB adopted 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. SFAS 160 did not have a material impact
on the accompanying consolidated financial statements.





In February 2008, the FASB issued 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 underSFAS 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 141 or SFAS 141R, regardless of whether
those assets and liabilities are related to leases.





10





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





Also in
February 2008, the FASB issued 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 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 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 157 to these
assets and liabilities.





In March
2008, the FASB issued 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 133, Accounting for Derivative
Instruments and Hedging Activities, 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. SFAS 161 had no impact on the Company’s consolidated
financial statements.





In May
2008, the FASB issued 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”). SFAS 162 had no material impact on
the Company’s consolidated financial statements.





In May2008, the FASB issued 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 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. FSP APB
14-1had no material impact
on the Company’sconsolidated financialstatements.





In June
2008, FASB issued EITF 08-4, Transition Guidance for Conforming
Changes to Issue No. 98-5. The objective of EITF 08-4 is to provide
transition guidance for conforming changes made to EITF 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, that result from EITF 00-27, Application of Issue No. 98-5 to
Certain Convertible Instruments, and SFAS 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.  EITF 08-4 had no impact
on the Company’s consolidated financial statements.





11





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





InJune 2008, the FASB issued FSP EITF
03-6-1,Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities,to address the question of whether
instruments granted in share-based payment transactions are participating
securities prior to vesting. FSP EITF 03-6-1 indicates that unvested share-based
payment awards that contain rights to dividend payments should be included in
earnings per share calculations. The guidance will be effective for fiscal years
beginning after December 15, 2008.FSP EITF 03-6-1 had no impact on the
Company’s consolidated financial statements.





In
October 2008, the FASB issued FSP 157-3, Determining the Fair Value of a
Financial Asset in a Market That Is Not Active, which clarifies the
application of SFAS 157 when the market for a financial asset is inactive.
Specifically, FSP 157-3 clarifies how (1) management’s internal assumptions
should be considered in measuring fair value when observable data are not
present, (2) observable market information from an inactive market should be
taken into account, and (3) the use of broker quotes or pricing services should
be considered in assessing the relevance of observable and unobservable data to
measure fair value. The Company is currently evaluating the impact of adoption
of FSP 157-3 on the Company’s consolidated financial statements.





In April 2009, the FASB issued FSP
157-4,Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly.  FSP
157-4 amends SFAS 157 and provides additional guidance for estimating fair value
in accordance with SFAS 157 when the volume and level of activity for the asset
or liability have significantly decreased and also includes guidance on
identifying circumstances that indicate a transaction is not orderly for fair
value measurements. FSP 157-4 shall be applied prospectively with retrospective
application not permitted. FSP 157-4 shall be effective for interim and annual
periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009. An entity early adopting FSP 157-4
must also early adopt FSP
115-2 and 124-2,Recognition and
Presentation of Other-Than-Temporary Impairments. Additionally, if an entity elects to
early adopt either FSP 107-1and 28-1,Interim Disclosures
about Fair Value of Financial Instrumentsor FSP 115-2 and 124-2, it must also
elect to early adopt this FSP. The Company is currently evaluating this new FSP
but does not believe that it will have a material impact on the consolidated
financial statements.





12





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)




In April 2009, the FASB issued FSP 115-2
and 124-2. FSP 115-2 amends SFAS 115,Accounting for
Certain Investments in Debt and Equity Securities, SFAS 124,Accounting for
Certain Investments Held by Not-for-Profit Organizations, and EITF 99-20,Recognition of
Interest Income and Impairment on Purchased Beneficial Interests and Beneficial
Interests That Continue to Be Held by a Transferor in Securitized Financial
Assets, to make the
other-than-temporary impairments guidance more operational and to improve the
presentation of other-than-temporary impairments in the financial statements.
This FSP will replace the existing requirement that the entity’s management
assert it has both the intent and ability to hold an impaired debt security
until recovery with a requirement that management assert it does not have the
intent to sell the security, and it is more likely than not it will not have to
sell the security before recovery of its cost basis. This FSP provides increased
disclosure about the credit and noncredit components of impaired debt securities
that are not expected to be sold and also requires increased and more frequent
disclosures regarding expected cash flows, credit losses, and an aging of
securities with unrealized losses. Although this FSP does not result in a change
in the carrying amount of debt securities, it does require that the portion of
an other-than-temporary impairment not related to a credit loss for a
held-to-maturity security be recognized in a new category of other comprehensive
income and be amortized over the remaining life of the debt security as an
increase in the carrying value of the security. This FSP shall be effective for
interim and annual periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. An entity may early
adopt this FSP only if it also elects to early adopt FSP 157-4. Also, if an
entity elects to early adopt either FSP 157-4 or FSP 107-1 and 28-1, the entity
also is required to early adopt this FSP. The Company is currently evaluating
this new FSP but does not believe that it will have a material impact on the
consolidated financial statements.





In April 2009, the FASB issued FSP 107-1
and 28-1. This FSP amends SFAS 107, to require disclosures about fair value of
financial instruments not measured on the balance sheet at fair value in interim
financial statements as well as in annual financial statements. Prior to this
FSP, fair values for these assets and liabilities were only disclosed annually.
This FSP applies to all financial instruments within the scope of SFAS 107 and
requires all entities to disclose the method(s) and significant assumptions used
to estimate the fair value of financial instruments. This FSP shall be effective
for interim periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. An entity may early
adopt this FSP only if it also elects to early adopt FSP 157-4 and 115-2 and
124-2. This FSP does not require disclosures for earlier periods presented for
comparative purposes at initial adoption. In periods after initial adoption,
this FSP requires comparative disclosures only for periods ending after initial
adoption. The Company is currently evaluating the disclosure requirements of
this new FSP.





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 $17.9 million as of March 31, 2009, 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 consolidated
financial statements as a result of this uncertainty.





