UNITED
STATES
 SECURITIES AND EXCHANGE
COMMISSION
 Washington,D.C.20549
 
 AMENDMENT
NO. 1
 TO
 FORM 10-Q
 _________________
 
 (Mark One)
 þ
              
              Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934
 
 For
the Quarterly Period Ended March 31, 2008
 or
 o
              
              Transition
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
      of 1934
 
 For
the Transition Period from  to
 
 Commission
File Number 000-52696
 
 DOMINION
MINERALS CORP.
 
 (Exact
name of registrant as specified in its charter)
 Delaware
              
              22-3091075(State
      or Other Jurisdiction of
              
              (I.R.S.
      Employer Identification No.)Incorporation
      or Organization)
 
 410
      Park Avenue, 15th
      FloorNew
      York, New York  10022(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   ̈
                (Do
      not check if smaller reporting company)
              
              Smaller
      reporting company  x
  Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).    Yes   ̈    No  þ
 
 The
number of shares of the registrant’s common stock outstanding as of May 17, 2008
was 47,155,852.
  
 
  AMENDMENT TO FORM
10-Q
  This Amendment No. 1 to
Form 10-Q (this "Amendment") amends our quarterly report on Form 10-Q
for the quarter ended March 31, 2008 as filed with the Securities and Exchange
Commission on May 21, 2008.
  As described in Note 3 to the Company’s
financial statements included herein, the Company has restated its financial
statements as of and for the quarter ended March 31, 2008, to revise the
accounting for common stock issued in connection with the conversion on April 1,
2007 of a promissory note previously issued by the Company and services that the
Company expected to receive from the holders of the promissory
note.  As described in Note 3, the Company filed suit on December 23,
2008 in an effort to recover the shares of common stock issued and reached a
settlement agreement on February 11, 2009, under which a portion of the shares
issued were cancelled or returned to the Company.  The Company has
re-stated its accounting for the issuance of the shares and has recorded a
non-cash charge to income of $2,205,492 in the year ended December 31, 2007
related to the shares that will not be returned to the Company and for which the
Company will not receive the services it expected.
 
 The
restatement of the Company’s financial statements, as described in Note 3, had
no effect on the Company’s net income for the quarter ended March 31, 2008 and
the quarter ended March 31, 2007.  The restatement reduced the total
amount of Shareholders’ Equity by $3,230 and increased Current Liabilities by
$3,230, as of March 31, 2008.  Except for these effects, the inclusion
of Note 3, the related revisions to Note 6, paragraph (a) and Note 8, paragraph
(e), Note 9 and the revisions in Part I, Item 2, Management discussion and
analysis, this Amendment No. 1 and the Company’s financial statements included
herein are unchanged from the Report previously filed.
  This
Amendment contains the complete text of the original report with the corrected
information appearing in the financial statements and in Part I, Item 2,
Management discussion and analysis.
 
 
 
 PART
I
 
 Item
1.  Financial Statements.
 
 DOMINION
      MINERALS CORP. AND SUBSIDIARIES(FORMERLY
      KNOWN AS EMPIRE MINERALS CORP.)(AN
      EXPLORATION COMPANY)CONSOLIDATED
      BALANCE SHEETAS
      OF MARCH 31, 2008ASSETSMARCH
      31,2008(UNAUDITED)CURRENT
      ASSETS:
                  
                  (Restated)Cash
      and cash equivalents
                  
                  $
                  1,395,767Prepaid
      expense
                  
                  
                  44,521Total
      current assets
                  
                  
                  1,440,288EQUIPMENT,
      net
                  
                  
                  42,863OTHER
      ASSETS:Notes
      issuance cost, net
                  
                  
                  81,768Other
      assets
                  
                  
                  12,000Long
      term investment
                  
                  
                  4,440,722Total
      other assets
                  
                  
                  4,534,490Total
      assets
                  
                  $
                  6,017,641LIABILITIES AND
      SHAREHOLDERS' EQUITYCURRENT
      LIABILITIES:Accrued
      liabilities
                  
                  $
                  576,503Short-term
      Loan
                  
                  
                  1,681,496Convertible
      note payable
                  
                  
                  550,000Liquidated
      damage payable
                  
                  
                  111,825Total
      current liabilities
                  
                  
                  2,919,824COMMITMENTS
      AND CONTINGENCIES
                  
                  
                  -SHAREHOLDERS'
      EQUITY:Preferred
      stock, Voting Series I, $0.0001 par value; 5,000,000 shares
      authorized;100
      shares issued and outstanding as of March 31, 2008
                  
                  
                  -Common
      stock, $0.0001 par value; 700,000,000 shares authorized42,605,696
      issued and outstanding as of March 31, 2008
                  
                  
                  4,261Escrowed
      common stock
                  
                  
                  (134
                  )Additional
      paid-in capital
                  
                  
                  16,602,207Stock
      subscription receivable
                  
                  
                  (1,560
                  )Shares
      to be returned for services not received
                  
                  
                  (1,654,167
                  )Deficit
      accumulated during the exploration  stage
                  
                  
                  (11,899,133
                  )Accumulated
      other comprehensive income
                  
                  
                  46,343Total
      shareholders' equity
                  
                  
                  3,097,817Total
      liabilities and shareholders' equity
                  
                  $
                  6,017,641
 
 The accompanying notes are
an integral part of this consolidated statement.
 -1-
 
 DOMINION
      MINERALS CORP. AND SUBSIDIARIES(FORMERLY
      KNOWN AS EMPIRE MINERALS CORP.)(AN
      EXPLORATION COMPANY)CONSOLIDATED
      STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS(UNAUDITED)For
      the three
                  
                  
                  From
      inceptionmonths
      ended
                  
                  
                  (March
      1, 2006)March
      31,
                  
                  
                  to
      March 31,2008
                  
                  
                  2007
                  
                  
                  2008(Restated)REVENUE
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -COST
      OF SALES
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -GROSS
      PROFIT
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -RESEARCH
      AND DEVELOPMENT COSTS
                  
                  
                  46,589
                  
                  
                  
                  198,959
                  
                  
                  
                  826,941GENERAL
      AND  ADMINISTRATIVE EXPENSES
                  
                  
                  1,585,661
                  
                  
                  
                  2,195,290
                  
                  
                  
                  8,633,794LOSS
      FROM EXPECTED SERVICES NOT RECEIVED
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,205,492LIQUIDATED
      DAMAGE EXPENSE
                  
                  
                  111,825
                  
                  
                  
                  -
                  
                  
                  
                  111,825LOSS
      FROM OPERATIONS
                  
                  
                  (1,744,075
                  )
                  
                  
                  (2,394,249
                  )
                  
                  
                  (11,778,052
                  )OTHER
      (EXPENSE) INCOME
                  
                  
                  (37,530
                  )
                  
                  
                  2,359
                  
                  
                  
                  (121,081
                  )LOSS
      BEFORE PROVISION FOR INCOME TAXES
                  
                  
                  (1,781,605
                  )
                  
                  
                  (2,391,890
                  )
                  
                  
                  (11,899,133
                  )PROVISION
      FOR INCOME TAXES
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -NET
      LOSS
                  
                  
                  (1,781,605
                  )
                  
                  
                  (2,391,890
                  )
                  
                  
                  (11,899,133
                  )OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation adjustment
                  
                  
                  21,177
                  
                  
                  
                  4,075
                  
                  
                  
                  46,343COMPREHENSIVE
      LOSS
                  
                  $
                  (1,760,428
                  )
                  
                  $
                  (2,387,815
                  )
                  
                  $
                  (11,852,790
                  )LOSS
      PER SHAREBasic
      and diluted loss per share
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.09
                  )Basic
      and diluted weighted average number of common shares
                  
                  
                  42,605,696
                  
                  
                  
                  25,371,240
 
 
 
 
 The accompanying notes are
an integral part of this consolidated statement.
 -2-
  DOMINION
      MINERALS CORP. AND SUBSIDIARIES(FORMERLY
      KNOWN AS EMPIRE MINERALS CORP.)(AN
      EXPLORATION COMPANY)STATEMENT
      OF SHAREHOLDERS' EQUITY
  PREFERRED
      STOCK
                    
                    
                    COMMON
                      STOCK
                    
                    
                    SHARES
      IN ESCROW
                    
                    
                    ADDI-TIONALPAID-IN
                    
                    
                    STOCKSUBSCRIP-TION
                    
                    
                    SHARES
      TOBE
      RETURNEDFOR
      SERVICES
                      NOT
                    
                    
                    ACCUMU-LATED
                    
                    
                    ACCUMU-LATEDOTHERCOMPRE-HENSIVE
                      GAIN
                    
                    
                    TOTALSHARE-HOLDERS'SHARES
                    
                    PAR
                    
                    
                    SHARES
                    
                    
                    PAR
                    
                    
                    SHARES
                    
                    
                    PAR
                    
                    
                    CAPITAL
                    
                    
                    RECEIVABLE
                    
                    
                    RECEIVED
                    
                    
                    DEFICIT
                    
                    
                    (LOSS)
                    
                    
                    EQUITYBalance
      at inception, March 1, 2006
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Founders
      stock issued for cash,
                      $0.001
      per share
                    
                    
                    
                    
                    
                    
                    
                    6,460,000
                    
                    
                    
                    646
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    5,814
                    
                    
                    
                    (3,060
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    3,400Shares
      issued March 29, 2006for
      $76,500 in servicesand $8,500 cash, at
      $0.01 per share
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    8,500,000
                    
                    
                    
                    850
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    84,150
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    85,000Stock
      sold through subscription agreements April
      through December 2006at $0.50 per
      share
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    5,505,000
                    
                    
                    
                    551
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,751,949
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,752,500Stock
      issued through the exercise
                      of
      warrants
                    
                    
                    
                    
                    
                    
                    
                    20,000
                    
                    
                    
                    2
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,998
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,000Stock
      warrants issued to
                      employees
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    474
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    474Stock
      warrants issued to
                      consultants
      for advisory
                      services
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    197,113
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    197,113Foreign
      currency translation loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2,651
                    )
                    
                    
                    (2,651
                    )Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2,123,672
                    )
                    
                    
                    
                    
                    
                    
                    (2,123,672
                    )Balance,
      December 31, 2006
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    20,485,000
                    
                    
                    $
                    2,049
                    
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    3,041,498
                    
                    
                    $
                    (3,060
                    )
                    
                    $
                    -
                    
                    
                    $
                    (2,123,672
                    )
                    
