UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-Q



☒ QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the quarterly period ended June 30, 2018



☐ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE 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 of incorporation) |  | (I.R.S. Employer
    Identification No.)



3171
US Highway 9 North

Suite
324

Old
Bridge, NJ 08857

(Address
of principal executive offices)



732-536-1600

(Registrant’s
telephone number)



Indicate
by check mark whether the issuer (1) 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  ☐  No  ☒



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒
 No  ☐



Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging
growth company ☐



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



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 | ☒
|Do not check if a smaller reporting
    company |   |                          



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No  ☒



APPLICABLE
ONLY TO CORPORATE ISSUERS

As
of July 31, 2018, the registrant had 101,453,678 shares of common stock, par value $.0001 per share issued and outstanding.




















PART
I – FINANCIAL INFORMATION



ITEM
1.  FINANCIAL STATEMENTS



Dominion
Minerals Corp. and Subsidiaries

Consolidated
Balance Sheet



|                                                                                                                                                              |  | June 30, |             |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | ----------- | - | ------------ | -
|                                                                                                                                                              |  | 2018     |             |   | 2017         |  
|                                                                                                                                                              |  |          | (Unaudited) |   |              |  
|                                                                                                                                                              |  |          |             |   |              |  
|Assets                                                                                                                                                        |  |          |             |   |              |  
|                                                                                                                                                              |  |          |             |   |              |  
|Cash and cash equivalents                                                                                                                                     |  | $        | —           |   |              | $
|                                                                                                                                                              |  |          |             |   |              |  
|Total assets                                                                                                                                                  |  | $        | —           |   |              | $
|                                                                                                                                                              |  |          |             |   |              |  
|LIABILITIES AND SHAREHOLDERS’ EQUITY                                                                                                                          |  |          |             |   |              |  
|                                                                                                                                                              |  |          |             |   |              |  
|CURRENT LIABILITIES:                                                                                                                                          |  |          |             |   |              |  
|Accrued liabilities                                                                                                                                           |  | $        | 77,353      |   |              | $
|Convertible notes payable                                                                                                                                     |  |          | 2,482,293   |   |              |  
|Loans from officers                                                                                                                                           |  |          | —           |   |              |  
|Compensation due to officers                                                                                                                                  |  |          | 4,513,795   |   |              |  
|Contingency payable                                                                                                                                           |  |          | 155,000     |   |              |  
|Total current liabilities                                                                                                                                     |  | $        | 7,228,441   |   |              | $
|                                                                                                                                                              |  |          |             |   |              |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                 |  |          |             |   |              |  
|                                                                                                                                                              |  |          |             |   |              |  
|SHAREHOLDERS’ EQUITY:                                                                                                                                         |  |          |             |   |              |  
|Preferred stock, Voting Series I, $0.0001 par value; 5,000,000 shares authorized; 200 shares issued and outstanding as of June 30, 2018 and December 31, 2017 |  |          | —           |   |              |  
|Common stock, $0.0001 par value; 700,000,000 shares authorized, 101,453,678 issued and outstanding as of June 30, 2018 and December 31, 2017                  |  |          | 10,146      |   |              |  
|Additional paid-in capital                                                                                                                                    |  |          | 35,998,253  |   |              |  
|Accumulated deficit                                                                                                                                           |  |          | (43,236,840 | ) |              |  
|Total shareholders’ equity                                                                                                                                    |  |          | (7,228,441  | ) |              |  
|                                                                                                                                                              |  |          |             |   |              |  
|Total liabilities and shareholders’ equity                                                                                                                    |  | $        | —           |   |              | $