13





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





3.
            Note
      receivable





On
January 2, 2009, the Company loaned $350,000 to Balstone Investments Ltd.,
a corporation organized and operating under the laws of the British Virgin
Islands.  The loan requires interest on the principal equal to the
3-month LIBOR plus 1% (or 2.2108% at March 31, 2009) per annum and payment in
full by March 31, 2009.  At March 31, 2009, the loan was not repaid. 
The Company extended the loan to May 31, 2009.  Subsequent to March 31,
2009, $200,000 was repaid.  The Company recorded $1,887 of interest income
for the three months ended March 31, 2009.





4.
            Property and
      Equipment





Property
and equipment consist of the following:





March 31,
    2009
                  
                  
                  December 31,
      2008Office
      equipment
                  
                  $
                  28,727
                  
                  
                  $
                  28,727Less: accumulated
      depreciation
                  
                  
                  (5,532
                  )
                  
                  
                  (3,263
                  )Property and equipment,
      net
                  
                  $
                  23,195
                  
                  
                  $
                  25,464





Depreciation
expense amounted to $2,270, $2,669 and $57,084 for the three months ended March
31, 2009 and 2008, and for the period from inception (March 1, 2006) to March
31, 2009, respectively.





5.
            Long term
      investment





a.
            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 option under the cost method of accounting for investments. As
      of March 31, 2009, the Company made its first two cash installment
      payments of $500,000, invested another $5,600,267 which was used for the
      exploration and development work, and issued 4,000,000 shares of common
      stock at $0.50 per share, or $2,000,000. Accordingly, as of March 31,
      2009, the Company reflected approximately $8,600,000 as investments in the
      accompanying consolidated balance sheet, which includes the approximately
      $5,600,000 incurred in the exploration and development work. The
      exploration and development work relates to 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. These costs have been capitalized by the Company
      as part of the Company’s option to acquire up to 75% interest in Cuprum,
      as per the Agreement. In accordance with the Agreement, the Company was to
      have contributed approximately $9,000,000 by the second anniversary of the
      Agreement, and by March 31, 2009, that milestone had not been
      reached.  Therefore, as of March 31, 2009, in accordance with
      the Agreement, the Company did not own any direct interest in
      Cuprum.





14





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





In March
2009, the Company and Bellhaven became engaged in a certain dispute with respect
to the performance of the respective obligations by each party in accordance
with the Agreement.  Included in this dispute between the Company and
Bellhaven was the fact that a certain environment impact assessment (“EIA”) was
still pending approval by the regulatory agency of Panama, without which the
exploration and development efforts cannot continue at the copper prospect
location.  Cuprum received certain inquiries from the regulatory
agency with respect to the submission of the EIA, and Cuprum in turn submitted
its responses to address those inquiries.  Management believes that
the approval process of the EIA is procedural in nature, and with the submission
of the responses regarding the EIA, the ultimate approval of the EIA is
imminent.  The review by the regulatory agency regarding Cuprum’s
responses to EIA inquiries is still pending, and there can be no assurance that
Cuprum will be successful in obtaining clearance of the EIA by the regulatory
agency of Panama, the result of which can have a material adverse effect on the
Company’s investment herein.





In an
effort to resolve the aforementioned dispute between the Company and Bellhaven,
on April 14, 2009, the Company and Bellhaven executed a stock purchase agreement
(“SPA”) whereby the Company acquired 100% interest in Cuprum for $1,500,000 in
cash and 2,000,000 shares of common stock.  Further, as per the SPA,
Bellhaven will transfer all of the issued and outstanding shares of Cuprum
currently owned by Bellhaven to the Company.  In addition, all
previous payments made by the Company to Bellhaven for the exploration and
development work under the terms of the Agreement, and the issuance of 4,000,000
shares to Bellhaven, are included as part of the consideration for the
transaction.





b.
            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.





15





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





c.
            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 paid $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 March 31,
      2009, TIGMR has still not transferred the mining 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 exercises 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”). The Promissory
      Note accrues 12% interest per annum and in the event of a default begins
      to accrue interest at 20% annum. The principal plus all accrued and unpaid
      interest is payable in cash or at the option of the Holder, is convertible
      into shares of common stock of the Company (“conversion”) on the Maturity
      Date.  The original maturity date of the Promissory Note was
      March 16, 2001. The Promissory Note also called for the issuance of a
      warrant to purchase 50,000 shares of the Company’s common stock at $0.25
      for a term of 5 years. In May 2001, the Company and the Holder executed an
      Allonge and Amendment to Promissory Note, amending the Maturity Date to
      December 31, 2001. In November 2004, the Holder executed an “Assignment
      and Endorsement of Note” and assigned all of the Holder’s right, title and
      interest in and to the Promissory Note, to Securities Acquisition New
      York, LLC (“SANY”). From October 2004 to June 2006, SANY converted $32,300
      of principal into 323,000,000 pre-split shares of common stock. On October
      26, 2006, SANY executed an “Agreement of Assignment of Note” and assigned
      all of the Holder’s right, title and interest in and to the Promissory
      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.





On April
1, 2007, the Company agreed to issue 7,925,000 shares of common stock to WGF and
various entities and individuals, which simultaneously purchased an interest in
the total note from WGF, converted the total balance of $106,071 ($67,700
principal and $38,371 interest) and additionally WGF and the designees were
expected to provide unspecified future services.  The Promissory Note
was canceled. There was no relationship between SANY, WGF and the Company prior
to the note assignments.





16





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(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, and the Company restated their historical
consolidated financial statements accordingly.  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 the
Company’s 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 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 recorded 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.





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 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 did not receive the services that it expected to receive when the shares
were issued, and filed a lawsuit on December 23, 2008, 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.  A
Settlement Agreement was reached between the parties in February
2009.  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 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 $26,500. The Company 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 March 31, 2009, 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.





17





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





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
      including $34,000 in cash and a warrant to purchase 300,000 common shares
      at $1.00 for two-years. 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 the 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 300,000 warrants were
      replaced with a warrant to purchase 300,000 common shares, exercisable at
      $0.65 for a period of two-years. 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 had not been issued as of March 31,
  2009.





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.





18





DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





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.