                    $
                    (2,651
                    )
                    
                    $
                    914,164Stock
      issued$0.10
      per share, conversion
                      of
      warrants for cash
                    
                    
                    
                    
                    
                    
                    450,000
                    
                    
                    
                    45
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    44,955
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    45,000$0.10
      per share, cashless
                      conversion
      of warrants
                    
                    
                    
                    
                    
                    
                    1,600,000
                    
                    
                    
                    160
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (160
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    -$0.50
      per share, CEO for compensation
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,500,000
                    
                    
                    
                    150
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    749,850
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    750,000$0.50
      per share, for cash
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,994,000
                    
                    
                    
                    199
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    996,801
                    
                    
                    
                    (210,000
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    787,000$0.50
      per share, for consulting services
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,475,000
                    
                    
                    
                    148
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    737,352
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    737,500$0.50
      per share, for
                      investment
      in Cuprum
                    
                    
                    
                    
                    
                    
                    
                    4,000,000
                    
                    
                    
                    400
                    
                    
                    
                    (2,666,667
                    )
                    
                    
                    (267
                    )
                    
                    
                    666,533
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    666,666Proceeds
      on subscription receivable
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    200
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    200Foreign
      currency translation gain
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    4,075
                    
                    
                    
                    4,075Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (2,391,890
                    )
                    
                    
                    
                    
                    
                    
                    (2,391,890
                    )Balance,
      March 31, 2007, unaudited
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    31,504,000
                    
                    
                    
                    3,151
                    
                    
                    
                    (2,666,667
                    )
                    
                    
                    (267
                    )
                    
                    
                    6,236,829
                    
                    
                    
                    (212,860
                    )
                    
                    
                    -
                    
                    
                    
                    (4,515,562
                    )
                    
                    
                    1,424
                    
                    
                    
                    1,512,715Proceeds
      on subscription receivable
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,300
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,300Shares
      assumed pursuant to reverse merger
                    
                    
                    100
                    
                    
                    
                    
                    
                    
                    
                    232,696
                    
                    
                    
                    23
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (135,230
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (135,207
                    )Repurchase
      preferred stock
                    
                    
                    (100
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (10,000
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (10,000
                    )Stock
      issued$0.50
      per share, for
                      services
      and conversion of note
                    
                    
                    
                    
                    
                    
                    
                    7,925,000
                    
                    
                    
                    793
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    3,961,707
                    
                    
                    
                    
                    
                    
                    
                    (1,654,167
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,308,333$0.50
      per share, for cash
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,320,000
                    
                    
                    
                    132
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    659,868
                    
                    
                    
                    210,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    870,000$0.50
      per share, for consulting services
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    824,000
                    
                    
                    
                    82
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    411,918
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    412,000$0.50
      per share, for loan issuance cost
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    800,000
                    
                    
                    
                    80
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    399,920
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    400,000Warrants
      issued with convertible note
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    67,427
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    67,427Special
      warrants issuedIssued
      for cash
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,230,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    2,230,000Issued
      with convertible
                      promissory
      note
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    500,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    500,000Preferred
      stock issued for compensation expense
                    
                    
                    100
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    10,000
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    10,000Stock
      compensation expense
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    594,370
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    594,370Foreign
      currency translation gain
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    23,742
                    
                    
                    
                    23,742Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (5,601,966
                    )
                    
                    
                    
                    
                    
                    
                    (5,601,966
                    )Balance,
      December 31, 2007, restated
                    
                    
                    100
                    
                    
                    $
                    -
                    
                    
                    
                    42,605,696
                    
                    
                    $
                    4,261
                    
                    
                    
                    (2,666,667
                    )
                    
                    $
                    (267
                    )
                    
                    $
                    14,926,809
                    
                    
                    $
                    (1,560
                    )
                    
                    $
                    (1,654,167
                    )
                    
                    $
                    (10,117,528
                    )
                    
                    $
                    25,166
                    
                    
                    $
                    3,182,714Release
      of escrow shares
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,333,334
                    
                    
                    
                    133
                    
                    
                    
                    666,534
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    666,667Special
      warrants issued for cash
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    77,500
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    77,500Stock
      compensaction expense
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    931,364
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    931,364Foreign
      currency translation gain
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    21,177
                    
                    
                    
                    21,177Net
      loss
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,781,605
                    )
                    
                    
                    
                    
                    
                    
                    (1,781,605
                    )Balance,
      March 31, 2008, unaudited (Restated)
                    
                    
                    100
                    
                    
                    $
                    -
                    
                    
                    
                    42,605,696
                    
                    
                    $
                    4,261
                    
                    
                    
                    (1,333,333
                    )
                    
                    $
                    (134
                    )
                    
                    $
                    16,602,207
                    
                    
                    $
                    (1,560
                    )
                    
                    $
                    (1,654,167
                    )
                    
                    $
                    (11,899,133
                    )
                    
                    $
                    46,343
                    
                    
                    $
                    3,097,817
 The accompanying notes are
an integral part of this consolidated statement.
 -3-
 
 DOMINION
      MINERALS CORP. AND SUBSIDIARIES(FORMERLY
      KNOWN AS EMPIRE MINERALS CORP.)(AN
      EXPLORATION COMPANY)CONSOLIDATED
      STATEMENTS OF CASH FLOWS(UNAUDITED)For
      the three
                  
                  
                  From
      inceptionmonths
      ended
                  
                  
                  (March
      1, 2006)March
      31,
                  
                  
                  
                  
                  
                  to
      March 31,2008
                  
                  
                  2007
                  
                  
                  2008(Restated)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (1,781,605
                  )
                  
                  $
                  (2,391,890
                  )
                  
                  $
                  (11,899,133
                  )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Depreciation
                  
                  
                  2,669
                  
                  
                  
                  -
                  
                  
                  
                  12,016Bad
      debt expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  80,000Warrants
      issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  197,587Amortization
      of debt discount
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  31,641Amortization
      of loan issuance cost
                  
                  
                  221,847
                  
                  
                  
                  -
                  
                  
                  
                  428,019Common
      stock issued for advisory services
                  
                  
                  -
                  
                  
                  
                  1,487,500
                  
                  
                  
                  1,906,479Loss
      from write-off of services due from note holders
                  
                  
                  
                  
                  
                  
                  
                  2,202,262Stock
      option expense
                  
                  
                  931,364
                  
                  
                  
                  -
                  
                  
                  
                  1,525,734Preferred
      stock issued for employee compensation
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000Loss
      on currency exchange
                  
                  
                  1,048
                  
                  
                  
                  -
                  
                  
                  
                  12,128Liquidated
      damage expense
                  
                  
                  111,825
                  
                  
                  
                  -
                  
                  
                  
                  111,825Change
      in operating liabilities:Prepaid
      expense
                  
                  
                  25,000
                  
                  
                  
                  -
                  
                  
                  
                  25,000Other
      assets
                  
                  
                  (12,000
                  )
                  
                  
                  -
                  
                  
                  
                  (12,000
                  )Accrued
      liabilities
                  
                  
                  46,969
                  
                  
                  
                  11,355
                  
                  
                  
                  576,503Net
      cash used in operating activities
                  
                  
                  (452,883
                  )
                  
                  
                  (893,035
                  )
                  
                  
                  (4,791,939
                  )CASH
      FLOWS FROM INVESTING ACTIVITIES:Equipment
      purchases
                  
                  
                  (3,271
                  )
                  
                  
                  (2,098
                  )
                  
                  
                  (49,759
                  )Long
      term investment
                  
                  
                  (1,053,774
                  )
                  
                  
                  (500,000
                  )
                  
                  
                  (3,107,388
                  )Notes
      receivable
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (80,000
                  )Net
      cash used in investing activites
                  
                  
                  (1,057,045
                  )
                  
                  
                  (502,098
                  )
                  
                  
                  (3,237,147
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from sale of common stock
                  
                  
                  -
                  
                  
                  
                  787,000
                  
                  
                  
                  4,421,400Proceeds
      from special warrants
                  
                  
                  77,500
                  
                  
                  
                  45,000
                  
                  
                  
                  2,298,420Proceeds
      from exercise of warrants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  45,000Payment
      on note issuance cost
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (74,000
                  )Payment
      on notes payables
                  
                  
                  (100,000
                  )
                  
                  
                  (25,000
                  )
                  
                  
                  (425,000
                  )Proceeds
      from short term loan
                  
                  
                  1,681,416
                  
                  
                  
                  -
                  
                  
                  
                  1,681,416Proceeds
      from notes payable
                  
                  
                  350,000
                  
                  
                  
                  5,000
                  
                  
                  
                  1,455,000Proceeds
      from subscription receivable
                  
                  
                  -
                  
                  
                  
                  200
                  
                  
                  
                  1,500Payment
      repurchase preferred stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (10,000
                  )Net
      cash provided by financing activities
                  
                  
                  2,008,916
                  
                  
                  
                  812,200
                  
                  
                  
                  9,393,736EFFECT
      OF EXCHANGE RATE CHANGES ON CASH
                  
                  
                  18,663
                  
                  
                  
                  (25
                  )
                  
                  
                  31,117NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                  
                  
                  517,651
                  
                  
                  
                  (582,958
                  )
                  
                  
                  1,395,767CASH
      AND CASH EQUIVALENTS, beginning of the period
                  
                  
                  878,116
                  
                  
                  
                  1,047,877
                  
                  
                  
                  -CASH
      AND CASH EQUIVALENTS, end of period
                  
                  $
                  1,395,767
                  
                  
                  $
                  464,919
                  
                  
                  $
                  1,395,767SUPPLEMENTAL
      DISCLOSURES:Interest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  66,024Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Net
      liabitlities 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
                  
                  
                  $
                  -
                  
                  
                  $
                  1,333,332Common
      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
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  400,000
  The accompanying notes are
an integral part of this consolidated statement.
 -4-
 
 DOMINION
MINERALS CORP. AND SUBSIDIARIES
 (FORMERLY
EMPIRE MINERALS CORP.)
 (AN
EXPLORATION COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH
31, 2008
 (UNAUDITED)
 
 1.
              Nature of Business and
      Significant Accounting
Policies
 
 a.
              Nature of
      Business – Dominion Minerals Corp. (“Company”) (formerly known as
      Empire Minerals Corp.) was incorporated January 4, 1996 under the laws 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”) and 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 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 are eliminated
      upon consolidation.  Minority interest has not been presented on
      the consolidated balance sheet because accumulated losses have exceeded
      the minority shareholders’ equity.  In accordance with APB No.
      18, the minority interest has been written down to zero on the
      accompanying balance sheet.
 