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





2







Dominion
Minerals Corp. and Subsidiaries

Consolidated
Statements of Operations



|                                                           |  | For the three |             |   | For the three |   |             | For the six  |  |   | For the six  |  
|---------------------------------------------------------- |  | ------------- | ----------- | - | ------------- | - | ----------- | ------------ |  | - | ------------ | -
|                                                           |  | months ended  |             |   | months ended  |   |             | months ended |  |   | months ended |  
|                                                           |  | June 30,      |             |   | June 30,      |   |             | June 30,     |  |   | June 30,     |  
|                                                           |  | 2018          |             |   | 2017          |   |             | 2018         |  |   | 2017         |  
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Revenue                                                    |  | $             | —           |   |               | $ | —           |              |  | $ | —            |  
|Cost of sales                                              |  |               | —           |   |               |   | —           |              |  |   | —            |  
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Gross profit                                               |  |               | —           |   |               |   | —           |              |  |   | —            |  
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Professional fees                                          |  |               | —           |   |               |   |             |              |  |   | —            |  
|Officer compensation                                       |  |               | 143,750     |   |               |   | 143,750     |              |  |   | 287,500      |  
|General and administrative expenses                        |  |               | 5,785       |   |               |   | 2,938       |              |  |   | 7,310        |  
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Loss from operations                                       |  |               | (149,535    | ) |               |   | (146,688    | )            |  |   | (294,810     | )
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Other (expense) income                                     |  |               |             |   |               |   |             |              |  |   |              |  
|Non-operating (expense) income, net                        |  |               | —           |   |               |   | —           |              |  |   | —            |  
|Interest expense, net                                      |  |               | (11,591     | ) |               |   | (11,590     | )            |  |   | (23,467      | )
|Total other expense, net                                   |  |               | (11,591     | ) |               |   | (11,590     | )            |  |   | (23,467      | )
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Loss before provision for income taxes                     |  |               | (161,126    | ) |               |   | (158,278    | )            |  |   | (318,277     | )
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Provision for income taxes                                 |  |               | —           |   |               |   | —           |              |  |   | —            |  
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Net loss                                                   |  |               | (161,126    | ) |               |   | (158,278    | )            |  |   | (318,277     | )
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Loss per share                                             |  |               |             |   |               |   |             |              |  |   |              |  
|Basic and diluted loss per share                           |  | $             | —           |   |               | $ | —           |              |  |   | —            |  
|                                                           |  |               |             |   |               |   |             |              |  |   |              |  
|Basic and diluted weighted average number of common shares |  |               | 101,453,678 |   |               |   | 101,453,678 |              |  |   | 101,453,678  |  



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





3







Dominion
Minerals Corp. and Subsidiaries

Consololidated
Statements of Cash Flows



|                                                                            |  | For the six months ended June 30, |          |   | For the six months ended June 30, |  
|--------------------------------------------------------------------------- |  | --------------------------------- | -------- | - | --------------------------------- | -
|                                                                            |  | 2018                              |          |   | 2017                              |  
|                                                                            |  |                                   |          |   |                                   |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                       |  |                                   |          |   |                                   |  
|Net loss                                                                    |  | $                                 | (318,277 | ) |                                   | $
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                   |          |   |                                   |  
|Interest                                                                    |  |                                   | 23,467   |   |                                   |  
|Changes in operating assets and liabilities:                                |  |                                   |          |   |                                   |  
|Accrued liabilities                                                         |  |                                   | 7,018    |   |                                   |  
|Compensation due to officers                                                |  |                                   | 266,192  |   |                                   |  
|Net cash used in operating activities                                       |  |                                   | (21,600  | ) |                                   |  
|                                                                            |  |                                   |          |   |                                   |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                       |  |                                   |          |   |                                   |  
|Loans from officers                                                         |  |                                   | —        |   |                                   |  
|Repayments of officer loans                                                 |  |                                   | (388     | ) |                                   |  
|Proceeds received from Litigation Funding Contingency                       |  |                                   | 20,000   |   |                                   |  
|Net cash provided by financing activities                                   |  |                                   | 19,612   |   |                                   |  
|                                                                            |  |                                   |          |   |                                   |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        |  |                                   | (1,988   | ) |                                   |  
|                                                                            |  |                                   |          |   |                                   |  
|CASH AND CASH EQUIVALENTS, beginning of the period                          |  |                                   | 1,988    |   |                                   |  
|                                                                            |  |                                   |          |   |                                   |  
|CASH AND CASH EQUIVALENTS, end of period                                    |  |                                   | —        |   |                                   | $
|                                                                            |  |                                   |          |   |                                   |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                           |  |                                   |          |   |                                   |  
|Cash paid during the year:                                                  |  |                                   |          |   |                                   |  
|Interest paid                                                               |  | $                                 | —        |   |                                   | $
|Income tax paid                                                             |  | $                                 | —        |   |                                   | $



