UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM
10-Q _________________  (Mark One) þ

Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934  For the Quarterly Period Ended March 31, 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)  75 Rockefeller Plaza, Suite
1817New York, New York
 10019(Address of principal executive
offices and zip code)  Registrants telephone number, including
area code: (212) 231-8171  Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No o  Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act.  Large accelerated
filer   ̈

Accelerated filer   ̈  Non-accelerated filer   ̈
(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.     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(UNAUIDTED)CURRENT
ASSETS: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

$
573,273Short-term
Loan


1,681,496Convertible note
payable

550,000Liquidated
damage payable

111,825Total current
liabilities

2,916,594COMMITMENTS AND
CONTINGENCIES

-SHAREHOLDERS'
EQUITY:Preferred stock,
Voting Series I, $0.0001 par value; 5,000,000 sharesauthorized, 100
shares issued and outstandingas 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

12,745,778Stock
subscription receivable

(1,560)Deficit
accumulated during the exploration  stage

(9,693,641)Accumulated
other comprehensive income

46,343Total
shareholders' equity

3,101,047Total
liabilities and shareholders' equity
$
6,017,641   The accompanying
notes are an integral part of this consolidated statement.       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

2008REVENUE
$
-
$
-
$
-COST OF
SALES

-

-

-GROSS PROFIT

-

-

-RESEARCH AND
DEVELOPMENT COSTS

46,589

198,959

826,941GENERAL AND
 ADMINISTRATIVE EXPENSES

1,585,661

2,195,290

8,633,794LIQUIDATED
DAMAGE EXPENSE

111,825

-

111,825LOSS FROM
OPERATIONS

(1,744,075)

(2,394,249)

(9,572,560)OTHER (EXPENSE)
INCOME

(37,530)

2,359

(121,081)LOSS BEFORE
PROVISION FOR INCOME TAXES

(1,781,605)

(2,391,890)

(9,693,641)PROVISION FOR
INCOME TAXES

-

-

-NET LOSS

(1,781,605)

(2,391,890)

(9,693,641)OTHER
COMPREHENSIVE INCOMEForeign
currency translation adjustment

23,742

4,075

48,908COMPREHENSIVE
LOSS
$
(1,757,863)
$
(2,387,815)
$
(9,644,733)LOSS PER SHAREBasic and
diluted loss per share
$
(0.04)
$
(0.09)
$
(0.33)Basic and
diluted weighted average number of common shares

42,605,696

25,371,240

29,628,322    The accompanying
notes are an integral part of this consolidated statement.


DOMINION MINERALS CORP. AND SUBSIDIARIES(FORMERLY KNOWN AS EMPIRE MINERALS CORP.)(AN
EXPLORATION COMPANY)STATEMENT OF SHAREHOLDERS' EQUITYACCUMULATEDADDITIONAL

STOCK



OTHER

TOTALPREFERRED STOCK

COMMON STOCK

SHARES IN ESCROW

PAID-IN

SUBSCRIPTION

ACCUMULATED

COMPREHENSIVE

SHAREHOLDERS'SHARES

PAR

SHARES

PAR

SHARES

PAR

CAPITAL

RECEIVABLE

DEFICIT

GAIN
(LOSS)

EQUITYBalance at
inception, March 1, 2006

-
$
-

-
$
-

-
$
-
$
-
$
-
$
-
$
-
$
-Founders stock
issued for cash, $0.001 per share





6,460,000

646





5,814

(3,060)





3,400Shares issued
March 29, 2006 for $76,500 in service and $8,500 cash, at $0.01 per
share





8,500,000

850





84,150







85,000Stock sold
through subscription agreements April through December 2006 at $0.50 per
share





5,505,000

551





2,751,949







2,752,500Stock issued
through the exercise of warrants





20,000

2





1,998







2,000Stock warrants
issued to employees













474







474Stock warrants
issued to consultants for advisory services













197,113







197,113Foreign currency
translation loss



















(2,651)

(2,651)Net loss

















(2,123,672)



(2,123,672)Balance, December
31, 2006

-
$
-

20,485,000
$
2,049

-
$
-
$
3,041,498
$
(3,060)
$
(2,123,672)
$
(2,651)
$
914,164Stock issued$0.10 per share,
conversion of warrants for cash





450,000

45





44,955







45,000$0.10 per share,
cashless conversion of warrants





1,600,000

160





(160)







-$0.50 per share,
CEO for compensation





1,500,000

150





749,850







750,000$0.50 per share,
for cash





1,994,000

199





996,801

(210,000)





787,000$0.50 per share,
for consulting services





1,475,000

148





737,352







737,500$0.50 per share,
for investment in Cuprum





4,000,000

400

(2,666,667)