 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 the People’s Republic of China and Panama to begin conducting mining
operations.
 
 c.
              Use of
      Estimates – The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America requires management to make estimates and assumptions that affect
      certain reported amounts and disclosures, such as the fair value of
      warrants and stock issued for services as well as various accruals, for
      example, we must calculate the fair value of options granted based on
      various assumptions.  Accordingly, the actual results could
      differ from those estimates.
  -5-
  d.
              Fair value of
      financial instruments – On January 1, 2008, the Company adopted
      SFAS No. 157.  SFAS No. 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 carrying amounts reported in the 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 their current market rate of
      interest.  The three levels are defined as
    follow:
 
 ●
              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 liability, either directly or
      indirectly, for substantially the full term of the financial
      instruments.
 ●
              Level
      3   inputs to the valuation methodology are unobservable
      and significant to the fair value.
 
 The
Company invested $4,440,722 to Cuprum Resources Corp. as of March 31, 2008.
Since there is no quoted or observable market price for the fair value of
similar long term in joint venture, 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 contribution to the investment.
  As of
March 31, 2008, the Company did not identify any assets and liabilities that are
required to be presented on the balance sheet at fair value in accordance with
SFAS No. 157.
 
 e.
              Cash and Cash
      Equivalents – For purposes of the statements of cash flows, the
      Company defines cash equivalents as all highly liquid debt instruments
      purchased with an original maturity of three months or
    less.
 
 f.
              Advances – From
      time to time, the Company advances funds to its consultants and business
      partners to further the Company’s business plans.  Management
      monitors these advances to ensure appropriate progress is made pursuant to
      the funding terms.  Additionally, management evaluates the
      collectibility of these monies and records reserves if collections are in
      doubt.
 
 g.
              Concentration of
      risk – Financial instruments, which potentially subject the Company
      to concentrations of credit risk, consist of cash and cash equivalents.
      The Company places its cash with high quality financial institutions and
      at times may exceed the FDIC $100,000 insurance limit. 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, 2008, the Company had amounts in bank accounts in excess of
      FDIC insurance of $1,188,101.
 
 The
Company has gold mining activities in People’s Repbulic of China
(“PRC”).  Accordingly, the Company’s mining business, financial
condition and results of operations may be influenced by the political, economic
and legal environments in the PRC, and by the general state of the PRC’s
economy.  The Company’s operations in the PRC are subject to specific
considerations and significant risks not typically associated with companies in
the North America and Western Europe. 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.
  -6-
  h.
              Net Loss Per
      Share – In accordance with Statement of Financial Accounting
      Standard (SFAS) No. 128, Earnings Per Share,an
      basic earnings/loss per common share (EPS) is computed by dividing net
      loss for the period by the weighted average number of common shares
      outstanding during the period.  Under SFAS 128, diluted
      earnings/loss per share is computed similar to basic loss per share except
      that the denominator is increased to include the number of additional
      common shares that would have been outstanding if the potential common
      shares had been issued and
dilutive.
 
 The
following is a reconciliation of the basic and diluted loss per share
computations for the three months ended March 31, 2008 and 2007:
 
 2008
                
                
                2007Net
      loss
                
                $
                1,781,605
                
                
                $
                2,391,890Weighted
      average shares used in basiccomputation
                
                
                42,605,696
                
                
                
                25,371,240Diluted
      effect of stock options, warrants
                
                
                -
                
                
                
                -Weighted
      average shares used in dilutedcomputation
                
                
                42,605,696
                
                
                
                25,371,240Losses
      per share:Basic
                
                $
                0.04
                
                
                $
                0.09Diluted
                
                $
                0.04
                
                
                $
                0.09
  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,” which requires the recognition of deferred tax liabilities
      and assets 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 liability or assets is
      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.
 
 -7-
  j.
                Stock based
      compensation– For stock, options and warrants issued to service
      providers, employees and founders, the Company follows SFAS No. 123(R),
      Share-Based Payment,and EITF 96-18,Accounting for Equity Instruments That Are Issued to Other Than Employees
      for Acquiring, or in Conjunction with Selling, Goods or Services,
      which requires recording the options and warrants at the fair value of the
      service provided and expensing over the related service
      period.
 k.
              Recently issued
      accounting pronouncements.
 
 In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities—including an amendment of FASB Statement No.
115 (“FAS 159”). FAS 159 permits companies to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value. The objective of FAS 159 is to provide
opportunities to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply hedge
accounting provisions. FAS 159 also establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose
different measurement attributes for similar types of assets and liabilities.
The Company adopted SFAS No. 159 on January 1, 2008.  The Company
chose not to elect the option to measure the fair value of eligible financial
assets and liabilities.
 
 In
December 2007, the FASB issued SFAS No. 160,“Noncontrolling Interests in
Consolidated Financial Statements - an amendment of Accounting Research Bulletin
No. 51” (“SFAS 160”), 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. The Statement also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
160 is effective for fiscal years beginning after December 15, 2008. The Company
has not determined the effect that the application of SFAS 160 will have on its
consolidated financial statements.
 
 In
December 2007, Statement of Financial Accounting Standards No. 141(R), Business
Combinations, was issued. SFAS No. 141R replaces SFAS No. 141, Business
Combinations. SFAS 141R retains the fundamental requirements in SFAS 141 that
the acquisition method of accounting (which SFAS 141 called the purchase method)
be used for all business combinations and for an acquirer to be identified for
each business combination. SFAS 141R requires an acquirer to recognize the
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions. This replaces SFAS 141’s cost-allocation process, which
required the cost of an acquisition to be allocated to the individual assets
acquired and liabilities assumed based on their estimated fair values. SFAS 141R
also requires the acquirer in a business combination achieved in stages
(sometimes referred to as a step acquisition) to recognize the identifiable
assets and liabilities, as well as the noncontrolling interest in the acquiree,
at the full amounts of their fair values (or other amounts determined in
accordance with SFAS 141R). SFAS 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. An entity
may not apply it before that date. The Company is currently evaluating the
impact that adopting SFAS No. 141R will have on its financial
statements.
  -8-
  In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”),
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 Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity’s financial position, financial performance and cash flows.
SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. The Company has not
determined the effect that the application of SFAS 161 will have on its
consolidated financial statements.
 l.
              Equipment –
      Equipment is stated at cost and is depreciated using the straight-line
      method over their estimated useful lives of five
      years.  Expenditures for maintenance and repairs are charged to
      operations as incurred.  The estimated service lives of
      equipment and vehicles are as
follows:
  Depreciable
      lifeExploration
      equipment
              5
      yearsOffice
      equipment
              5
      yearsVehicles
              5
      years
  m.
              Impairment for long
      lived assets – SFAS No. 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 No. 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 No. 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 has no impairment issues to disclose.n.
              Foreign currency
      translation – The reporting currency of the Company is US
      dollar.  Dongxing and Tianjin use their local currency 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 historical exchange rates.
 
  Translation
adjustments amounted to $46,343 gain as of March 31, 2008. Asset and liability
accounts at March 31, 2008 were translated at 7.00 RMB to $1.00. Equity accounts
were stated at their historical rate. The average translation rates applied to
income statement accounts and cash flows for the three months ended March 31,
2008 and 2007, and from inception (March 1, 2006) to March 31, 2008 were 7.15
RMB, 7.75 RMB and 7.67 RMB to $1.00, respectively. In accordance with Statement
of Financial Accounting Standards No. 95, "Statement of Cash Flows," cash flows
from the Company's operations is calculated based upon the local currencies
using the average translation rate. Because cash flows are translated at average
translation rates for the period, amounts reported on the statement of cash
flows will not necessarily agree with changes in the corresponding balances on
the balance sheet.
 
 Transaction
gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the
results of operations as incurred. For the three months ended March 31, 2008 and
2007, and from inception (March 1, 2006) to March 31, 2008, total transaction
loss amounted to $1,048, $0 and $12,128 respectively.
 -9-
  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 $11.0 million as of March 31, 2008 and has insufficient sources of
cash to execute its business plan, raising substantial doubt about its ability
to continue as a going concern. In response to these conditions, management is
continuing to seek both debt and equity financing from various sources, although
there are no guarantees that they will be successful in their endeavors. No
adjustment has been made to the accompanying financial statements as a result of
this uncertainty.
 3.
              Restatement
      – Conversion of Promissory Note, Issuance of Common Stock,
      Litigation      and Partial Recovery of
      Common Stock Shares issued
 
 As
discussed in the Company’s Report on Form 8-K filed on April 22, 2009,
theCompany has concluded, based    on further review, that
it should restate the accounting for the issuance of 7,925,000 shares of its
common stock under agreements entered into on April 1, 2007 for the conversion
of a promissory note, previously issued by the Company and discussed below.
 The transaction was previously reported as the conversion of the
outstanding balance of the promissory note, including accrued interest, of
$106,071, at that carrying value, into 7,925,000 shares of the Company’s common
stock, representing a conversion price of $0.013 per share.  The Company
has concluded that the accounting for the transaction should have been recorded
at the fair value of the common stock issued and the Company should have
recognized the value of services that, at that time, the Company expected to
receive from the holders of the promissory note.  The Company has not
received the services that it expected to receive and on December 23, 2008, the
Company filed suit in the Supreme Court of the State of New York, seeking return
of the shares issued and other relief.  On February 11, 2009, the
Company entered into a Settlement Agreement of that suit, as a result of which a
total of 3,308,333 of the 7,925,000 shares originally issued will be returned to
the Company or otherwise cancelled and the Company will make payments
aggregating $63,230 to the defendants, as more fully discussed
below.  Reflecting the terms of the Settlement Agreement, the Company
has restated its financial statements to record the shares issued at their
estimated fair value and to recognize a loss of $2,205,492 as of April 1, 2007,
the date of the agreements under which the shares were issued, as discussed
below.
 