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





4







Dominion
Minerals Corp. and Subsidiaries

Notes
to Financial Statements

June
30, 2018



|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. The
    current     potential property under exploration is located in 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.



| | b. | Basis of
    presentation – The interim condensed consolidated financial statements included herein are unaudited; however, they
    contain all     normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly
    the Company’s     consolidated financial position as of June 30, 2018 and December 31, 2017, the consolidated results
    of its operations for     the three months ended June 30, 2018 and 2017 and its consolidated cash flows for the three months
    ended June 30, 2018 and     2017. The results of operations for any interim period are not necessarily indicative of the
    results to be expected for the     full fiscal year.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
interim condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries
Empire Minerals Corp, a Nevada Corporation and Cuprum Resources Corp., a Panamanian Corporation. All significant inter-company
transactions and balances have been eliminated in consolidation.



The
Company is currently in a 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 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.



| | 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 various accruals. Actual results could differ from those estimates.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | d. | 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. The Company has a cash balance of $0
    and $1,988     as of June 30, 2018 and December 31, 2017, respectively, which is included in cash and cash
    equivalents.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e. | 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 do not exceed the amounts
    insured by the U.S. government. As of June 30, 2018 and December 31, 2017, the Company’s bank balances did not exceed
    government-insured limits.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Company has an investment in copper mining activities in Panama. Accordingly, the Company’s mining business, financial condition
and results of operations may be influenced by the political, economic and legal environments in Panama, and by the general state
of 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.





5







Dominion
Minerals Corp. and Subsidiaries

Notes
to Financial Statements

June
30, 2018



| | f. | Net loss per
    share – In accordance with ASC 260, 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 ASC 260, 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 total amount of additional shares that would be added on a fully diluted basis at June 30,
    2018 and 2017 is 45,201,990 shares of the Company’s common stock.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | g. | Income Taxes
    – The Company provides for income taxes under ASC 740 Income Taxes.ASC 740 requires the recognition of
    deferred     tax assets and liabilities for the expected future tax consequences of temporary differences between the
    carrying afmounts     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. ASC
    740 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.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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.



| | h. | Stock-based compensation
    – The Company records stock-based compensation in accordance with ASC 718. ASC 718 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.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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 by using an option-pricing model,,that
value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. The Company’s
volatility is based on the historical volatility of the Company’s stock or the expected volfatility 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.



Further,
for stock, opftions, and warrants issued to service providers and founders, the Company follows ASC 505-50-30-11 (previously EITF
96-1f8) which requires recording the options and warrants at the fair value of the service provided and expensing over the related
service periods.





6







Dominion
Minerals Corp. and Subsidiaries

Notes
to Financial Statements

June
30, 2018



| | i. | Recently Issued
    Accounting Pronouncements – The Company has implemented all new accounting pronouncements that are in effect and
    that may impact its financial statements and does not believe that there are any other new accounting pronouncements that
    have been issued that might have a material impact on its financial position or results of operations.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Going Concern
|-- | -------------



The
Company has had no revenues or cash flows from operations. The Company has an accumulated deficit of $43,236,840 and $42,918,563
as of June 30, 2018 and December 31, 2017, respectively, 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.



|3. | Convertible Note
    Payable and Short Term Loan
|-- | ------------------------------------------------



| | a. | On November 27,
    2009, Dominion Minerals Corp. (the “Company”) entered into and closed on a Convertible Loan Agreement (the “Loan
    Agreement”) to sell to non-US persons the convertible note due 2010 (the “Note”) in the aggregate principal
    amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Company’s common stock, par value $0.0001
    per share (the “Common Stock”), with an exercise price of $0.15 per share for a total purchase price of $2,000,000.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Note matured one year after the date of issuance. The Note pays interest at a rate of 2.28% per annum, which is payable at maturity,
and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the “Conversion Price”).
The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Company’s
Common Stock, or in the event of the Company’s consolidation, merger or reorganization. In the event of a conversion, accrued
interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding
principal due under the Notes upon a three business day notice.



