---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K /AAmendment No.
  1

[X] ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2009

[   ] 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 333-138471

DANA RESOURCES(Exact
name of registrant as specified in its charter)

|Wyoming                                          | N/A                                      
|------------------------------------------------ | -----------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)     
|organization)                                    |                                          
|                                                 |                                          
|810 Malecon Cisneros                             |                                          
|Miraflores, Lima Peru R5 18                      | 380 44 331 6201                          
|(Address of principal executive offices) (Zip    | (Registrants telephone number, including
|Code)                                            | area code)                               

N/A(Former name, former address and former
fiscal year, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act:
  NoneSecurities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. [   ]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. [   ]

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. [X]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]

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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

Large accelerated filer [  
]        Accelerated filer [  
]        Non-accelerated filer [  
]        Smaller reporting company
[X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act) No [X]

Aggregate market value of the voting stock of the registrant
held by non-affiliates of the registrant at December 31, 2008 (computed by
reference to the latest price at which the common equity was sold; $0.0029):
$132,048

Number of common shares outstanding at October 13, 2009:
50,320,480

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Explanatory Note:

This Amendment No. 1 on Form 10-K/A (this Amendment)
  amends the Registrants Annual Report on Form 10-K for the fiscal year
  ended June 30, 2009, which the Registrant previously filed with the Securities
  and Exchange Commission on October 14, 2009 (the Original Filing).
  The Registrant is filing this Amendment because on September 2009, the Company
  received a notice of termination on its mineral rights agreement and completion
  of mining claims assignment due to non payment of the monthly royalty fees.
  The mineral rights amount in the June 30, 2009 financial statements have been
  reclassified to deposit on mineral concession due to the uncertainty of its
  legal status as to rights and ownership to the mineral assets. These reclassifications
  had no effect on the previously reported net loss.

In addition, as required by Rule 12b-15 under the Securities
Exchange Act of 1934, new certifications by our principal executive officer and
principal financial officer are filed as exhibits to this Amendment and apply to
this filing and the Original Filing, as amended. Except as set forth below, the
Original Filing has not been amended, updated or otherwise modified. Other
events occurring after the filing of the Form 10-K or other disclosures
necessary to reflect subsequent events have been addressed in our reports filed
with the Securities and Exchange Commission subsequent to the filing of the Form
10-K.

Item 8. Financial Statements and Supplementary Data

Our fiscal year end is June 30. We will provide audited
financial statements to our stockholders on an annual basis. Our audited
financial statements as of June 30, 2009 follow as pages F-1 through F-14

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders 
  Dana Resouces 
  Miraflores, Lima Peru R5 18

We have audited the accompanying balance sheets of Dana Resources
  (An Exploration Stage Company) as of June 30, 2009 and 2008 and the related
  statements of operations, stockholders equity (deficit) and cash flows
  for the years then ended and from Inception (July 21, 2006) through June 30,
  2009. These financial statements are the responsibility of the Companys
  management. Our responsibility is to express an opinion on these financial statements
  based on our audit.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit also includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements, assessing the accounting principles used and significant
  estimates made by management, as well as evaluating the overall financial statement
  presentation. We believe that our audit provides a reasonable basis for our
  opinion.

In our opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of Dana Resources (An
  Exploration Stage Company) as of June 30, 2009 and 2008 and the results of its
  operations and cash flows for the years then ended and from inception Inception
  (July 21, 2006) through June 30, 2009 in conformity with accounting principles
  generally accepted in the United States of America.

As discussed in Note 12 to the financial statements, the Companys
  mineral rights for the year ended June 30, 2009 have been restated from previously
  reported amounts. We also audited the adjustments described in Note 12 that
  were applied to restate the 2009 financial statements. In our opinion, such
  adjustments are appropriate and have been properly applied.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 2 to
  the financial statements, the Company has suffered recurring losses from operations,
  which raise substantial doubt about its ability to continue as a going concern.
  Managements plan in regards to these matters is also described in Note
  2. The financial statements do not include any adjustments that might result
  from the outcome of this uncertainty.

/s/ De Joya Griffith & Company, LLC 
  Henderson, Nevada

October 8, 2009, except for Note 12, as to which is dated December
  3, 2009

| | 2580 Anthem Village Dr., Henderson,
      NV 89052             | Member Firm with             
| | -------------------------------------------------------------- | -----------------------------
| | Telephone (702)
      563-1600 Facsimile (702)
      920-8049 | Russell Bedford International
| |                                                                |                              

F-1

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DANA RESOURCES(An Exploration Stage Company) 
  BALANCE SHEETS