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.





g.
            Short-Term
      Loan – During 2008, Dongxing borrowed approximately $76,000 from certain
      third parties for the Zhaoyuan Dongxing joint venture for operational
      purposes.  The loans are non-interest bearing, unsecured, and
      payable on demand.  As of March 31, 2009, no principal amounts
      had been paid, and as such, approximately $76,000 was due and outstanding
      on the consolidated balance sheet.





Total
      interest expense for the above convertible notes payable and short term
      loans for the three months ended March 31, 2009 and 2008, and from
      inception (March 1, 2006) to March 31, 2009 amounted to $0, $13,750, and
      $210,986, 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. On April
      15, 2008, the Company canceled the agreement.  The Company did
      not pay any monies to SRA during the periods ended March 31, 2009 and
      2008.  For the period from March 1, 2006 (inception) to March
      31, 2009, the Company paid $300,000 to
SRA.





19


DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





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.





b.
            Chief
      Financial Officer – 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.





d.
            Advance
      to officer – In January 2009, the Company advanced $100,000 to an officer
      of the Company as an advance of salary. The advance is non-interest
      bearing. The Company amortizes $10,000 per month against amounts due from
      the officer as salary expense.  The remaining balance of $80,000
      as of March 31, 2009, is being amortized during the year ending December
      31, 2009.





20




DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (AN
EXPLORATION COMPANY)
 NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)


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 March 31, 2009, the Company has 79,103,362 of common stock
outstanding.





a.
              On
      July 10, 2008, the Company completed a Private Placement whereby the
      Company issued shares of common stock, preferred stock, and warrants. (See
      Note 8q). The First Warrants and Second Warrants entitle the investors to
      purchase one new share of common stock at $0.46 and $0.50 per share,
      respectively.





Effective January 1, 2009, the
Company adopted the
provisions of EITF 07-5.Becausethe number of shares to be issued on the
exercise of the First Warrants and Second Warrants is increased by the number of
additional shares so that the percentage ownership of the holder is the same as
it would have been if the shares sold by the Company were sold at $0.53 per
share,these warrantsthat werepreviously treated as equity pursuant to
the derivative treatment exemption were no longer affordedsuchequity treatment.





As such, effective January 1, 2009, the
Company reclassified the fair value of these warrants from equity to liability
status as if these warrants were treated as a derivative liability since their
date of issue in July 2008. On January 1, 2009, the Company
reclassified from additional paid-in capital, as a cumulative effect adjustment,
$1,252,591tobeginning retained earnings and
$1,149,712to derivative liabilities - warrantsto recognize the fair value of such
warrants on such date. The fair value of these warrantsdecreased to $467,140as of March 31, 2009. As such the
Company recognized again
of$682,572from the change in fair value of these
warrants for three months ended March 31, 2009.





No other warrants met the criteria of
liability accounting treatment in accordance with EITF 07-5.





b.
              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


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





c.
              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.





d.
              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 (Note 1).
      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 March 31, 2009 and
      December 31, 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 at
      $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 to management and consultants warrants to purchase up to
      a total of 5,970,000 shares of common stock. 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.  From December
      2006 to February 2007, warrants with options to purchase a total of
      470,000 were exercised for cash.  The Subsidiary received
      $47,000 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.





(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 period from January 2007 to March 2007, the Subsidiary issued
      1,475,000 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 $737,500 in the statement of
      operations.





22




DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (AN
EXPLORATION COMPANY)
 NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)


(5)
              During
      the period from July 2007 to September 2007, the Subsidiary issued 425,000
      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 $212,500 in the statement of
      operations.





(6)
            During
      the period from October 2007 to December 2007, the Subsidiary issued
      399,000 shares of its common stock to various individuals and entities in
      exchange for consulting services to the Subsidiary. The Company recorded
      consulting expense in the amount of $199,500 in the statement of
      operations.





(7)
            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 upon grant.





e.
              On
      March 9, 2007, the Company issued 4,000,000 shares of common stock to
      Bellhaven as part of an Exploration Development Agreement entered into by
      and between the Company, Bellhaven and Cuprum.  As per the
      agreement, the Company 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. As of March 31, 2009, the 1,333,333 shares were
      released from escrow.





f.
            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 a Convertible Promissory Note
      and unspecified services expected to be delivered.  See Note
      6a.





g.
            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.





h.
            On
      June 18, 2007, in connection with the Company and the CFO entering into a
      Stock Repurchase Agreement in which the Company repurchased from the CFO
      100 shares of the Company’s outstanding Series I Preferred Stock held by
      the CFO, the Company filed a Certificate of Designation with the state of
      Delaware and canceled the Series I Preferred Stock.  The
      Preferred Shares repurchased represented the total amount of Preferred
      Stock issued and outstanding.





23


DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (AN
EXPLORATION COMPANY)
 NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)


i.
              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).





j.
            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).





k.
            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 March 31, 2009, the Company has not
      filed the registration statement and therefore $20,000 has been included
      in liquidated damages payable in the accompanying consolidated balance
      sheet.





l.
            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.





m.
            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).





n.
            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.





o.
            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 statement of
      operations for the year ended December 31,
2008.





p.
            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).





q.
            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 21,840,000 common shares at $0.46 per
      share.  $8,500,000 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);





24




DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)




(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.





r.
            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.  The cash
      payment was treated as a reduction from the gross proceeds from the Term
      Sheet.





s.
            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.





t.
            On
      November 21, 2008, the Company issued 150,000 common shares in exchange
      for consulting services.  The Company recorded consulting
      expenses in the amount of $69,000 in the accompanying consolidated
      statement of operations.





u.
            On
      February 6, 2009, the Company agreed to issue 6,000,000 shares of common
      stock to its directors in consideration of their past
      services.  The Company recorded directors’ compensation expenses
      in the amount of $1,200,000 in the accompanying consolidated statement of
      operations in the three months ended March 31,
  2009.





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:





25




DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)




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 SFAS 5, that is, they are recognized when they
are “probable” and can be “reasonably estimated”, which may be at
inception.  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.  As of March 31, 2009, the Company had not filed the
registration statement and accrued $358,050 in liquidated damages which were
charged to operations.