The
Company’s obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources
Corp., a corporation organized under the laws of the Republic of Panama (“Cuprum”), owned by the Company pursuant
to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent
all of the issued and outstanding equity shares of Cuprum.



Warrants
to purchase shares of Common Stock expired one year from the closing of the Note.



On
May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as
a Mining Reserve by posting a Resolution in the Gaceta Oficial of Panama. Pursuant to the Resolution, no further exploration activities
are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced
legal action against the Republic of Panama. Accordingly, the Company notified the Note Holder of such events and how it relates
to their inability to perform pursuant to the terms of the Concession Agreement and subsequently the terms of the Note, to support
its claim of a force majeure and its inability to repay the Note. To date, because of the Company’s inability to resume
exploration activities on the Mineral Concession, the Company has been unable to repay the Note and the Note Holder has not converted
the Note. The Company incurred interest expense in the amounts of $22,806 as of June 30, 2018 and June 30, 2017. As of June 30,
2018 and December 31, 2017, the total amount due for the Convertible Note payable is $2,391,585 and $2,368,775, respectively.





7







Dominion
Minerals Corp. and Subsidiaries

Notes
to Financial Statements

June
30, 2018



| | b. | On July 1, 2013,
    the   Company executed 4 Convertible Promissory Notes (“Convertible Promissory Notes”) in the aggregate
    amount of $75,000. The Convertible Promissory Notes were payable in 1 year, bearing interest at a rate of 1% annum for the
    term of the note. On November 1, 2014, the Company and each Note Holder entered into an agreement known as Amendment to Convertible
    Promissory Note to extend the maturity date of the Notes to the earlier of December 31, 2016 or the date of any award granted
    to the Company in the litigation action between the Company and the Republic of Panama. On December 26, 2017, the Company
    and each Note Holder entered into an agreement known as Amendment Number 2 to Convertible Promissory Note to extend the maturity
    date of the Notes to the earlier of December 31, 2018 or the date of any award granted to the Company in the litigation action
    between the Company and the Republic of Panama. The Holders of the Convertible Promissory Notes may convert the principal
    amount for shares of the Company’s common stock equal to the aggregate of 7.5% of the total issued and outstanding shares
    of the Company’s common stock. The Company incurred interest expense in the amounts of $188 for the three months ended
    June 30, 2018 and 2017. As of June 30, 2018 and December 31, 2017, the total amounts due for the Convertible Promissory Notes
    is $78,750 and $78,375, respectively.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|4. | Contingent Liability
|-- | --------------------



On
June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited
(“Therium”), to fund its litigation against the Republic of Panama. The terms of the LFA allow for funding of up to
$8,000,000 of the Company’s litigation costs and require repayment of 2.5 times of the amount funded to the Company for
such legal costs. The Company will be required to share a percentage of any amount awarded to the Company with Therium. In addition
to the litigation costs funded, Therium has directly funded the Company certain operating expenses necessary for the Company to
meet its listing requirements. Such expenses included auditor, legal and transfer agent expenses, which shall be repaid under
the same terms as the litigation costs funded by Therium. The Company has recorded such advances as a Contingent Liability. As
of June 30, 2018 and December 31, 2017, Therium advanced the Company a total of $155,000 and $135,000, respectively, for operating
expenses which the Company recorded as a Contingent Liability. The Company will only be required to repay such expenses in the
event of an award to the Company.



|5. | 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 June 30, 2018 and December 31, 2017, the Company has 101,453,678 shares of common stock
outstanding and 200 shares of Series A preferred stock outstanding.