(267)

666,533







666,666Proceeds 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$0.013 per share,
for conversion of Xacord note





7,925,000

793





105,278







106,071$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

















(3,396,474)



(3,396,474)Balance, December
31, 2007

100
$
-

42,605,696
$
4,261

(2,666,667)
$
(267)
$
11,070,380
$
(1,560)
$
(7,912,036)
$
25,166
$
3,185,944Release of escrow
shares









1,333,334

133

666,534







666,667Special warrants
issued for cash













77,500







77,500Stock
compensation n expense













931,364







931,364Foreign currency
translation gain



















21,177

21,177Net loss

















(1,781,605)



(1,781,605)Balance, March
31, 2008, unaudited

100
$
-

42,605,696
$
4,261

(1,333,333)
$
(134)
$
12,745,778
$
(1,560)
$
(9,693,641)
$
46,343
$
3,101,047    The accompanying
notes are an integral part of this consolidated statement.


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

2008CASH FLOWS FROM
OPERATING ACTIVITIES:Net loss


$
(1,781,605)
$
(2,391,890)
$
(9,693,641)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

1,906,479Stock 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

573,273Net 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.      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.  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.  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.  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.  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.  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 $9.7 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. 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.  4. 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.  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.  5. 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). The Note accrues 12%
interest per annum and in the event of a default begins to accrue interest at
20% annum. The principal plus all accrued and unpaid interest is payable in cash
or at the option of the Holder, is convertible into shares of common stock of
the Company (conversion) on the Maturity Date.  The original Maturity
Date of the Note was March 16, 2001. The Note also called for the issuance of a
warrant to purchase 50,000 shares of the Companys common stock at $0.25 for a
term of 5 years. In May 2001, the Company and the Holder executed an Allonge and
Amendment to Promissory Note, amending the Maturity Date to December 31, 2001.
In November 2004, the Holder executed an Assignment and Endorsement of Note
and assigned all of the Holders right, title and interest in and to the Note,
to Securities Acquisition New York, LLC (SANY). From October 2004 to June
2006, SANY converted $32,300 of principal to 323,000,000 pre-split shares of
common stock. On October 26, 2006, SANY executed an Agreement of Assignment of
Note and assigned all of the Holders right, title and interest in and to the
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.
For the year ended December 31, 2007, the Company recorded interest expense in
the amount of $3,385 in the accompanying statement of operations. On April 1,
2007, WGF and various entities and individuals, which simultaneously purchased
an interest in the total note from WGF, converted the total balance of $106,071
($67,700 principle and $38,371 interest) to 7,925,000 shares, representing a
conversion rate of approximately $0.013 per share, and the Note was canceled.
There was no relationship between SANY, WGF and the Company prior to the note
assignments.  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.  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.  6. 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.  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.  7. 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.  (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.  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).  On the date of the
conversion of the Note, the balance of the Note was $67,700 and $38,371 of
principal and interest, respectively.  In a simultaneous transaction, the
designees purchased an interest of the Note from WGF and converted their
interest in to shares of Common Stock of the Company based on the rate of
conversion previously agreed to between the Company and WGF.  The
conversion of the total balance of $106,071 to 7,925,000 shares of Common Stock,
represented a conversion rate of approximately $0.013 per share.  See Note
6a.  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 5c).  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 5d).  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 5b).  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.  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 5b). 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 5b). 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  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.  8. 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