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 5b). The warrant
has an exercise price of $0.65 per share for a two-year term.  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
                      Life
                    
                    Expected
                      Volatility
                    
                    
                    Dividend
                      Yield
                    
                    
                    Risk Free
                      Interest Rate
                    
                    
                    Grant Date Fair
                      Value2.0
      years
                    
                    
                    54.00
                    %
                    
                    
                    0
                    %
                    
                    
                    4.78
                    %
                    
                    $
                    35,786





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 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.  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
                    Life
                  
                  Expected
                    Volatility
                  
                  
                  Dividend
                    Yield
                  
                  
                  Risk Free
                    Interest Rate
                  
                  
                  Grant Date Fair
                    Value1
      year
                  
                  
                  71.81
                  %
                  
                  
                  0
                  %
                  
                  
                  3.27
                  %
                  
                  $
                  133,688





The
following is a summary of the warrant activity:





26





DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (AN
EXPLORATION COMPANY)
 NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)
  Weighted-
                                  
                                  
                                  AverageNumber
      of
                                  
                                  
                                  Average
                                  
                                  
                                  RemainingWarrants
                                  
                                  
                                  Exercise
                                  
                                  
                                  ContractualOutstanding
                                  
                                  
                                  Price
                                  
                                  
                                  LifeBalance
      at inception, March 1, 2006
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  
                                  -Granted
                                  
                                  
                                  5,970,000
                                  
                                  
                                  
                                  0.16
                                  
                                  
                                  3.00
      yearsForfeited
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Exercised
                                  
                                  
                                  (20,000
                                  )
                                  
                                  
                                  0.10
                                  
                                  
                                  
                                  -Balance
      at December 31, 2006
                                  
                                  
                                  5,950,000
                                  
                                  
                                  $
                                  0.10
                                  
                                  
                                  2.75
      yearsGranted
                                  
                                  
                                  6,060,000
                                  
                                  
                                  
                                  1.00
                                  
                                  
                                  2.00
      yearsForfeited
                                  
                                  
                                  (5,500,000
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Exercised
                                  
                                  
                                  (450,000
                                  )
                                  
                                  
                                  0.10
                                  
                                  
                                  
                                  -Balance
      at December 31, 2007
                                  
                                  
                                  6,060,000
                                  
                                  
                                  $
                                  0.58
                                  
                                  
                                  1.63
      yearsGranted
                                  
                                  
                                  15,934,000
                                  
                                  
                                  
                                  0.64
                                  
                                  
                                  1.51
      yearsForfeited
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Exercised
                                  
                                  
                                  (2,391,000
                                  )
                                  
                                  
                                  0.50
                                  
                                  
                                  
                                  -Balance
      at December 31, 2008
                                  
                                  
                                  19,603,000
                                  
                                  
                                  $
                                  0.49
                                  
                                  
                                  1.33
      yearsGranted
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Forfeited
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Exercised
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Balance
      at March 31, 2009
                                  
                                  
                                  19,603,000
                                  
                                  
                                  $
                                  0.49
                                  
                                  
                                  1.08
      years


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:





The
following is a summary of the assumptions used in determining the fair value of
the options grants:





Years ended December 31,
                        
                        
                        2008
                        
                        
                        2007Expected
      life (in years)
                        
                        
                        
                        5.0
                        
                        
                        
                        5.0Expected
      volatility
                        
                        
                        Ranging
      from
                          64.2%
      to 72.4%
                        
                        
                        
                        61.4
                        %Risk
      free interest rate
                        
                        
                        Ranging
      from
                          2.8%
      to 3.3%
                        
                        
                        
                        3.5
                        %Dividend
      yield
                        
                        
                        
                        0.0
                        %
                        
                        
                        0.0
                        %Grant
      date fair value per option
                        
                        
                        Ranging
      from
                          $0.27
      to $0.28
                        
                        
                        
                        $0.27





There
were no options granted during the three months ended March 31,
2009.





Following
is a summary of the stock option activity:





27




DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)


Options
                              Outstanding
                            
                            
                            Weighted
                              Average
                              Exercise Price
                            
                            
                            Weighted
                              Average
                              Remaining
                              Contractual
                              Life (years)Outstanding
      as of December 31, 2006
                            
                            
                            -
                            
                            
                            $
                            -
                            
                            
                            
                            -Granted
                            
                            
                            5,400,000
                            
                            
                            
                            0.50
                            
                            
                            
                            3.92Forfeited
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Exercised
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Outstanding
      as of December 31, 2007
                            
                            
                            5,400,000
                            
                            
                            $
                            0.50
                            
                            
                            
                            4.33Granted
                            
                            
                            700,000
                            
                            
                            
                            0.50
                            
                            
                            
                            4.92Forfeited
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Exercised
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Outstanding
      as of December 31, 2008
                            
                            
                            6,100,000
                            
                            
                            $
                            0.50
                            
                            
                            
                            3.99Granted
                            
                            
                            -Forfeited
                            
                            
                            -Exercised
                            
                            
                            -Outstanding
      as of March 31, 2009
                            
                            
                            6,100,000
                            
                            
                            $
                            0.50
                            
                            
                            
                            3.74




For the
three months ended March 31, 2009 and 2008 and from inception (March 1, 2006) to
March 31, 2009, the Company has recognized $49,777, $931,364 and $1,682,744 in
stock option expenses, respectively.  The compensation expense related
to the unvested options as of March 31, 2009 is de minimis.





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 March 31, 2009 and December 31, 2008 are as
      follows:





March 31,
                    2009
                  
                  
                  December 31,
                    2008Net
      operating loss
                  
                  $
                  17,854,957
                  
                  
                  $
                  17,828,080Effective
      income tax rate
                  
                  
                  40
                  %
                  
                  
                  40
                  %Total
      deferred tax assets
                  
                  
                  7,141,983
                  
                  
                  
                  7,131,232Less:
      valuation allowance
                  
                  
                  (7,141,983
                  )
                  
                  
                  (7,131,232
                  )Total
      deferred tax assets
                  
                  $
                  -
                  
                  
                  $
                  -





The
Company’s deferred tax assets as of March 31, 2009 and December 31, 2008 of
$7,141,983 and $7,131,232, respectively, was fully offset by a valuation
allowance, resulting in net deferred tax assets 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 March 31, 2009 and 2008 is as follows:





28





DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (AN
EXPLORATION COMPANY)
 NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)


2009
                  
                  
                  2008Federal
      income tax rate
                  
                  
                  34
                  %
                  
                  
                  34
                  %State
      tax, net of federal benefit
                  
                  
                  6
                  %
                  
                  
                  6
                  %Increase
      in valuation allowance
                  
                  
                  (40
                  )%
                  
                  
                  (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 carryforwards will expire beginning in
2020 through 2029.