The
Company’s authorized Series A preferred stock consists of 200 shares and has relative rights, preferences, privileges
and limitations as follows:



| | ● | The Series A has
    a super voting right in that it votes together with the common stock and any other class of stock entitled to vote with the
    common stock all as a single class, with each 100 shares of Series A entitled to 40% of all votes to be cast on any matter;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The Series A is
    not convertible and is not entitled to any dividends or any distribution in liquidation of the Company;
| | - | ---------------------------------------------------------------------------------------------------------------------------



| | ● | The Series A is
    not transferable in any manner without the unanimous vote of the Company’s Board of Directors;
| | - | ------------------------------------------------------------------------------------------------------------------



| | ● | Without the unanimous
    consent of the holders of the Series A stock, there shall not be any change made to the Rights of the Series A or to create
    any stock with equal or superior voting right to the Series A stock or authorize any additional shares of Series A stock;
    and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Upon
the occurrence of a Qualified IPO by the Company, the Series A stock shall be automatically cancelled and returned to the status
of undersigned authorized but unissued preferred stock. “Qualified IPO” means the sale of common stock of the Company
in an underwritten public offering or resale registration under the Securities Act of 1933 which results in the Company having
a market capitalization in excess of $100,000,000, based on the average closing price of the Company’s common stock for
10 consecutive trading days.





8







Dominion
Minerals Corp. and Subsidiaries

Notes
to Financial Statements

June
30, 2018



|6. | 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 June 30, 2018 and June 30, 2017 are as follows:



|                                       |  | June 30,  2018 |          |   | June 30, 2017 |  
|-------------------------------------- |  | -------------- | -------- | - | ------------- | -
|Net operating loss                     |  | $              | 318,277  |   |               | $
|Adjustment for unpaid accrued salaries |  |                | (266,192 | ) |               |  
|Adjusted net operating loss            |  |                | 52,085   |   |               |  
|Effective income tax rate              |  |                | 40       | % |               |  
|Total deferred tax assets              |  |                | 20,834   |   |               |  
|Less: valuation allowance              |  |                | (20,834  | ) |               |  
|Total deferred tax assets              |  |                | —        |   |               | $



The
Company’s deferred tax assets as of June 30, 2018 and December 31, 2017 of $17,294,736 and $17,167,425, 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 carry-forward against future earnings.



The
reconciliation of the effective income tax rate to the federal statutory rate for the period ended June 30, 2018 and June 30,
2017 is as follows:



|                                  |  | 2018 |     |    | 2017 | 
|--------------------------------- |  | ---- | --- | -- | ---- | 
|Federal income tax rate           |  |      | 34  | %  |      | 
|State tax, net of federal benefit |  |      | 6   | %  |      | 
|Increase in valuation allowance   |  |      | (40 | )% |      | 
|Effective income tax rate         |  |      | —   | %  |      | 



The
deferred tax assets result from net operating loss carry-forwards. These assets will therefore reverse either upon their utilization
against taxable income or upon their statutory expiration. Net operating loss carry-forwards will expire beginning in 2026 through
2035.



The
Company’s last tax return submitted was for the year ended December 31, 2007. The Company’s tax returns for the years
ended December 31, 2008 through 2017 are open for examination by the tax federal and state tax authorities.





9









Dominion
Minerals Corp. and Subsidiaries

Notes
to Financial Statements

June
30, 2018



|7. | Commitments and
    contingencies– On December 1, 2007, the Company entered into Employment Agreements 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.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | Legal Proceedings– On December 5, 2013, the Company notified the Panamanian government of the Company’s intent to initiate
    arbitration proceedings under the U.S.-Panama Bilateral Investment Treaty (“U.S.-Panama BIT”) and the US.-Panama
    Trade Promotion Agreement (“U.S.-Panama TPA”).  As the Panamanian government has not responded to the Company’s
    requests to discuss a negotiated settlement, The Company has filed a formal Request for Arbitration at the International Centre
    for Settlement of Investment Disputes (“ICSID”) on March 30, 2016.  The Company is seeking relief in the
    amount of $268.3 million in the arbitration. There can be no assurance that it will be successful or recover any amount.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession. 
Cuprum owns the exploration rights to the Cerro Chorcha concession.  As discussed above, the Panamanian Ministry of Commerce
and Industry (“MICI”) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to
the “provisional suspension” on all actions involving the Cerro Chorcha.  Awaiting resolution of the lawsuit,
the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration
concession was to expire.  However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government
designated the Cerro Chorcha as a “mining reserve” in April 2010 without considering the Company’s extension
request, with the purpose and intent of reverting ownership of the concession to the Panamanian government.  Furthermore,
the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro
Chorcha in March 2013.  The Company believes that these actions of the Panamanian government are unlawful and contravene
Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA.