 On
February 14, 2001, the Company (which was then known as ObjectSoft Corporation)
executed the promissory note (the “Note”) in the amount of $100,000 to Jay N.
Goldberg (the “Original Holder”). The Note, which was due on March 16, 2001 (the
“Maturity Date”), accrued interest at 12% per annum and, in the event of
default, accrued interest at 20% per annum. The principal plus all accrued and
unpaid interest was payable in cash on the Maturity Date or, at the option of
the holder, was convertible into equity securities of the Company to be issued
to certain institutional investors in a proposed private placement expected to
be completed at or prior to the Maturity Date.
  -10-
 
  On May
30, 2001, the Company and the Original Holder executed an Allonge and Amendment
to Promissory Note, amending the Maturity Date to December 31,
2001.  The Original Holder also waived any Events of Default that may
have occurred and agreed to cooperate with the Company in a potential
restructuring of the Company or other transaction pursuant to which the terms of
the Note may be restructured.  This restructuring was
unsuccessful.  In July 2001, ObjectSoft filed a Bankruptcy Petition in
the Bankruptcy Court for the District of New Jersey and, in November of 2004,
emerged from the Bankruptcy filing with no assets and a single liability for the
principal amount of the Note of $100,000.  None of our present
officers, directors or employees were associated with us at the time of, or
involved in any way in, the bankruptcy proceeding.
 
 On
November 16, 2004, the Original Holder executed an “Assignment and Endorsement
of Note” and assigned all of the Original Holder’s right, title and interest in
and to the Note, to Securities Acquisition New York, LLC
(“SANY”).   Prior to June 2006, with the agreement of the then
management of the Company, SANY converted $32,300 of the principal amount of the
Note into 807,500 shares of common stock of the Company (as adjusted for
subsequent stock splits), at an effective conversion price of $0.04 per
share.  On October 26, 2006, SANY executed an “Agreement of Assignment
of Note” and assigned all of their right, title and interest in and to the Note
to West Greenwood Foundation (“WGF”).   On the date of
assignment, the principal balance was $67,700 and the amount of accrued interest
was $28,170.
 The
Company previously entered into consulting agreements with Saddle River
Associates (“SRA”) for general business consulting and financial advisory
services.  SRA introduced the Company to Xacord Corporation (as
ObjectSoft was then known), which entity had originally issued the Note and with
whom we completed the reverse triangular merger on February 20, 2007 (see Note
1a).  In addition, SRA advised the Company of the opportunity to
invest in the Exploration and Development Agreement with Bellhaven Copper &
Gold, Inc., which Agreement is described in Note 5.
  Following
our reverse triangular merger on February 20, 2007 (see Note 1a), on April 1,
2007, WGF and various entities and individuals (“designees”), which designees
simultaneously purchased various interests in the Note from WGF, requested to
convert the outstanding balance of the Note of $106,071 ($67,700 of principle
and $38,371 of accrued interest) into 7,925,000 shares of our common stock,
representing a conversion rate of approximately $0.013 per share.  The
Company was advised by SRA that these designees would be able to provide the
Company with expertise and assistance to further the development of the
Company’s Panamanian Exploration and Development Agreement with
Bellhaven.  Consequently, the Company agreed to the conversion and the
Note was cancelled.
 
 -11-
 
  Over
time, the Company has become aware that the designees did not possess the
expertise necessary to provide the services that the Company expected that it
would receive to assist it with its Panamanian operations.   On
December 23, 2008, the Company filed suit in the Supreme Court of the State of
New York, against SRA, WGF and the designees, seeking return of the shares
issued for conversion of the Note and other relief.  The written
agreements related to conversion of the Note did not refer to the provision of
any services by the holders of the Note and the defendants asserted that no such
agreement related to future services existed.  Notwithstanding that
assertion, the defendants agreed to return a portion of the shares issued and on
February 11, 2009, the Company entered into a Settlement Agreement with the
defendants.  The Company concluded that it was in its best interests
to accept the terms of the Settlement Agreement, rather than continue to
litigate the matter.  As a result of the Settlement Agreement, of the
7,925,000 shares originally issued, 1,000,000 shares will be cancelled and a
further 2,308,333 shares (one-third of the remaining shares issued of 6,925,000)
will be returned to the Company.  The Company will make payments
aggregating $63,230 to the defendants, representing (1) payment of principal and
interest on the Note from April 2007 to the date of the Settlement Agreement for
that portion of the Note for which shares are being returned and (2) outstanding
consulting fees due to SRA of $25,000.
 
 The
Company originally accounted for the conversion of the Note based on the written
terms of the agreements with WGF and the designees and recorded the common
shares issued at the carrying amount of the note.  However, to reflect
the company’s expectation that it would also receive future services in addition
to the conversion of the Note, the 7,925,000 shares issued should have been
recorded at their fair value.  On April 1, 2007, the closing price of
the Company’s common stock was $2.50 per share.  Although the
Company’s common stock is publically traded, the trading volume is small; during
the two year period ended December 31, 2007, the total trading volume of our
common stock was less than 250,000 shares.  In various private
placements of the Company’s common stock that occurred between April 2006 and
October 2007, the Company sold an aggregate of 12,819,000 shares of its common
stock for cash, each placement at a price of $0.50 per share.  Because
the 7,925,000 shares issued represents a number of shares substantially in
excess of the Company’s historical trading volume, the Company believes that the
price of $0.50 per share at which it has effected private placements is a more
reasonable estimate of fair value for the 7,925,000 shares issued than the
quoted market price. Accordingly, the Company has restated its financial
statements for the period ended June 30, 2007 and all subsequent periods to
reflect the April 2007 issuance of the 7,925,000 shares at a fair value of $0.50
per share or an aggregate of $3,962,500.
 As
discussed above, the written terms of the Note provide for conversion only if a
private placement was completed at or prior to maturity of the Note on December
31, 2001.  The Note bears interest at 12% and accordingly the carrying
value of the Note together with accrued interest at the date of conversion is
considered to be a reasonable approximation of the fair value of the Note as of
that date.  In relation to the services that the Company expected to
receive from the designees, EITF Issue 96-18 provides that the fair value of
shares issued to non-employees for services to be performed should be determined
as of the earlier of the date at which a commitment for performance by the
counterparty to earn the shares is reached or the date at which their
performance is complete.  EITF Issue 00-18 further provides that where
there are no specific performance criteria required by the recipient in order to
retain the shares issued, a measurement date has been reached and the shares
should be valued as of the date of the agreement.  The Company
expected that the designees would provide their services over the multi-year
life of the Company’s Panamanian operations but no specific performance criteria
were established.  Accordingly, the Company has valued the services it
expected to receive based on the fair value of the common shares at the time
they were issued, which as discussed above has been estimated at $0.50 per
share.  The difference of $3,856,429 between the fair value of the
shares issued of $3,962,500 and the carrying value of the Note at the date of
conversion of $106,071, which carrying value is considered to be a reasonable
approximation of its fair value at that date, has been allocated as the value of
the services the Company expected to receive.
  -12-
  The
Company has not received the services that it expected to receive when the
shares were issued and as a result of the Settlement Agreement, the Company has
recorded a loss of $2,205,492 as of April 1, 2007, reflecting the fair value of
the shares that will not be returned to the Company or cancelled as a result of
the Settlement Agreement, together with the amounts to be paid by the Company
under the Settlement Agreement, offset by $60,000 previously recorded by the
Company for amounts outstanding under the Company’s previous consulting
agreements with SRA.  At December 31, 2007, the value of the shares
issued on April 1, 2007 but subsequently cancelled or returned to the Company as
a result of the Settlement Agreement have been recorded as
contra-equity.  The affect of restatement of the Company’s financial
statements as of  March 31, 2008 as described above was as
follows:
  From
      inception (March 1, 2006)
                    to
      March 31, 2008As
      Previously
                    Reported
                  
                  
                  As
      RestatedLoss
      from expected services not received
                  
                  
                  -
                  
                  
                  $
                  2,205,492Loss
      from operations
                  
                  $
                  (9,572,560
                  )
                  
                  $
                  (11,778,052
                  )Loss
      before provision for income taxes
                  
                  
                  (9,693,641
                  )
                  
                  
                  (11,899,133
                  )Net
      loss
                  
                  $
                  (9,693,641
                  )
                  
                  $
                  (11,899,133
                  )Comprehensive
      loss
                  
                  $
                  (9,644,733
                  )
                  
                  $
                  (11,852,790
                  )March
      31, 2008Shareholders’
      Equity
                  
                  $
                  3,101,047
                  
                  
                  $
                  3,097,817
  -13-
 4.
              Equipment
 
 Equipment
consists of the following at March 31, 2008:
 
 Exploration
      equipment
                  
                  $
                  21,163Office
      equipment
                  
                  
                  4,891Vehicles
                  
                  
                  29,531Total
                  
                  
                  55,585Less:
      accumulated depreciation
                  
                  
                  12,722Equipment,
      net
                  
                  $
                  42,863
 
 Depreciation
expense amounted to $2,669, $0 and $12,016 for the three months ended March 31,
2008 and 2007, and the period from inception (March 1, 2006) through March 31,
2008, respectively.
  5.
              Long term
      investment
 
 Cuprum
Resources Corp. (“Cuprum”) – In March 2007, the Company, Bellhaven Copper &
Gold, Inc. (“Bellhaven”) and Cuprum entered into an Exploration Development
Agreement (“Agreement”). The Agreement grants the Company an option to acquire
up to 75% of the authorized and outstanding stock of Cuprum, the holder of a
Mineral Concession from the Republic of Panama on a copper prospect located in
the Republic of Panama. The Agreement calls for the Company to pay Cuprum or
Bellhaven $2,000,000 in annual installments of $500,000 each beginning in March
2007, issue Bellhaven 4,000,000 shares of the Company’s common stock under an
escrow agreement and further cash investments totaling $15,000,000 to be used in
exploration and development work on the copper prospect underlying Cuprum’s
Mineral Concession. Currently, the Company owns less than 20% of Cuprum and
therefore, has recorded this investment under the cost method of accounting for
investments. At March 31, 2008, the Company made its first two cash installment
payment of $500,000, invested another $2,107,388 which was used for exploration
and development work, issued 2,666,667 shares of common at $0.50 per share or
$1,333,334. Accordingly, the Company recorded $4,440,722 as investments in the
accompanying balance sheet which includes the $2,107,388 incurred in exploration
and development work. The exploration and development work is made up of the
project costs for the period. The project costs include drilling, general
geology, camp, mobilization, geophysics, land administration, assays and
shipping, helicopter, office and management expenses. The costs have been
capitalized by the Company as part of the Company’s acquisition of the 75% stake
in Cuprum, as per the Exploration and Development Agreement. Another 1,333,333
shares of common stock has been placed into escrow and are recorded as shares in
escrow until such time as the shares are released at which time the Company will
reflect an increase to both the investment and equity.
 
 Zhaoyuan
Dongxing Gold Mining Co., Ltd. (“Zhaoyuan Dongxing”) – The Company entered into
a joint venture agreement with Zhaoyuan Dongxing Gold Minerals 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 the People’s Republic of China. 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.
 