10.
            Commitments and
      contingencies – The Company entered into various agreements during
      the period from inception (March 1, 2006) to March 31,
      2009.  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.
            In
      the fourth quarter of 2008, the Company entered into a lease agreement for
      office space in Panama related to the copper prospect located
      therein.  The monthly payment is $3,000 per month, for a term of
      one year, renewable at the option of the Company.  For the three
      months ended March 31, 2009, the Company incurred rent expense in the
      amount of approximately $9,000.





29




DOMINION
MINERALS CORP. AND SUBSIDIARIES


(AN
EXPLORATION COMPANY)


NOTES
TO MARCH 31, 2009 CONSOLIDATED FINANCIAL STATEMENTS


(UNAUDITED)





On
February 1, 2009, the Company entered into a six-month lease agreement for the
corporate office space requiring monthly payments of $3,000.  Upon
completion of the six-month term, the agreement can be canceled by either party
upon a period of notice consisting of three months from the end of the month in
which such notice is provided.  For the three months ended March 31,
2009, the Company incurred rent expense in the amount of approximately
$6,000.





e.
            On
      December 24, 2008, the Company commenced an action (the “Action”) against
      Saddle River Associates and certain individuals and entities (the
      “defendants”) which sought injunctive relief and damages arising from,
      among other things, breach of contract.  On that same day, the
      court temporarily enjoined all defendants from, among other things,
      transferring or selling any of the Company’s stock. In February 2009, the
      parties executed a settlement agreement whereby the parties mutually
      settled all matters relating to the suit, which includes the return of
      2,308,333 shares of the Company’s common stock held by the defendants back
      to the Company for cancellation in exchange for a cash payment of $36,730
      by the Company to the defendants, as well as further payment of $26,500 by
      the Company to the Saddle River Associates for certain consulting fees
      incurred  The Action, however, is still pending in the Supreme
      Court of the State of New York, pending the transfer and return of the
      Company’s stock from certain
defendants.





11.
            Subsequent
      Event





On April
14, 2009, the Company and Bellhaven executed a stock purchase agreement whereby
the Company acquired 100% interest in Cuprum for $1,500,000 in cash and
2,000,000 shares of common stock. (See Note 5a)





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. 3 to Form 10SB 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.


31




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;




(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.


32


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 the Nevada 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:










33


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.




On March
6, 2007, the Company entered into an Exploration Development Agreement with
Bellhaven Copper & Gold, Inc. (“Bellhaven”), a corporation organized in
British Columbia, Canada, and Bellhaven’s wholly-owned subsidiary, Cuprum
Resources Corp. (“Cuprum”), a corporation organized in Panama.  Cuprum
is the holder of a Mineral Concession from Panama on a copper prospect located
in the Guariviara area of Panama.  That agreement granted the Company
and option to acquire up to 75% of the authorized and outstanding stock of
Cuprum.  On April 14, 2009, the Company and Bellhaven completed a
transaction pursuant to a Stock Purchase Agreement under which:





·
            The
      Company acquired 100% of Cuprum’s outstanding stock;
  and





·
            The
      March 6, 2007 Exploration Development Agreement was
      terminated.





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 March 31, 2009, results obtained from
preliminary drilling operations were not favorable.  The Company has
asked its joint venture partner to conduct a search of other gold prospects or
properties in the Shangdong Province area of China.




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 liability company 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.


34




The
following chart sets out our present organizational structure:









The
operations on the Panamanian mining concession held by our subsidiary, Cuprum
Resources Corp. and the proposed operations of the two Chinese Joint Ventures
will require our expenditure of materially more capital than is presently
available to us. Our proposed operations include:





·
            Conducting
      exploration and development work on Cuprum’s Panamanian 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;


35


·
            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, 2008, 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 $17.8
million at December 31, 2008 and $17.9 million at March 31, 2009, 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.




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 a
wide variety of estimates and assumptions that affect: (1) the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements, and (2) the reported amounts of
revenues and expenses during the reporting periods covered by the financial
statements. Our management routinely makes judgments and estimates about the
effect of matters that are inherently uncertain. As the number of variables and
assumptions affecting the future resolution of the uncertainties increases,
these judgments become even more subjective and complex. 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 to the consolidated financial
statements, and several of those critical accounting policies are as
follows:





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, and long term
investment.  Accordingly, actual results could materially differ from
these estimates upon which the carrying values were based.


36


Fair
Value of Financial Instruments





On
January 1, 2008, the Company adopted Statement of Financial Accounting Standards
(“SFAS”) No. 157 (“SFAS 157”), Fair Value
Measurements.  SFAS 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 sheets 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 the
current market rates of interest.  The three levels of valuation
hierarchy are defined as follows: (i) Level 1 inputs to the valuation
methodology are quoted prices (unadjusted) for identical assets or liabilities
in active markets; (ii) 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; and
(iii) Level 3 inputs to the valuation methodology are unobservable and
significant to the fair value measurement.  As of December 31, 2008
and 2007, the Company invested $7,577,385 and $2,720,279, respectively to Cuprum
Resources Corp. (“Cuprum”). 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 contributed
to the investment.  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 157.