On
June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited,
to fund its litigation against the Republic of Panama. The terms of the LFA allow for funding of up to $8,000,000 of the Company’s
litigation costs and require repayment of 2.5 times of the amount funded to the Company for such legal costs. In addition, the
Company will be required to share a percentage of any amount awarded to the Company with Therium.



|9. | Subsequent Events
|-- | -----------------



For
the purpose of the accompanying consolidated financial statements, subsequent events have been evaluated through the date these
financial statements were issued.





10









ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



FORWARD-LOOKING
STATEMENTS



This
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking
statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the
use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed,
or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should
consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although
we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed
in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for
any reason.



Recent
Developments



Panamanian
Venture



On
December 5, 2013, the Company notified the Panamanian government of the Company’s intent to initiate arbitration proceedings
under the U.S.-Panama Bilateral Investment Treaty (“U.S.-Panama BIT”) and the U.S.-Panama Trade Promotion Agreement
(“U.S.-Panama TPA”).



The
dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession. 
Cuprum owns the exploration rights to the Cerro Chorcha concession.  The Panamanian Ministry of Commerce and Industry (“MICI”)
was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension”
on all actions involving the Cerro Chorcha.  Awaiting resolution of the lawsuit, the Company filed an application for an
extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire.  However,
despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining
reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting
ownership of the concession to the Panamanian government.  Furthermore, the Panamanian government subsequently passed legislation
that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013.  The Company believes that
these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama
BIT and the U.S.-Panama TPA.



As
the Panamanian government has not responded to the Company’s requests to discuss a negotiated settlement, The Company filed
a formal request for arbitration at the International Centre for Settlement of Investment Disputes (“ICSID”) on March
29, 2016. This request was filed with the Secretary-General of the ICSID under the terms of the U.S.-Panama Bilateral Investment
Treaty (the U.S.-Panama BIT). The Request for Arbitration is the result of the above mentioned longstanding dispute arising from
Panama’s expropriation of Dominion’s substantial investment in the Cerro Chorcha mining concession. The status
of the case today is pending. The Company and the Republic of Panama have selected a panel and awaiting dates for future hearings.



The
Request for Arbitration sets forth Dominion’s claims as follows:



| | ● | Panama’s actions
    amounted to an expropriation of Dominion’s investment within the meaning of Article IV of the U.S.-Panama BIT, as they
    had the effect of depriving Dominion of all or substantially all of its investment in Cerro Chorcha; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Panama’s actions
    breached its obligations under Article II of the U.S.-Panama BIT to accord fair and equitable treatment to Dominion with respect
    to its investment in Cerro Chorcha.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





11







The
amount of relief that the Company is seeking in the Request of Arbitration is $268,300,000. There can be no assurance that it
will be successful or recover any amount.



Results
of Operations for the three months ended June 30, 2018 and 2017



The
following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the three months ended
June 30, 2018 and 2017.



|                        |  | Three Months  Ended |          |   | Three Months  Ended |  
|----------------------- |  | ------------------- | -------- | - | ------------------- | -
|                        |  | June 30,  2018      |          |   | June 30,  2017      |  
|Statement of Operations |  |                     |          |   |                     |  
|                        |  |                     |          |   |                     |  
|Revenue                 |  | $                   | —        |   |                     | $
|Net Loss                |  |                     | (161,126 | ) |                     |  
|Net Loss Per Share      |  | $                   | (0.00    | ) |                     | $



Revenue
and Gross Profit



During
the three months ended June 30, 2018 and 2017 the Company had no revenue, no costs affiliated with earning revenue aand gross
profit for the three months ended June 30, 2018 and 2017 was $0.