 -14-
 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 the People’s Republic of China. The agreement calls for a
$1,000,000 total capital contribution. The Company obtained a 70% equity stake
in the joint venture in exchange for $1,000,000. The $1,000,000 contribution is
required to be paid in installments after the approval by the Chinese
government. The approval and the business license were received on April 12,
2007. The Company’s made the first two installment payments of $200,000 on July
5, 2007 and $300,000 on September 5, 2007, and will make a third installment
payment of $500,000 on or before February 28, 2008 and amended to May 30, 2008
for the contribution of capital. TIGMR will contribute mining licenses and
mineral data to the joint venture for the remaining 30% interest. As of March
31, 2008, TIGMR has not contributed mining licenses and mineral data to the
joint venture. As per Amendment Number 2 entered into by the Company and TIGMR,
the transfer of the licenses is required to be made on or before May 30, 2008.
The term of the joint venture is 30 years beginning on April 12, 2007, the date
the business license was issued. The Company has consolidated the financial
statements of the joint venture into the its financial statements as the Company
exercise control over the joint venture by its 70% of ownership.
  6.
              Convertible Note
      Payable and Short Term Loan
 
 a.
              In
      February 2001, the Company executed a Promissory Note (“Note”) in the
      amount of $100,000 to Jay N. Goldberg (“Holder”). See Note 3 for further
      discussion of this Note.
 
 b.
              On
      June 25, 2007, the Company executed a Convertible Promissory Note (“Note”)
      in the amount of $300,000.  The 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 Note in the amount of $34,000 and warrants to purchase 300,000 shares
      of the Company’s common stock at an exercise price of $1.00 for a two-year
      term. 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 September 19, 2007, the Company and the Holder
      executed an Amendment to the Note. Pursuant to the amended agreement, the
      maturity date was extended to December 15, 2007. In addition, the warrant
      granted to the holder to purchase 300,000 shares of common stock at $1.00
      for a two-year term was canceled and new warrant was granted to the holder
      to purchase 300,000 shares of common stock at $0.65 for a two-year term.
      On December 15, 2007, the Company and the Holder executed Amendment 2 to
      Convertible Promissory Note (“Amendment 2”). Pursuant to Amendment 2, the
      maturity date was extended to May 31, 2008, as of the date of Amendment 2,
      the Note bears interest at a rate of 9% annum. Additionally, the Company
      issued the Holder 600,000 shares of common stock at $0.65 per share for a
      two-year term. On January 28, 2008, the Company paid $100,000 of the
      principal due on the Note.
  -15-
  c.
              On
      June 26, 2007, the Company executed a Convertible Promissory Note (“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. The 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 (“Note”)
      in the amount of $500,000.  The Note is payable in 90 days and
      bears a total of $25,000 interest during the term of the
      Note.  The Company also incurred additional fees associated with
      the Note in the amount of $25,000 and 100,000 shares of the Company’s
      common stock.  The holder of the Note may at any time convert
      the principal amount for shares of the Company’s common stock at a rate of
      $1.00 per share. On July 5, 2007, the Company paid the interest and
      additional fees and issued 100,000 shares of common stock to the holder
      pursuant to the Note. On September 19, 2007, the Company repaid the entire
      principal by issuing 1,000,000 Special Warrants to the Note
      Holder.
  e.
              On
      January 22, 2008, the Company executed a Convertible Promissory Note
      (“Note”) in the amount of $350,000.  The note is payable in 30
      days and bears interest at a rate of 6% 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% 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.
 
 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. For the period ended March 31, 2008,
      the accrued interest expense was
$4,774.
 
 Total
interest expense for the above convertible notes payable and short term loans
for the three months ended March 31, 2008, 2007 and from inception (March 1,
2006) to March 31, 2008 amounted to $13,750, $3,385 and $140,800
respectively.
  -16-
  7.
                Related Party
      Transactions
 
 a.
                Saddle
      River Associates – The Company entered into three agreements with Saddle
      River Associates (SRA), a shareholder in the Company. The first
      transaction dated March 26, 2006 relates to a one year Advisory Agreement
      in which SRA will provide consulting services related to locating and
      evaluating financing alternatives, corporate structuring and other
      business issues for $15,000 per month. The agreement automatically renews
      annually, unless either party gives 90 days notice to terminate. The
      Company paid SRA $0, $45,000 and $300,000 for the period ended March 31,
      2008 and 2007, and for the period from inception (March 1, 2006) through
      March 31, 2008, under the terms of this agreement. On April 15, 2008 the
      Company canceled the agreement.
 The
second agreement, an Acquisition Services Agreement, dated April 9, 2006 amended
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 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
million, 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. The accompanying consolidated balance sheet includes the accrued
consulting fees to SRA for the period, October 1, 2006 to February 21, 2007
totaling $23,750.
 
 b.
              Chief
      Financial Officer – The Company’s Chief Financial Officer (“CFO”) provided
      consulting services to the Company prior to the merger to assist in merger
      preparations at $5,000 per month on a month to month basis beginning in
      November 2006 through February 21, 2007. As of April 1, 2007, the CFO
      resumed providing consulting services to the Company at $8,000 per month
      on a month to month basis. The services provided include the day to day
      financial management of the company and any related functions related to
      the financial operations of the
Company.
 
 On June
18, 2007, the Company and the CFO entered into a Stock Repurchase Agreement in
which the Company repurchased from the CFO, 100 shares of the Company’s
outstanding Series I Preferred Stock (“Preferred Shares”) held by the CFO for
$10,000.
 
 c.
              Euro
      Centro Consulting Corp – The Company entered into 2 agreements with Euro
      Centro Consulting Corp (“Euro”), as shareholder in the Company. The first
      transaction dated July 15, 2007, the Company and Euro Centro Consulting
      Corp (“Euro”), a shareholder of the Company entered into a consulting
      agreement. Pursuant to the agreement, the Company received a 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 as of December 31,
      2007.
  
 -17-




The
second transaction was a similar consulting agreement dated November 2, 2007.
Pursuant to the agreement, 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 as of December 31, 2007.




8.  Shareholders’
equity
 
 The
Company is authorized to issue 705,000,000 shares: 700,000,000 shares of $0.0001
par value common stock and 5,000,000 shares of $0.0001 par value preferred
stock. As of March 31, 2008, the Company has 42,605,696 of Common Stock
outstanding, including 1,333,333 shares held in escrow.
 
 a.
              Effective
      August 11, 2006, the Company amended the Articles of Incorporation as
      follows: Each twenty (20) shares of Common Stock then issued was
      automatically combined into one share of Common Stock of the Company
      (“20-1 reverse split”).  No fractional shares or scrip
      representing fractions of a share were issued, but in lieu thereof, each
      fraction of a share that any stockholder would otherwise be entitled to
      receive was rounded up to the nearest whole share.  As a result
      of the 20 to 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.
 
 b.
              Effective
      January 22, 2007, the Company amended the Articles of Incorporation as
      follows: Each twenty (20) shares of Common Stock then issued was
      automatically combined into one share of Common Stock of the Company
      (“20-1 reverse split”). No fractional shares or scrip representing
      fractions of a share were issued, but in lieu thereof, each fraction of a
      share that any stockholder would otherwise be entitled to receive was
      rounded up to the nearest whole share.  As a result of the 20 to
      1 reverse split, the issued number of shares of Common Stock was reduced
      by 4,419,481, from 4,652,085 to 232,604 shares of Common Stock. The
      rounding of fractional shares to the nearest whole share resulted in an
      additional 248 shares being issued to stockholders who would have been
      entitled to receive a fraction of a share.  The total number of
      shares of Common Stock issued after the issuance of the rounding of
      fractional shares was 232,852.
 
 c.
              On
      February 20, 2007, the Company issued 26,504,000 shares of its common
      stock for 26,504,000 shares of common stock, representing all of the
      outstanding stock of its subsidiary pursuant to the triangular merger
      accounted for as a reverse merger and recapitalization. Additionally, all
      warrants issued by the subsidiary and outstanding at the date of the mere
      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. As of March 31, 2008, the
      Company received $4,900 as payment for the shares. Therefore, the Company
      recorded subscription receivable for the amount of $1,560 at March 31,
      2008 for the remaining balance.
  -18-
  (2)
              On
      March 29, 2006, the Subsidiary issued managements and key consultants
      8,500,000 shares for services valued at $76,500 and cash $8,500, totaling
      $0.01 per share. As of March 31, 2007, the Subsidiary received $8,500 in
      cash for payment. The Subsidiary recorded $76,500 of consulting expense
      during the year ended December 31, 2006.  Additionally, the
      Subsidiary issued warrants to purchase up to a total of 5,970,000 to
      management and consultants. The warrants were vested upon grant, have a 3
      year life, and are exercisable at $0.10 per share. Warrants to purchase up
      to 3,500,000 shares of common stock issued to management contained a
      cashless exercise provision. The eight 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.  At March 31, 2008, four warrants with
      options to purchase a total of 450,000 were exercised for
      cash.  The Subsidiary received $45,000 in cash for the exercise
      of the four warrants.  Two 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 December 2007, the Subsidiary issued
      2,299,000 shares of its common stock to various individuals and entities
      in exchange for consulting services to the Subsidiary. The Company
      recorded consulting expenses in the amount of $1,079,979 in the
      accompanying statement of operations and $69,521 prepaid for consulting
      services.
 