9,693,641Effective income tax rate

40%Total
deferred tax assets

3,877,456Less: valuation allowance

(3,877,456)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.  9. 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 4)  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  10. 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        Item
2.  Managements Discussion and Analysis of Financial Condition and Results
of Operations.  Forward-Looking
Statements and Associated Risks.Except for
statements of historical facts, this report contains forward-looking statements
involving risks and uncertainties. You can identify these statements by
forward-looking words including believes, considers, intends, expects,
may, will, should, forecast,  or anticipates, or the equivalents of
those words or comparable terminology, and by discussions of strategies that
involve risks and uncertainties. Forward-looking statements are not guarantees
of our future performance or results, and our actual results could differ
materially from those anticipated in these forward-looking statements. We wish
to caution readers to consider the important factors, among others, that in some
cases have affected, and in the future could affect our actual results and could
cause actual consolidated results for future fiscal years to differ materially
from those expressed in any forward-looking statements made by us or on our
behalf. These factors include without limitation, our ability to obtain capital
and other financing in the amounts and at the times needed, identification of
suitable exploration properties for acquisition, the successful discovery of
gold, silver or other precious metals in quantities economically feasible for
profitable production, changes in gold and silver prices, changes in the
political climate for gold and silver exploration, and other risk factors listed
from time to time in our Securities and Exchange Commission reports, including
in particular the factors and discussions under the heading Risk Factors in
the Amendment No. 3 to Form 10SB that was filed with the Securities and Exchange
Commission and became effective on December 21, 2007.  Overview of
Business  The Company was
formed as a Delaware corporation on January 4, 1996 under the name ObjectSoft
Corporation. On May 9, 2005, The Company changed its name to Nanergy, Inc. On
June 5, 2006, its name was changed to Xacord Corp. On January 3, 2007, the
Company changed 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. 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 the Nevada 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. Status Before Business Combination: [form10q33108dominionsub002.gif]   Actions in Business Combination: [form10q33108dominionsub004.gif]   Status After Business Combination: [form10q33108dominionsub006.gif] 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 liability company named Empire (Tianjin) Resources Co., Ltd. This
entity was formed to acquire mineral interests in and explore, develop and, if
warranted, conduct mining operations on mineral properties located in the Inner
Mongolian Autonomous Region of Tianjin Province in 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. The
following chart sets out our present organizational structure:  [form10q33108dominionsub008.gif] 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, 2007 financial statements includes an
explanatory paragraph indicating that there is substantial doubt about our
ability to continue as a going concern due to recurring losses from operations,
an accumulated deficit of approximately $9,700,000 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.  Results of
Operations  Discussion
of Revenues  We have no revenues
at this time and have not had any revenues in recent years, because we are an
exploration stage company. We do not anticipate that significant revenues will
be achieved for the next 24 months.  Expenses for
the Three Month Period ending March 31, 2008 vs 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%LOSS BEFORE OTHER ITEMOther 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%   Research and
development costs decreased by $152,370, or 77%, to $46,589 for the three months
ended March 31, 2008 as compared to $198,959 for the three months ended March
31, 2007.  The principal reason for this decrease was due to decreased
exploration activity on the Dongxing joint venture property.  Consulting fees
decreased by $1,736,755, or 91%, to $169,388 for the three months ended March
31, 2008 as compared to $1,906,143 for the three months ended March 31, 2007.
The principal reason for this decrease was due to referral fees paid in 2007,
not being incurred in 2008.  For the three months
ended March 31, 2008, professional fees decreased $12,826, or 15%, to $73,983 as
compared to $86,810 for the three months ended March 31, 2007.  This
decrease for the three month period is due to accounting and legal fees related
to the issuance of 2007 first quarter financial statements and filing of our
Form 10SB during the three months ended March 31, 2007.  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 $7,912,036 from the date we exited bankruptcy proceedings
in October 2004 to December 31, 2007, and an accumulated deficit of $9,693,641
at 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 $1,395,767 and
$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.  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 through the sale of Common Stock
or Common Stock with warrants.  Contractual
Obligations  We have no
commitments for capital expenditures.  We do not engage in
hedging transactions and we have no hedged mineral resources.  We were and are
committed to making certain exploration work expenditures and option payments
pursuant to the Exploration and Development Agreement and Joint Venture
Agreement signed at December 31, 2007 over the forthcoming 12 months period:  Cerro Chorcha
Project: ·
Required work
expenditure by March 7, 2008; $2,000,000 which has been paid and the
exploration and development plan was completed; a work plan for the
remainder of 2008 has been formulated and will be approved jointly by
Bellhaven Copper and Gold, Inc. and us.  ·
Annual payment:
$500,000 due March 7, 2008 was paid on March 14, 2008;  TIGMR Project:  ·
Joint Venture
Contribution (Installments 1 and 2): $500,000; due September 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 and
wehave no hedged resources.   Item 3.
 Qualitative Disclosures About Market Risk.  None.  Item 4T.
 Controls and Procedures.  (a) Evaluation
of disclosure controls and procedures.  Pinchas Althaus, who
serves as the Companys chief executive officer, and Diego Roca, who serves as
the Companys chief financial officer, after evaluating the effectiveness of the
Company's disclosure controls and procedures as of the end of the period covered
by this quarterly report (the Evaluation Date) concluded that as of the
Evaluation Date, the Company's disclosure controls and procedures were effective
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported as specified in the SEC's rules and forms and to ensure
that information required to be disclosed by the Company in reports that it
files or submits under the Exchange Act is accumulated and communicated to our
management to allow timely decisions regarding required disclosure.  (b) Changes
in internal control over financial reporting.  There were no changes
in the Companys internal control over financial reporting during the three
months ended March 31, 2008, that have materially affected, or are reasonably
likely to materially affect, internal control over financial reporting.]        PART II  Item 1.
 Legal Proceedings.  None.  Item 2.
 Unregistered Sales of Equity Securities and Use of Proceeds.  1. (a) 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.  (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.     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.         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