Operating
Expenses



Operating
expenses for the three months ended June 30, 2018 and 2017 consisted primarily of compensation to officers of $143,750 and general
and administrative expenses of $5,785 and $2,938, respectively.   General & administrative expenses consisted of travel,
transfer agent, office, telephone, internet and supplies expense to support the day to day operations.



Loss
from Operations



Loss
from operations for the three months ended June 30, 2018 and 2017 was $149,535 and $146,688, respectively. The losses for the
three months ended June 30, 2018 and 2017 were primarily attributable to the officer compensation and general and administrative
expenses described above of $149,535 and $146,688, respectively.



Net
Loss



Net
loss from operations for the three months ended June 30, 2018 and 2017 was $161,126 and $158,278, respectively. The net losses
were primarily attributable to the loss from operations and interest expense for the Convertible Promissory Notes entered into
by the Company and various investors. Inflation did not have a material impact on the Company’s operations for the period.
Management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s
results of operations.





12







Results
of Operations for the six months ended June 30, 2018 and 2017



The
following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the six months ended
June 30, 2018 and 2017.



|                        |  | Six Months  Ended |          |   | Six Months  Ended |  
|----------------------- |  | ----------------- | -------- | - | ----------------- | -
|                        |  | June 30,  2018    |          |   | June 30,  2017    |  
|Statement of Operations |  |                   |          |   |                   |  
|                        |  |                   |          |   |                   |  
|Revenue                 |  | $                 | —        |   |                   | $
|Net Loss                |  |                   | (318,277 | ) |                   |  
|Net Loss Per Share      |  | $                 | (0.00    | ) |                   | $



Revenue
and Gross Profit



During
the six months ended June 30, 2018 and 2017 the Company had no revenue, no costs affiliated with earning revenue aand gross profit
for the six months ended June 30, 2018 and 2017 was $0.



Operating
Expenses



Operating
expenses for the six months ended June 30, 2018 and 2017 consisted primarily of compensation to officers of $287,500 and general
and administrative expenses of $7,310 and $4,477, respectively.   General & administrative expenses consisted of travel,
transfer agent, office, telephone, internet and supplies expense to support the day to day operations.



Loss
from Operations



Loss
from operations for the six months ended June 30, 2018 and 2017 was $294,810 and $291,977, respectively. The losses for the six
months ended June 30, 2018 and 2017 were primarily attributable to the officer compensation and general and administrative expenses
described above of $294,810 and $291,977, respectively.



Net
Loss



Net
loss from operations for the six months ended June 30, 2018 and 2017 was $318,277 and $315,158, respectively. The net losses were
primarily attributable to the loss from operations and interest expense for the Convertible Promissory Notes entered into by the
Company and various investors. Inflation did not have a material impact on the Company’s operations for the period. Management
knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results
of operations.



Liquidity
and Capital Resources



Cash
and Working Capital



As
of June 30, 2018 and December 31, 2017, we had a working capital deficit of $7,228,441 and $6,910,164, respectively.  Our
current liabilities as of June 30, 2018 and December 31, 2017 of $7,228,441 and $6,912,152, respectively, exceeded our current
assets as of June 30, 2018 and December 31, 2017 of $0 and $1,988, respectively.  We had an accumulated deficit of $43,236,840
and 42,918,563 on June 30, 2018 and December 31, 2017, respectively.





13









We
had a cash balance of $0 and $1,988 on June 30, 2018 and December 31, 2017, respectively.  Net cash used for operating
activities for the six months ended June 30, 2018 and 2017 was $21,600 and $53,749, respectively. The net loss for the six months
ended June 30, 2018 and 2017 was $318,277 and $315,158, respectively. Cash used in operating activities was for general and administrative
expenses.



Net
cash provided by all financing activities for the three months ended June 30, 2018 and 2017 was $19,612 and $53,749, respectively.
This consisted of $20,000 and $52,625 for the six months ended June 30, 2018 and 2017, respectively, in proceeds from the
litigation funding company recorded as a contingent liability.  For the six months ended June 30, 2018 and 2017, we had net
cash flows of ($1,988) and $0, respectively.



ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Disclosure
in response to this item is not required of a smaller reporting company.



ITEM
4. CONTROLS AND PROCEDURES



Disclosures
Control and Procedures



Our
management, including our principal executive officer and principal financial officer, evaluated the disclosure controls and procedures
related to the recording, processing, summarization and reporting of information in the periodic reports that we file with the
SEC. These disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized and reported, within the
time periods specified in the SEC’s rules and forms and (b) accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures
were not effective at the reasonable assurance level as of June 30, 2018.



Changes
in internal controls over financial reporting



There
was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which
has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:



This
quarterly report does not include an attestation report of the Company’s registered independent public accounting firm regarding
internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s
registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the
Company to provide only management’s report in this Quarterly Report on Form 10-Q.





14









PART
II – OTHER INFORMATION



ITEM
1. LEGAL PROCEEDINGS



Neither
the Company or the Nevada Subsidiary nor any of their property is a party or subject to any pending legal proceeding. The Company
is not aware of any contemplated or threatened legal proceeding against it or the Nevada Subsidiary by any governmental authority
or other party.



On
December 5, 2013, the Company notified the Panamanian government of the Company’s intent to initiate arbitration proceedings
under the U.S.-Panama Bilateral Investment Treaty (“U.S.-Panama BIT”) and the U.S.-Panama Trade Promotion Agreement
(“U.S.-Panama TPA”).



The
dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession. 
Cuprum owns the exploration rights to the Cerro Chorcha concession.  The Panamanian Ministry of Commerce and Industry (“MICI”)
was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension”
on all actions involving the Cerro Chorcha.  Awaiting resolution of the lawsuit, the Company filed an application for an
extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire.  However,
despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining
reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting
ownership of the concession to the Panamanian government.  Furthermore, the Panamanian government subsequently passed legislation
that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013.  The Company believes that
these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama
BIT and the U.S.-Panama TPA.



As
the Panamanian government has not responded to the Company’s requests to discuss a negotiated settlement, The Company filed
a formal request for arbitration at the International Centre for Settlement of Investment Disputes (“ICSID”) on March
29, 2016. This request was filed with the Secretary-General of the ICSID under the terms of the U.S.-Panama Bilateral Investment
Treaty (the U.S.-Panama BIT). The Request for Arbitration is the result of the above mentioned longstanding dispute arising from
Panama’s expropriation of Dominion’s substantial investment in the Cerro Chorcha mining concession.



The
Request for Arbitration sets forth Dominion’s claims as follows:



| | ● | Panama’s actions
    amounted to an expropriation of Dominion’s investment within the meaning of Article IV of the U.S.-Panama BIT, as they
    had the effect of depriving Dominion of all or substantially all of its investment in Cerro Chorcha; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Panama’s actions
    breached its obligations under Article II of the U.S.-Panama BIT to accord fair and equitable treatment to Dominion with respect
    to its investment in Cerro Chorcha.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
amount of relief that the Company is seeking in the Request of Arbitration is $268,300,000. There can be no assurance that it
will be successful or recover any amount.



ITEM
6.  EXHIBITS



|ExhibitNumber |  | Description
    of Exhibit                                                   |  | FilingReference
|------------- |  | ---------------------------------------------------------------------------- |  | ---------------
|              |  |                                                                              |  |                
|31.1          |  | Certification of Principal Executive Officer Pursuant to Rule 13a-14.        |  | Filed herewith.
|              |  |                                                                              |  |                
|31.2          |  | Certification of Principal Executive Officer Pursuant to Rule 13a-14.        |  | Filed herewith.
|              |  |                                                                              |  |                
|32.1          |  | CRO and COO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act. |  | Filed herewith.





15







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



|                       | DOMINION MINERALS CORP.        | 
|---------------------- | ------------------------------ | 
|                       |                                | 
|Dated: August 27, 2018 | /s/
    Diego E. Roca          | 
|                       | By: Diego E. Roca              | 
|                       | Title: Chief Financial Officer | 





16