 (5)
              On
      February 19, 2007, the Subsidiary issued to its President and Chief
      Executive Officer, 1,500,000 shares of common stock as a bonus for his
      services to the Subsidiary and as incentive compensation for future
      services.  The Company recorded consulting expenses in the
      amount of $750,000 in the accompanying statement of
      operations.
 
 d.
              On
      March 9, 2007, the Company issued 4,000,000 shares of Common Stock to
      Bellhaven Gold & Copper, Inc. (“Bellhaven”) as part of an Exploration
      Development Agreement entered into by and between the Company, Bellhaven
      and its wholly owned subsidiary, Cuprum Resources Corp (“Cuprum”)
      (“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 the Republic of Panama on a copper
      prospect located in the Republic of Panama.  The agreement calls
      for the Company to pay Cuprum or Bellhaven $2,000,000 in annual
      installments of $500,000 each, issue Bellhaven shares of the Company’s
      common stock as valued under an escrow agreement with a total value of
      $4,000,000 and expend $15,000,000 in exploration and development work on
      the copper prospect underlying Cuprum’s Mineral Concession. As per the
      agreement, the Company has delivered a certificate in the amount of
      2,666,667 shares of common stock to Bellhaven and deposited 1,333,333
      shares of its common stock into escrow. The Company has recorded
      $1,333,334 as investment on the accompanying balance
  sheet.
  -19-
  e.
              On
      April 1, 2007, the Company issued 7,925,000 shares of Common Stock to West
      Greenwood Foundation (“WGF”) and various entities and individuals
      (“designees”), pursuant to the conversion of the Convertible Promissory
      Note executed by the Company in February 2001
      (“Note”).   See Note 3 for further discussion of this stock
      issuance.
 
 f.
              On
      May 4, 2007, the Company completed a Private Placement to sell 4,000,000
      shares of Common Stock at a price of $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.
 
 g.
              On
      June 18, 2007, the Company and the Chief Financial Officer (“CFO”) entered
      into a Stock Repurchase Agreement in which the Company repurchased from
      the CFO, 100 shares of the Company’s outstanding Series I Preferred Stock
      (“Preferred Shares”) held by the CFO.  The Preferred Shares were
      repurchased by the Company from the CFO for $10,000. The Preferred Shares
      repurchased represented the total amount of Preferred Stock issued and
      outstanding. Subsequent to the repurchase of the Preferred Shares, the
      Company filed a Certificate of Designation with the State of Delaware and
      canceled the Series I Preferred
Stock.
 
 h.
              On
      June 26, 2007, the Company issued 100,000 shares of common stock as a form
      of payment for additional fees directly related to a Convertible
      Promissory Note (see Note 6c).
 
 i.
              On
      July 2, 2007, the Company issued 100,000 shares of common stock as a form
      of payment for additional fees directly related to a Convertible
      Promissory Note (see Note 6d).
 
 j.
              On
      July 31, 2007, the Company completed a Private Placement to sell 1,000,000
      shares of Common Stock at a price of $0.50 per share for cash totaling
      $500,000.  The transaction was completed in the form of a
      Subscription Agreement and called for the Company to issue warrants to
      purchase 1,000,000 shares of common stock at $1.00 per share for a 2 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, 2008, the Company has not filed the
      registration statement and has accrued $20,000 in liquidated damages which
      have been expensed during the current
period.
 
 k.
              From
      August 2007 to October 2007, the Company sold a total of 320,000 shares of
      common stock in the form of Subscription Agreements at $.50 per
      share.  The total proceeds to the Company for the sale of the
      shares were $160,000.
 
 l.
              On
      December 15, 2007, the Company issued 600,000 shares of common stock as a
      form of payment for additional fees directly related to a Convertible
      Promissory Note (see Note 6b).
 
 m.
              In
      December 2007, the Company issued 100 shares of preferred stock at par
      value of $0.0001 to the Company’s CEO Mr. Pinchas Althaus 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.
  -20-
 On June
25, 2007, the Company granted warrants to purchase 300,000 shares of the
Company’s common stock, as a form of payment for additional fees directly
related to a Convertible Promissory Note (see Note 6b). The warrant has an
exercise price of $1.00 per share for a two-year term. The warrant was canceled
on September 19, 2007 and a new grant was issued in the form of a warrant to
purchase 300,000 shares of common stock at an exercise price of $0.65, was
issued to the note holder. The fair values of the warrants were estimated at the
date of grant using the Black-Scholes option–pricing model with the following
assumptions:
 
 Expected
                                  
                                  Expected
                                  
                                  Dividend
                                  
                                  Risk
      Free
                                  
                                  Grant
      DateLife
                                  
                                  Volatility
                                  
                                  Yield
                                  
                                  Interest Rate
                                  
                                  Fair Value2
      years
                                  
                                  48.69%
                                  
                                  -
                                  
                                  4.78%
                                  
                                  $31,641
 
 From
August 2007 to March 2008, the Company received a total of $2,296,420 in cash,
netted 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 2% per 30 day period for
non-compliance. The potential registration penalties should be accounted for in
accordance with FSP EITF 00-19-2. That FSP requires that the penalties be
accounted for in accordance with FAS 5, that is, they are recognized when they
are “probable” and can be “reasonably estimated”, which may be at inception. As
of March 31, 2008, the Company has not filed the registration statement and has
accrued $91,825 in liquidated damages which have been  expensed during
the current period.
 
 On
November 25, 2007, the Company granted stock options  to purchase up
to 5,400,000 shares of the Company’s common stock to management and employees of
the Company, pursuant to the Company’s 2007 Employee Incentive Plan. The stock
options have an exercise price of $0.50 per shares for a five-year
term.
 
 On
December 15, 2007, the Company granted warrants to purchase 300,000 shares of
the Company’s common stock, as a form of payment for additional fees directly
related to Amendment 2 to Convertible Promissory Note (see Note 6b). The warrant
has an exercise price of $0.65 per share for a two-year term.
 
 The
Company had 6,215,000 warrants outstanding as of March 31, 2008 and the
following is a summary of the warrant activities:
 
 Weighted
                  
                  
                  AverageNumber
      of
                  
                  
                  Number
      of
                  
                  
                  Average
                  
                  
                  RemainingWarrants
                  
                  
                  Warrants
                  
                  
                  Exercise
                  
                  
                  ContractualOutstanding
                  
                  
                  Exercisable
                  
                  
                  Price
                  
                  
                  LifeBalance
      at December 31, 2006
                  
                  
                  5,950,000
                  
                  
                  
                  5,950,000
                  
                  
                  $
                  0.10
                  
                  
                  2.75
      yearsGrantedForfeitedExercisedBalance
      at March 31, 2007
                  
                  
                  5,950,000
                  
                  
                  
                  5,950,000
                  
                  
                  $
                  0.10
                  
                  
                  2.50
      yearsGranted,
      June 25, 2007
                  
                  
                  300,000
                  
                  
                  
                  300,000
                  
                  
                  $
                  1.00
                  
                  
                  2
      yearsGranted,
      August throughSeptember,
      2007
                  
                  
                  5,460,000
                  
                  
                  
                  -
                  
                  
                  $
                  0.50
                  
                  
                  2
      yearsGranted,
      December, 2007
                  
                  
                  300,000
                  
                  
                  
                  300,000
                  
                  
                  $
                  0.65
                  
                  
                  2
      yearsForfeited
                  
                  
                  (5,500,000
                  )
                  
                  
                  (5,500,000
                  )
                  
                  $
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  (450,000
                  )
                  
                  
                  (450,000
                  )
                  
                  $
                  0.10
                  
                  
                  
                  -Balance
      at December 31, 2007
                  
                  
                  6,060,000
                  
                  
                  
                  600,000
                  
                  
                  $
                  0.58
                  
                  
                  1.63
      yearsGranted
                  
                  
                  155,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  2.00
      yearsForfeited
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Exercised
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Balance
      at March 31, 2008
                  
                  
                  6,215,000
                  
                  
                  
                  600,000
                  
                  
                  $
                  0.58
                  
                  
                  1.39
      years
  -21-
 In
November 2007, the Board of Directors of the Company adopted and approved the
2007 Stock Option Plan (the “Plan”) which authorized the issuance of up to
6,750,000 shares under the Plan. The fair values of stock options granted to
employees were estimated at the date of grant using the Black-Scholes
option-pricing model with the following assumptions:
 
 Expected
                                    
                                    Expected
                                    
                                    Dividend
                                    
                                    Risk
      Free
                                    
                                    Grant
      DateLife
                                    
                                    Volatility
                                    
                                    Yield
                                    
                                    Interest Rate
                                    
                                    Fair ValueEmployees
      –
                                      2007
                                    5.0
      years
                                    
                                    61%
                                    
                                    0%
                                    
                                    3.52%
                                    
                                    8,100,000
 
 The
Company determined its expected volatility and dividend yield based on the
historical changes in stock price and dividend payments. The risk-free interest
rate for the expected term of the option is based on the U.S. Treasury yield
curve in effect at the time of grant. The Company determined the option’s
expected life based on historical exercise behavior.
 
 Following
is a summary of the stock option activity:
 
 Weighted
                    
                    
                    AggregateOptions
                    
                    
                    Average
                    
                    
                    IntrinsicOutstanding
                    
                    
                    Exercise
      Price
                    
                    
                    ValueOutstanding
      as of December 31, 2006
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Granted
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Forfeited
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      as of March 31, 2007
                    
                    
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Granted
                    
                    
                    5,400,000
                    
                    
                    
                    0.5
                    
                    
                    
                    -Forfeited
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      as of December 31, 2007
                    
                    
                    5,400,000
                    
                    
                    $
                    0.5
                    
                    
                    $
                    -Granted
                    
                    
                    200,000
                    
                    
                    
                    0.5
                    
                    
                    
                    -Forfeited
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Outstanding
      as of March 31, 2008
                    
                    
                    5,600,000
                    
                    
                    $
                    0.5
                    
                    
                    $
                    -
 
 For the
three months ended March 31, 2008, 2007 and from inception (March 1, 2006) to
March 31, 2008, the Company has expensed $931,364, $0 and $1,525,734 in stock
option expenses, respectively.
 
 -22-
  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, 2008 are as
follows:
 
 Net
      operating loss for the three months ended March 31, 2008
                  
                  $
                  1,781,605Effective
      income tax rate
                  
                  
                  40
                  %Total
      deferred tax assets
                  
                  
                  712,642Less:
      valuation allowance
                  
                  
                  (712,642
                  )Total
      deferred tax assets as of March 31, 2008
                  
                  $
                  -Net
      operating loss for the three ended March 31, 2007
                  
                  $
                  2,391,890Effective
      income tax rate
                  
                  
                  40
                  %Total
      deferred tax assets
                  
                  
                  956,756Less:
      valuation allowance
                  
                  
                  (956,756
                  )Total
      deferred tax assets as of March 31, 2007
                  
                  $
                  -Net
      operating loss from inception (March 1, 2006) to March 31,
      2008
                  
                  
                  11,899,133Effective
      income tax rate
                  
                  
                  40
                  %Total
      deferred tax assets
                  
                  
                  4,759,653Less:
      valuation allowance
                  
                  
                  (4,759,653
                  )Total
      deferred tax assets as of March 31, 2008
                  
                  $
                  -
 
 
 
 The
Company’s deferred tax asset as March 31, 2008 of $712,642 was fully offset by a
valuation allowance, resulting in a net deferred tax asset of $0 because of the
uncertainty of the Company’s ability to utilize the net operating loss
carryforward against future earnings.
 