Derivative
Liabilities - Warrants





Effective
January 1, 2009, we applied FASB’s Emerging Issues Task Force Issue 07-5 (“EITF
07-5”), Determining whether an
Instrument (or Embedded Feature) is indexed to an Entity’s Own
Stock.  EITF 07-5 provides a two-step model to determine
whether a financial instrument or an embedded feature is indexed to an issuer’s
own stock and thus able to qualify for the SFAS 133 paragraph 11(a) scope
exception. Using the criteria in EITF 07-5, the Company determines which
instruments or embedded features require liability accounting and records the
fair values as derivative liabilities. The changes in the values of derivative
liabilities are shown in the accompanying consolidated statements of operations
as “change in fair value of derivative liabilities - warrants.”





Stock-Based
Compensation





The
Company records stock-based compensation in accordance with SFAS 123R, Share-Based Payment. SFAS
123R requires companies to measure compensation cost for stock-based employee
compensation at fair value at the grant date and recognize the expense over the
employee’s requisite service period. Under SFAS 123R, the Company’s volatility
is based on the historical volatility of the Company’s stock or the expected
volatility of similar companies. The expected life assumption is primarily based
on historical exercise patterns and employee post-vesting termination behavior.
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.


37


The
Company uses the Black-Scholes option-pricing model which was developed for use
in estimating the fair value of options. Option-pricing models require the input
of highly complex and subjective variables including the expected life of
options granted and the Company’s expected stock price volatility over a period
equal to or greater than the expected life of the options. Because changes in
the subjective assumptions can materially affect the estimated value of the
Company’s employee stock options, it is management’s opinion that the
Black-Scholes option-pricing model may not provide an accurate measure of the
fair value of the Company’s employee stock options. Although the fair value of
employee stock options is determined in accordance with SFAS 123R using an
option-pricing model, that value may not be indicative of the fair value
observed in a willing buyer/willing seller market transaction.





Further,
for stock, options, and warrants issued to service providers and founders, the
Company follows SFAS 123R 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 periods.





Foreign
Currency Translation





The
reporting currency of the Company is the US dollar.  Zhaoyuan Co. and
Tianjin Empire use the 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.





Recently
Issued Accounting Pronouncements





In
December 2007, the FASB issued SFAS 141R, Business Combinations, which
replaced SFAS 141. SFAS 141R retains the purchase method of accounting for
acquisitions, but requires a number of changes, including changes in the way
assets and liabilities are recognized in the purchase accounting as well as
requiring the expensing of acquisition-related costs as incurred. Furthermore,
SFAS 141R provides guidance for recognizing and measuring the goodwill acquired
in the business combination and determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. SFAS 141R is effective for fiscal years
beginning on or after December 15, 2008. Earlier adoption is prohibited. SFAS
141R did not have a material impact on the Company’s consolidated financial
statements.





In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements — An Amendment of ARB No.
51.  SFAS 160 amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It is intended to eliminate the diversity in
practice regarding the accounting for transactions between equity and
noncontrolling interests by requiring that they be treated as equity
transactions. Further, it requires consolidated net income to be reported at
amounts that include the amounts attributable to both the parent and the
noncontrolling interest. SFAS 160 also establishes a single method of accounting
for changes in a parent’s ownership interest in a subsidiary that do not result
in deconsolidation, requires that a parent recognize a gain or loss in net
income when a subsidiary is deconsolidated, requires expanded disclosures in the
consolidated financial statements that clearly identify and distinguish between
the interests of the parent’s owners and the interests of the noncontrolling
owners of a subsidiary, among others. SFAS 160 is effective for fiscal years
beginning on or after December 15, 2008.  SFAS 160 did not have a material
impact on the Company’s consolidated financial statements..


38


In May
2008, the FASB issued 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”). SFAS 162 had no material impact on
the Company’s consolidated financial statements.





On May 9,
2008, 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. FSP APB 14-1 had no material impact on the Company’s consolidated
financial statements.





In June
2008, FASB issued EITF 08-4, Transition Guidance for Conforming
Changes to Issue No. 98-5. The objective of EITF 08-4 is to provide
transition guidance for conforming changes made to EITF 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, that result from EITF 00-27, Application of Issue No. 98-5 to
Certain Convertible Instruments, and SFAS 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. EITF 08-4 had no impact
on the Company’s consolidated financial statements.





In June
2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
to address the question of whether instruments granted in share-based payment
transactions are participating securities prior to vesting. FSP EITF 03-6-1
indicates that unvested share-based payment awards that contain rights to
dividend payments should be included in earnings per share calculations. The
guidance will be effective for fiscal years beginning after December 15, 2008.
FSP EITF 03-6-1 had no impact on the Company’s consolidated financial
statements.





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 did not have a material impact on the Company’s consolidated
financial position or consolidated results of operations.


39


In April
2009, the FASB issued FSP 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not
Orderly.  FSP 157-4 amends SFAS 157 and provides additional
guidance for estimating fair value in accordance with SFAS 157 when the volume
and level of activity for the asset or liability have significantly decreased
and also includes guidance on identifying circumstances that indicate a
transaction is not orderly for fair value measurements. FSP 157-4 shall be
applied prospectively with retrospective application not permitted. FSP 157-4
shall be effective for interim and annual periods ending after June 15,
2009, with early adoption permitted for periods ending after March 15,
2009. An entity early adopting FSP 157-4 must also early adopt FSP 115-2 and
124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. Additionally, if an
entity elects to early adopt either FSP 107-1 and 28-1, Interim Disclosures about Fair Value
of Financial Instruments or FSP 115-2 and 124-2, it must also elect to
early adopt this FSP. The Company is currently evaluating this new FSP but does
not believe that it will have a material impact on the consolidated financial
statements




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 March 31, 2009 vs. March 31, 2008
  The
following table presents our consolidated statements of income (loss), as a
percentage of loss, for the periods indicated.
 