 The
reconciliation of the effective income tax rate to the federal statutory rate
for the period ended March 31, 2008 is as follows:
 
 
 Federal
      income tax rate
                                    
                                    
                                    34
                                    %State
      tax, net of federal benefit
                                    
                                    
                                    6
                                    %Increase
      in valuation allowance
                                    
                                    
                                    (40
                                    )
      %Effective
      income tax rate
                                    
                                    
                                    -
                                    %
 
 The
deferred tax assets result from net operating loss carry-forwards. These assets
will therefore reverse either upon their utilization against taxable income or
upon their statutory expiration. Net operating loss carry-forwards will expire
beginning in 2020 through 2027.
  -23-
  10.
              Commitments –
      The Company and its Subsidiary entered into various agreements during the
      period beginning March 2006 (Subsidiary’s inception date) and ending March
      31, 2008.  These include:
 
 a.
              Empire
      (Tianjin) Resources Co., Ltd. – The Company is to pay $500,000 on or
      before May 31, 2008 to Tianjin pursuant to the cooperative joint venture
      agreement.  (See Note 5)
 
 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 2 years and are automatically
      renewed for 2 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 5
      years and 3 years, respectively. The agreements are automatically renewed
      for 1 year terms unless the Company or Executive gives 90 days prior
      written notice to terminate the
agreement.
 
 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 leased additional
      space at another location.  The additional space is leased on a
      month to month basis at a rate of $1,445 per
  month.
 
 d.
              Cuprum
      Resources Corp. – In March 2007, the Company, Bellhaven Copper & Gold,
      Inc. (“Bellhaven”) and Cuprum Resources Corp (“Cuprum) entered into an
      Exploration Development Agreement (“agreement”).  The agreement
      requires the Company over the next three years to issue 4 million shares
      of the Company’s common stock and make cash payments in the amount of
      $17,000,000.  At March 31, 2008, the Company released 2,666,667
      shares of its common stock from escrow and made cash payments of
      $3,107,387.
 
 Commitments
are summarized as below:
 
 Period
      ending December 31,2008
                            
                            $
                            7,007,2252009
                            
                            
                            7,166,6662010
      and thereafter
                            
                            
                            500,000
 
 11.           Subsequent
Events
 
 a.
              On
      April 25, 2008, the Company and the $350,000 Note 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% per
      annum.  The Company also incurred additional fees associated
      with Amendment 2 in the amount of 250,000 shares of the Company’s common
      stock.
 
 b.
              On
      April 28, 2008, the Board of Directors approved a total of 4,550,000 to be
      issued to the members of the Board of Directors as
  bonus
  -24-
  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
theAmendment No. 3 to Form
10SB that was filed with
the Securities and Exchange Commission and became effective onDecember 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 it's 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, Object Soft 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 Kiosks. The Kiosks were public
access terminals that offered terminals that offered 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 significant employees were associated with us at the time
of or involved in any way in our bankruptcy proceeding. In November of 2004, we
exited the Bankruptcy case with no assets, one liability in the form of a
convertible promissory note with a principal balance of $100,000.00 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.
  -25-
  In
September of 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.
  The
management of the parties at the time of the business combination consisted of:
(i) Diego Roca was the sole officer and director of the Company and of Xacord
Acquisition Sub Corp.; and (ii) Pinchas Althaus, Diego Roca and Bruce Minsky
were the officers and directors of theNevada Subsidiary.
Messrs. Althaus, Roca and Minsky became the three directors and three of the
officers 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.
  -26-
  Status Before Business
Combination:
 
 
     Actions in Business
Combination:
 
 
 -27-
 
 Status After Business
Combination:
   graphic
  The
Company is engaged in the acquisition, exploration, development and operation of
mineral and natural resource properties and prospects. The present activities
are concentrated on mineral prospects and properties located in the Republic of
Panama and in the People's Republic of China.
  The
Company has entered into an agreement with Bellhaven Copper & Gold, Inc., a
British corporation and its wholly owned subsidiary, Cuprum Resources, Corp., a
Panamanian corporation. Under this agreement, the Company may acquire a majority
ownership interest in Cuprum Resources, Corp. Cuprum holds a mineral Concession
from the Republic of Panama on a copper prospect located in the Guariviara Area
of Panama.
  The
Nevada Subsidiary has entered into two joint venture agreements involving
mineral properties and/or prospects located within China. These properties are
primarily regarded as gold prospects or properties. One of the Chinese joint
venture agreements of the Nevada Subsidiary is with Zhaoyuan Dongxing Gold
Minerals Co., Ltd, an entity organized under the China Company Law. Under this
agreement, the parties have formed Zhaoyuan Empire Gold Corp., Ltd., a Chinese
entity in which they each own a 50% interest subject to future adjustment. This
jointly held entity holds three mining leases from the Chinese government on
gold prospects located in the Shandong Province of China along with certain
mining and mill equipment. The other joint venture agreement of the Nevada
Subsidiary is with the Tianjin Institute of Geology, a Chinese legal entity.
Under this agreement the parties have formed a Chinese limited liabilitycompany named Empire (Tianjin) Resources Co., Ltd. This entity
was formed to acquire mineral interests in and explore, develop and, if
warranted, conduct mining operations on mineral properties located in the Inner
Mongolian Autonomous Region of Tianjin Province in the Peoples Republic of
China. The Nevada Subsidiary holds a 70% interest in this entity subject to
future adjustment to reflect the parties' respective capital
contributions.
  -28-
  The
following chart sets out our present organizational structure:
  
  -29-
  The
proposed operations of the two Chinese Joint Ventures and the acquisition of the
majority interest in the Cuprum Resources, Corp. and operations on the
Panamanian prospect will require our expenditure of materially more capital than
is presently available to us. Our proposed operations include:
  ·
              Supervising,
      and if necessary providing or procuring additional financing for, the
      operations of the two Chinese Joint
Ventures;
  ·
              Acquiring
      the majority interest in the Panamanian corporation holding the mineral
      concession and providing financing for and supervising its
      operations;
  ·
              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, 2007financial 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 $11,900,000 at March 31, 2008 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 adequate
funds.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
estimates and assumptions that affect certain reported amounts and disclosures,
such as the fair value of warrants and stock issued for services as well as
various accruals, for example, we must calculate the fair value of options
granted based on various assumptions.  Accordingly, the actual results
could differ from those estimates. We have identified certain accounting
policies that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 1 of the Notes to the Financial
Statements.
  Several of those critical accounting
policies are as follows. Please refer to Note 1, Nature of Business and
Significant Accounting Policies, including Note 1b, Basis of Presentation; Note
1c, Use of Estimates; Note 1d,Fair Value of Financial
Instruments; and Note
1i, Income Taxes.
  -30-
  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
stagecompany. We do not
anticipate that significant revenues will be achievedfor the next 24
months.
 
 Expenses for the Three Month Period
ending March 31, 2008vs March 31, 2007
  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,
    2008
                    
                    
                    March 31,
    2007REVENUE
                    
                    
                    -
                    
                    
                    Nil
                    
                    
                    
                    -
                    
                    
                    NilEXPENSESResearch &
      development
                    
                    $
                    46,589
                    
                    
                    
                    2.65
                    %
                    
                    $
                    198,959
                    
                    
                    
                    8.33
                    %Consulting
    fees
                    
                    
                    169,388
                    
                    
                    
                    9.64
                    %
                    
                    
                    1,906,143
                    
                    
                    
                    79.83
                    %Professional
      fees
                    
                    
                    73,983
                    
                    
                    
                    4.21
                    %
                    
                    
                    86,810
                    
                    
                    
                    3.64
                    %Other employee
      compensation
                    
                    
                    931,364
                    
                    
                    
                    52.98
                    %
                    
                    
                    -
                    
                    
                    NilLoan costs
                    
                    
                    221,847
                    
                    
                    
                    12.62
                    %
                    
                    
                    -
                    
                    
                    NilGeneral &
      administrative
                    
                    
                    186,410
                    
                    
                    
                    10.61
                    %
                    
                    
                    202,337
                    
                    
                    
                    8.47
                    %Liquidated damage
      expense
                    
                    
                    111,825
                    
                    
                    
                    6.36
                    %
                    
                    
                    -
                    
                    
                    NilDepreciation
                    
                    
                    2,669
                    
                    
                    
                    0.15
                    %
                    
                    
                    -
                    
                    
                    NilTOTAL
    EXPENSES
                    
                    $
                    1,744,075
                    
                    
                    
                    99.22
                    %
                    
                    $
                    2,394,249
                    
                    
                    
                    100.27
                    %Other expense
      (income)
                    
                    
                    37,530
                    
                    
                    
                    2.13
                    %
                    
                    
                    (2,359
                    )
                    
                    
                    -0.10
                    %Other comprehensive
      income
                    
                    
                    (23,742
                    )
                    
                    
                    -1.35
                    %
                    
                    
                    (4,075
                    )
                    
                    
                    -0.17
                    %LOSS BEFORE INCOME
      TAXES
                    
                    
                    1,757,863
                    
                    
                    
                    100.00
                    %
                    
                    
                    2,387,815
                    
                    
                    
                    100.00
                    %Income tax benefit
      (expense)
                    
                    
                    -
                    
                    
                    NilCOMPREHENSIVE
      LOSS
                    
                    $
                    1,757,863
                    
                    
                    
                    100.00
                    %
                    
                    $
                    2,387,815
                    
                    
                    
                    100.00
                    %
 
 
 Researchanddevelopmentcostsdecreased by $152,370, or77%, to $46,589for the three months ended March 31,
2008as compared to $198,959for the three months ended March 31,
2007.The principal reason for thisdecrease was due todecreased exploration activity onthe Dongxing joint
ventureproperty.
 
 Consultingfeesdecreased by $1,736,755, or91%, to $169,388for the three months ended March 31,
2008as compared to $1,906,143for the three months ended March 31,
2007. The principal reason for thisdecrease was due toreferral fees paid in 2007, not being
incurred in 2008.
 
 For the three months ended March 31,
2008, professional feesdecreased $12,826, or15%, to $73,983as compared to $86,810for the three months ended March 31,
2007.Thisdecrease for the three month period is due
to accounting and legal fees related to the issuance of 2007first quarterfinancial statements and
filingof our Form 10SB
during the three months ended March 31, 2007.
 