 For the three months ended
                        
                        
                        For the three months endedMarch
      31, 2009
                        
                        
                        March
      31, 2008REVENUE
                        
                        
                        -
                        
                        
                        Nil
                        
                        
                        
                        -
                        
                        
                        NilEXPENSESResearch
      & development costs
                        
                        $
                        13,704
                        
                        
                        
                        1.08
                        %
                        
                        $
                        46,589
                        
                        
                        
                        2.65
                        %Consulting
      fees
                        
                        
                        220,008
                        
                        
                        
                        17.37
                        %
                        
                        
                        169,388
                        
                        
                        
                        9.62
                        %Professional
      fees
                        
                        
                        139,282
                        
                        
                        
                        10.99
                        %
                        
                        
                        73,983
                        
                        
                        
                        4.20
                        %Other
      employee compensation
                        
                        
                        164,778
                        
                        
                        
                        13.01
                        %
                        
                        
                        931,364
                        
                        
                        
                        52.91
                        %Loan
      costs
                        
                        
                        -
                        
                        
                        
                        -
                        %
                        
                        
                        221,847
                        
                        
                        
                        12.60
                        %Directors
      compensation
                        
                        
                        1,200,000
                        
                        
                        
                        94.72
                        %
                        
                        
                        -
                        
                        
                        NilGeneral
      & administrative expenses
                        
                        
                        163,885
                        
                        
                        
                        12.94
                        %
                        
                        
                        186,410
                        
                        
                        
                        10.59
                        %Liquidated
      damage expense
                        
                        
                        60,000
                        
                        
                        
                        4.74
                        %
                        
                        
                        111,825
                        
                        
                        
                        6.35
                        %Depreciation
                        
                        
                        2,270
                        
                        
                        
                        0.18
                        %
                        
                        
                        2,669
                        
                        
                        
                        0.15
                        %TOTAL
      EXPENSES
                        
                        $
                        1,963,927
                        
                        
                        
                        155.02
                        %
                        
                        $
                        1,744,075
                        
                        
                        
                        99.07
                        %LOSS
      BEFORE OTHER ITEMOther
      (income) expense
                        
                        
                        (684,459
                        )
                        
                        
                        -54.03
                        %
                        
                        
                        37,530
                        
                        
                        
                        2.13
                        %LOSS
      BEFORE INCOME TAXES
                        
                        
                        1,279,468
                        
                        
                        
                        100.99
                        %
                        
                        
                        1,781,605
                        
                        
                        
                        101.20
                        %Income
      tax benefit (expense)
                        
                        
                        -
                        
                        
                        Nil
                        
                        
                        
                        -
                        
                        
                        Nil
      %Other
      comprehensive loss (income)
                        
                        
                        (12,544
                        )
                        
                        
                        -0.99
                        %
                        
                        
                        (21,177
                        )
                        
                        
                        -1.20
                        %COMPREHENSIVE
      LOSS
                        
                        $
                        1,266,924
                        
                        
                        
                        100.00
                        %
                        
                        $
                        1,760,428
                        
                        
                        
                        100.00
                        %


40


Research
and development costs decreased by $32,885, or 70.59%, to $13,704 for the three
months ended March 31, 2009 as compared to $46,589 for the three months ended
March 31, 2008. The principal reason for this decrease was due to limited
exploration activity on the Dongxing joint venture property.
  For the
three months ended March 31, 2009, consulting fees increased $50,620, or 29.8
8%, to $220,008 as compared to $169,388 for the three months ended March 31,
2008. This increase for the three month period is due to fees incurred related
to the services provided for the Company’s project in Panama, during the quarter
ended March 31, 2009.
  For the
three months ended March 31, 2009, professional fees increased $65,299, or
88.26%, to $139,282 as compared to $73,983 for the three months ended March 31,
2008. This increase for the three month period is due to legal fees incurred
related to the litigation entered into by the Company and settled during the
quarter ended March 31, 2009.
  For the
three months ended March 31, 2009, other employee compensation expense totaled
$164,778 as compared to $931,364 for the three months ended March 31, 2008. This
decrease of $766,586 is due to the issuance of stock options to several
employees of the Company under the Company’s 2007 Employee Incentive Plan,
during the three months ended March 2008.
  For the
three months ended March 31, 2009, loan costs decreased $221,847, or 100%, to $0
as compared to $221,847 for the three months ended March 31, 2008. This decrease
is due to amortized financing costs recorded during the three months ended March
31, 2008, for several Convertible Promissory Notes entered into by us, during
the year ended 2007. Prior to the quarter ended March 31, 2009, the Notes were
paid in full and amortized loan costs decreased.
  For the
three months ended March 31, 2009, directors’ compensation expense totaled
$1,200,000 as compared to $0 for the three months ended March 31, 2008. This
increase of $1,200,000 is due to the payment of fees to the directors of the
Company for past services.
  For the
three months ended March 31, 2009, liquidated damage expense totaled $60,000 as
compared to $111,825 for the three months ended March 31, 2008. This decrease of
$51,825 is due to penalties incurred pursuant to the Company not achieving its
listing with the TSX-V pursuant to Special Warrants sold by the Company in
August 2007.


41


Liquidity and Capital
Resources
  Cash and Working
Capital
  As of
March 31, 2009 and 2008, we had positive working capital $1,251,393 and negative
working capital $1,476,306, respectively. This was due to an increase in current
assets of $1,118,371 and $1,440,288 for the three months ended March 31, 2009
and March 31, 2008, respectively, a decrease in current liabilities of $798,451
and $2,916,594 for the three months ended March 31, 2009 and March 31, 2008,
respectively. We had an accumulated deficit of $17,828,080 from the date we
exited bankruptcy proceedings in October 2004 to December 31, 2008, and an
accumulated deficit of $17,854,957 at March 31, 2009.
  We had a
cash balance of $3,607,590 and $878,116 as of December 31, 2008 and December 31,
2007, respectively, and a cash balance of $2,055,987 and $1,395,767 as of March
31, 2009 and March 31, 2008, respectively. For the three months ended March 31,
2009 and 2008, we had negative cash flows of $1,551,603 and positive cash flows
of $517,651, respectively.
  For the
three months ended March 31, 2009 and 2008, we invested cash in the amount of
$356,349 and $1,053,774, respectively, in the Cerro Chorcha property, pursuant
to the Exploration and Development Agreement entered into on March 6, 2007, with
Bellhaven and Cuprum.   At March 31, 2009, our cash investment
totaled $6,600,401.
  In
January 2009, we advanced $100,000 to one of our Officers as an advance of
salary.  The advance is non-interest bearing.  We amortize
$10,000 per month against this amount as salary expense.  At March 31,
2009, the remaining balance totaled $80,000.  The remaining balance
will be amortized against the Officer’s salary through November
2009.
  In
January 2009, we loaned $350,000 to Balstone Investments, Ltd.  The
loan requires interest at a rate of 2.2108% annum and is payable on March 31,
2009.  The loan was not repaid as of March 31, 2009 and we granted an
extension through May 31, 2009 for repayment of the loan.  We recorded
interest income in the amount of $1,887 for the three months ended March
31, 2009.  Subsequent to March 31, 2009, the amount of $200,000 was
repaid.
  For the
three months ended March 31, 2009, we did not have financing activities.
  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 pursuant to
the Joint Venture Agreement signed at December 31, 2007 with TIGMR, over the
next 12 months:




TIGMR
Project:





·
            Joint
      Venture Contribution (Installment 3) due subsequent to transfer of the
      licenses by TIGMR; 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.


42


Item
3. Qualitative Disclosures About Market Risk.





None.




Item
4T. Controls and Procedures.





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 not 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.





Internal
Control over Financial Reporting





Management of the Company is
responsible for establishing and maintaining adequate internal controls over
financial reporting, as required by Sarbanes-Oxley (“SOX”) Section 404 A. The
Company’s internal controls over financial reporting is a process designed under
the supervision of the Company’s Chief Executive Officer and Chief Financial
Officer to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of the Company’s financial statements for external
purposes in accordance with U.S. generally accepted accounting principles
(“GAAP”).





As of
December 31, 2008, management assessed the effectiveness of the Company’s
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.  Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were
ineffective in detecting inappropriate application of U.S. GAAP rules as more
fully described below. This was due to deficiencies that existed in the design
or operation of our internal controls over financial reporting that adversely
affected our internal controls and that could have been considered to be
material weaknesses.





The
matters involving internal controls and procedures that the Company’s management
identified as material weaknesses under COSO and SEC rules were: (1) inadequate
segregation of duties consistent with control objectives; (2) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of U.S. GAAP and SEC disclosure
requirements; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by the Company's Chief Financial Officer (who is also its Executive Vice
President, Corporate Secretary and Treasurer) in connection with the
preparation of our financial statements as of December 31, 2008, and
communicated the matters to our Board of Directors.


43


Management
believes that the material weaknesses set forth above did not have an effect on
the Company's financial results. However, management believes that the lack of a
well functioning audit committee may have resulted in ineffective oversight in
the establishment and monitoring of certain internal controls and procedures,
which could impact the Company's financial statements in future
years.





We are
committed to improving our financial controls. As part of this commitment, we
plan to create a position to segregate duties consistent with control
objectives and plan to increase our personnel resources and technical accounting
expertise within the accounting function when funds become available to the
Company: i) Appointing members of our Board of Directors to the audit committee
of the Company resulting in a fully functioning audit committee who would
undertake the oversight in the establishment and monitoring of required internal
controls and procedures; and ii) Preparing and implementing sufficient written
policies and checklists which will set forth procedures for accounting and
financial reporting with respect to the requirements and application of U.S.
GAAP and SEC disclosure requirements.





Management
believes that the appointment of directors, to a fully functioning audit
committee, would remedy the lack of a functioning audit committee. In addition,
management believes that preparing and implementing sufficient written policies
would remedy the following material weaknesses: (i) insufficient written
policies and procedures for accounting and financial reporting with respect to
the requirements and application of U.S. GAAP and SEC disclosure requirements;
and (ii) ineffective controls over period end financial close and reporting
processes. Further, management believes that when funds become available the
hiring of additional personnel who have the technical expertise and knowledge
would result in proper segregation of duties and provide more checks and
balances. Additional personnel would also provide the cross training needed to
support the Company if personnel turn over occurs. This coupled with the
appointment of additional outside directors would greatly decrease any control
and procedure issues the company might encounter in the future.





We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal controls over financial reporting and are committed
to taking further action and implementing additional enhancements or
improvements, as necessary and as funds permit.





Changes
in Internal Control over Financial Reporting





There
have been no changes in our internal controls over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rules
13a-15 or 15d-15 under the Exchange Act that occurred during the small business
issuer's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.


44


PART
II





Item
1. Legal Proceedings.





On
December 24, 2008, the Company commenced an action in the Supreme Court of the
State of New York, County of New York against Saddle Associates, Inc. Frank
Magliato, Walter Reissman, and certain other defendants (the "Action"), which
sought injunctive relief and damages arising from, among other things, breach of
contract, breach of fiduciary duty, negligence and fraud carried out separately
and collectively by all defendants in connection with the improper transfer of
the Company's stock to all defendants, with the exception of one defendant,
which acted as a clearing house for the stock transfers.




On
December 24, 2008, the Court temporarily enjoined all defendants from, among
other things, transferring or selling any of the Company's stock.  On or
about February 11, 2009, the parties negotiated a settlement agreement, which
was fully executed by all defendants, excluding two defendants one of which
acted as a clearing house.  The Company anticipates voluntarily dismissing
all claims against these two defendants.To date, the Company has received
553,930 shares of common stock from one of the defendants, pursuant to the
settlement agreement.  In addition, the defendant who acted as a
clearing house for the stock transfers is in possession of 1,754,403 shares of
common stock, which will be returned to the Company’s transfer agent and will
subsequently be canceled, pursuant to the settlement agreement.





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





There were no unregistered sales of
securities during the three months ended March 31, 2009 that were not reported
on a Form 8-K.





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 four members, all of its directors will participate
in the nomination process.


45


Item
6. Exhibits.





Exhibit
      No.
                          
                          Description
      of Exhibits31.1
                          
                          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.


46


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:
                      May
      26, 2009
                      
                      By:
                      /s/ Pinchas
      AlthausPINCHAS
      ALTHAUSChief
      Executive OfficerDate:
                      May
      26, 2009
                      
                      By:
                      /s/ Diego
      RocaDIEGO
      ROCAExecutive
      Vice President, Chief FinancialOfficer,
      Secretary and
Treasurer


47