 -31-
  For the three months ended March 31,
2008, other employee compensation expense totaled $931,364 as compared to 0 for
the three months ended March 31, 2007.  This increase of $931,264 is
due to the grants of Stock Options under the 2007 Employee Incentive Plan, to
our management and an employee.  The fair values of the options
granted were estimated at the date of the grant utilizing the Black-Scholes
option-pricing model.
 
 For the three months ended March 31,
2008, loan costs totaled $221,847 as compared to 0 for the three months ended
March 31, 2007.  This increase of $221,847 is due to amortized costs
recorded during the three months ended March 31, 2008, for Convertible
Promissory Notes entered into by us, during the year ended 2007 and the three
months ended March 31, 2008.
 
 For the three months ended March 31,
2008, liquidated damage expense totaled $111,825 as compared to 0 for the three
months ended March 31, 2007.  This increase of $111,825 is due to the
penalties incurred pursuant to the Special Warrants issued.
 
 Liquidity and Capital
Resources
 
 Cash and Working
Capital
 We had a decrease in working capital of
$1,597,639 and $823,050 for the three months ended March 31, 2008 and March 31,
2007, respectively.  This was due to an increase in current assets of
$492,651 for the three months ended March 31, 2008, a decrease in current assets
of $568,980 for the three months ended March 31, 2007 and an increase in current
liabilities of $2,090,290 and $254,070 for the three months ended March 31, 2008
and March 31, 2007, respectively.  We had an accumulated deficit of
$10,117,528from the date we exited bankruptcy
proceedings in October 2004 to December 31, 2007, and an accumulated deficit of
$11,899,133at March 31, 2008. We have no
contingencies or long-term obligations except for our work commitments under our
Exploration and Development Agreement with Bellhaven Copper and Gold, Inc and
Cuprum Resources Corp.
 
 We had a cash balance of $878,116 and
$1,047,877 on December 31, 2007 and December 31, 2006, respectively, and a cash
balance of $1,395,767and $464,919 on March 31, 2008 and
March 31, 2007, respectively.  For the three months ended March 31, 2008
and the three months ended March 31, 2007, we had a net cash outflow of $517,651
and ($582,958), respectively.
 
 On
January 22, 2008, we received $350,000 from the issuance of a Convertible
Promissory Note (“Note”).  The Note is payable in 30 days and bears
interest at a rate of 6% annum.  We also incurred additional fees
associated with the Note in the amount of $33,000.  The holder may at
any time convert the principal amount for shares of our common stock at a rate
of $1.00 per share.  On February 22, 2008, we executed an Amendment 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% annum.  On April 25, 2008, we executed Amendment No. 2 to the Note
(“Amendment 2”).  Pursuant to Amendment 2, the maturity date was
extended to July 31, 2008 (“Amended Maturity Date 2”), bearing interest at a
rate of 6% annum.  We also incurred additional fees associated with
Amendment 2 in the amount 250,000 shares of our common stock.
 
 -32-
  On March
10, 2008, we received $1,650,000 pursuant to a Loan Agreement with Balstone
Investments Ltd.  The loan bears interest at a rate of 3-monthly LIBOR
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
our Chief Executive Officer which includes a share charge over his entire
shareholdings in the Company.
  Internal and External Sources of
Liquidity
  Over the next 12 months period, we plan
to fund our operations throughthe saleof Common Stock or Common Stock with
warrants.
  Contractual
Obligations
  We have no commitments for capital
expenditures.
  We do not engage in hedging transactions
and we have no hedged mineral resources.
  We were and are committed to making
certain exploration work expenditures and option paymentspursuant to the Exploration and
Development Agreement and Joint Venture Agreementsigned at December 31, 2007over the forthcoming 12 months
period:
  Cerro ChorchaProject:
 ·
              Required work expenditure byMarch 7,
      2008; $2,000,000 whichhas been paid and the exploration
      and development plan was completed; a work plan for the remainder of
      2008has been formulatedand will be approved jointly by
      Bellhaven Copper and Gold, Inc. and
us.
 
 ·
              Annual payment: $500,000 dueMarch 7, 2008 was paid on March 14,
      2008;
  TIGMRProject:
 
 ·
              Joint Venture Contribution
      (Installments 1 and 2): $500,000; dueSeptember 2007, paid September
      2007; Joint Venture Contribution (Installment 3) due May 31, 2008;
   Off-Balance Sheet
Arrangements
 
 We have no off-balance sheet
arrangements. We do not engage in hedging transactions andwehave no hedged
resources.
 
 
 Item
3.  Qualitative Disclosures About Market Risk.
 
 None.
 
 -33-
  Item
4T.  Controls and Procedures.
 
 (a)           Evaluation
of disclosure controls and procedures.
 
 Pinchas
Althaus, who serves as the Company’s chief executive officer, and Diego Roca,
who serves as the Company’s chief financial officer, after evaluating the
effectiveness of the Company's disclosure controls and procedures as of the end
of the period covered by this quarterly report (the “Evaluation Date”) concluded
that as of the Evaluation Date, the Company's disclosure controls and procedures
were effective to ensure that information required to be disclosed by the
Company in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported as specified in the SEC's rules and forms and
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is accumulated and communicated
to our management to allow timely decisions regarding required
disclosure.
 
 (b)           Changes
in internal control over financial reporting.
 
 There
were no changes in the Company’s internal control over financial reporting
during the three months ended March 31, 2008, that have materially affected, or
are reasonably likely to materially affect, internal control over financial
reporting.]
 
 -34-
 PART
II
 
 Item
1.  Legal Proceedings.
 
 None.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 1.           (a)           On
November 2, 2007, the Company agreed to issue 599,000 shares of its common
stock.
  (b)           No person
acted as a principal underwriter for the sale of these
securities.  The Company’s common stock was offered directly by the
Company through its officers and directors.  The common stock was
issued to four entities as follows:  Netzach Group LLC – 325,000
shares; (ii) Euro Centro Consulting Corp – 10,000 shares; and (iii) Jewish
Enrichment Center for the Boroughs – 64,000 shares.
  (c)           These
securities were issued for consulting services performed for the
Company.  There were no underwriting fees, discounts or expenses
involved in the issuance of this stock.
  (d)           In the
issuance of these shares of its common stock, the Company relied upon the
exemption from the registration requirements of Section 5 of the Securities Act
provided in Section 4(2) of the Securities Act and by Regulation D adopted under
the Securities Act.  These shares were issued as restricted securities
and a legend denoting the restrictions on their transferability under the
Securities Act was placed upon the certificates issued to represent the
securities.
 
 2.           (a)           On
December 15, 2007, the Company entered into an Amendment 2 to Convertible
Promissory Note, which note (“Note”) was originally issued on June 25, 2007 and
was amended on September 19, 2007.  The Note as amended through
December 15, 2007 provides for:  (i) the payment of principal of
$100,000.00 on or before January 31, 2008;  (ii) the payment of the
remaining principal of $200,000.00 on or before May 31, 2008; (iii) the payment
of accrued interest of $26,000.00 and Note related fees and costs of $34,000.00
on or before May 31, 2008; (iv) the issuance of a warrant to purchase up to
300,000 shares of the Company’s common stock at $0.65 per share during the
period ending September 19, 2009 (“September 19, 2009 Warrant”); (v) the
issuance of a warrant to purchase 300,000 shares of the Company’s common stock
during the period ended December 15, 2009 (“December 15, 2009 Warrant”); and
(vi) the issuance of 600,000 shares of the Company’s common stock to the holder
of the Note, which the Company plans to issue.
  (b)           No person
acted as a principal underwriter for the sale of these
securities.  The Company’s common stock was offered directly by the
Company through its officers and directors.  The securities were
issued to ATM Group, LLC, a New York limited liability company.
  -35-
 (c)           The Note
was originally issued for cash totaling $300,000.00.  The December 15,
2009 Warrant and the 600,000 shares of common stock were issued for the
extension of the Note.  The $34,000.00 fee to be paid on or before May
31, 2008 was for:  (i) $12,000.00 – financing fee; (ii) $5,000.00 –
underwriting fee; (iii) $15,000.00 – consulting fee; and (iv) $2,000.00 –
creditor’s costs.
  (d)           In the
issuance of these securities, the Company relied upon the exemption from the
registration requirements of Section 5 of the Securities Act provided in Section
4(2) of the Securities Act and by Regulation D adopted under the Securities
Act.  These shares were issued as restricted securities and a legend
denoting the restrictions on their transferability under the Securities Act was
placed upon the documents issued to represent the securities.
 
 3.           (a)           On
April 18, 2008, the Company issued 4,550,000 shares of its common
stock.
  (b)           No person
acted as a principal underwriter for the issuances of these
securities.  The Company’s common stock was offered directly by the
Company through its officers and directors.  The common stock was
issued to the Company’s four directors.
  (c)           These
shares of common stock were issued to the directors as compensation for their
services as such.  No underwriting discounts, commissions or
acquisition costs were paid on these issuances.
  (d)           In the
issuance of these shares of its common stock, the Company relied upon the
exemption from the registration requirements of Section 5 of the Securities Act
provided in Section 4(2) of the Securities Act and by Regulation D adopted under
the Securities Act.  These shares were issued as restricted securities
and a legend denoting the restrictions on their transferability under the
Securities Act was placed upon the certificates issued to represent the
securities.
 
 Item
3.  Defaults Upon Senior Securities.
 
 None.
 
 Item
4.  Submission of Matters to a Vote of Security Holders.
 
 None.
 
 Item
5.  Other Information.
 
 The
Company’s Board of Directors does not presently have a standing nominating
committee or any committee performing similar functions.  Since the
Board presently consists of only four members, all of its directors will
participate in the nomination process.
 
 -36-
  Item
6.  Exhibits.
 
 
 Exhibit No.
                        
                        Description of Exhibits3.1
                        
                        Amendment
      2 to Convertible Promissory Note*31.1
                        
                        Officers
      Certifications under Section 302 of the Sarbanes-Oxley Act of
      2002*31.2
                        
                        Officers
      Certifications under Section 302 of the Sarbanes-Oxley Act of
      2002*32.1
                        
                        Certification
      of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of
      2002.*
 
 ____________________
 *           Filed
herewith.
  -37-
  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
      20, 2008
              
              By:
              /s/ Pinchas
      AlthausPINCHAS
      ALTHAUSChief
      Executive Officer and PresidentDate:
              May
      20, 2008
              
              By:
              /s/ Diego
      RocaDIEGO
      ROCAExecutive
      Vice President, Chief FinancialOfficer
      and Treasurer
   -38-