|                                                                              |   | June 30, 2009 |   |   | June 30, 2008 |  
|----------------------------------------------------------------------------- | - | ------------- | - | - | ------------- | -
|                                                                              |   | (Audited)     |   |   | (Audited)     |  
|                                                                              |   | (Restated)    |   |   |               |  
|ASSETS                                                                        |   |               |   |   |               |  
|                                                                              |   |               |   |   |               |  
|Current assets                                                                |   |               |   |   |               |  
|Cash                                                                          | $ | 7,641         |   | $ | 23,466        |  
|                                                                              |   |               |   |   |               |  
|Total current assets                                                          |   | 7,641         |   |   | 23,466        |  
|                                                                              |   |               |   |   |               |  
|Deposit on mineral concession                                                 |   | 9,360,361     |   |   | 9,350,000     |  
|                                                                              |   |               |   |   |               |  
|Total assets                                                                  | $ | 9,368,002     |   | $ | 9,373,466     |  
|                                                                              |   |               |   |   |               |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                          |   |               |   |   |               |  
|Current liabilities                                                           |   |               |   |   |               |  
|Accounts payable                                                              | $ | -             |   | $ | 773           |  
|Accounts payable (related party)                                              |   | -             |   | $ | 7,679         |  
|Accrued salaries                                                              |   | 138,500       |   |   | 10,000        |  
|Royalties due                                                                 |   | 100,000       |   |   |               |  
|Accrued expenses                                                              |   | 59,853        |   |   | 27,847        |  
|Notes payable                                                                 |   | 49,000        |   |   | -             |  
|                                                                              |   |               |   |   |               |  
|Total current liabilities                                                     |   | 347,353       |   |   | 46,299        |  
|                                                                              |   |               |   |   |               |  
|                                                                              |   |               |   |   |               |  
|Total liabilities                                                             |   | 347,353       |   |   | 46,299        |  
|                                                                              |   |               |   |   |               |  
|STOCKHOLDERS' EQUITY                                                          |   |               |   |   |               |  
|                                                                              |   |               |   |   |               |  
|Preferred stock; $.001 par value; unlimited authorized; none
      issued and |   | -             |   |   | -             |  
|outstanding                                                                   |   |               |   |   |               |  
|Common stock; $.001 par value; unlimited authorized                           |   |               |   |   |               |  
|50,320,480 and 75,280,710 issued and outstanding,
      respectively          |   | 50,322        |   |   | 75,281        |  
|Additional paid in capital                                                    |   | 30,017,249    |   |   | 29,951,810    |  
|Deficit accumlated during the exploration stage                               |   | (21,046,922   | ) |   | (20,699,924   | )
|                                                                              |   |               |   |   |               |  
|Total stockholders' equity                                                    |   | 9,020,649     |   |   | 9,327,167     |  
|                                                                              |   |               |   |   |               |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                    | $ | 9,368,002     |   | $ | 9,373,466     |  

The Accompanying Notes are an Integral Part of these Financial
  Statements

F-2

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DANA RESOURCES(An Exploration Stage Company) 
  STATEMENTS OF OPERATIONS

|                                    |   | For the Year  |   |   | For the Year   |   |   | July 21, 2006 |  
|----------------------------------- | - | ------------- | - | - | -------------- | - | - | ------------- | -
|                                    |   | Ended         |   |   | Ended          |   |   | (Inception)   |  
|                                    |   | June 30, 2009 |   |   | June 30, 2008  |   |   | June 30, 2009 |  
|                                    |   | (Audited)     |   |   | (Audited)      |   |   | (Audited)     |  
|                                    |   |               |   |   |                |   |   |               |  
|Revenues                            | $ | -             |   | $ | -              |   | $ | -             |  
|                                    |   |               |   |   |                |   |   |               |  
|Expenses                            |   |               |   |   |                |   |   |               |  
|General and administrative expenses |   | 41,484        |   |   | 15,336         |   |   | 65,546        |  
|Payroll expense                     |   | 128,500       |   |   | 37,000         |   |   | 188,500       |  
|Professional fees                   |   | 76,964        |   |   | 60,019         |   |   | 147,233       |  
|Mining expenses                     |   | -             |   |   | 25,000         |   |   | 25,000        |  
|Land claim fees                     |   |               |   |   | 22,253         |   |   | 22,253        |  
|Royalties                           |   | 100,050       |   |   | -              |   |   | 100,050       |  
|Total expenses                      |   | 346,998       |   |   | 159,608        |   |   | 548,582       |  
|                                    |   |               |   |   |                |   |   |               |  
|                                    |   |               |   |   |                |   |   |               |  
|Loss from operations                |   | (346,998      | ) |   | (159,608       | ) |   | (548,582      | )
|                                    |   |               |   |   |                |   |   |               |  
|                                    |   |               |   |   |                |   |   |               |  
|                                    |   |               |   |   |                |   |   |               |  
|Other income (expense)              |   |               |   |   |                |   |   |               |  
|Gain on debt settlement             |   | -             |   |   | 5,660          |   |   | 5,660         |  
|Loss on impairment                  |   | -             |   |   | (19,400,000    | ) |   | (19,400,000   | )
|                                    |   |               |   |   |                |   |   |               |  
|Total other income (expense)        |   |               |   |   | (19,394,340.00 | ) |   | (19,394,340   | )
|                                    |   |               |   |   |                |   |   |               |  
|                                    |   |               |   |   |                |   |   |               |  
|Net loss                            | $ | (346,998      | ) | $ | (19,553,948    | ) | $ | (19,942,922   | )
|                                    |   |               |   |   |                |   |   |               |  
|                                    |   |               |   |   |                |   |   |               |  
|Net loss per share basic            | $ | (0.01         | ) | $ | (0.03          | ) |   |               |  
|                                    |   |               |   |   |                |   |   |               |  
|Weighted average number of shares   |   | 58,692,278    |   |   | 729,395,879    |   |   |               |  

The Accompanying Notes are an Integral Part of these Financial
  Statements

F-3

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DANARESOURCES(AnExplorationStageCompany)STATEMENTOFSTOCKHOLDERS'EQUITY(DEFICIT)

|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   | Deficit     |   |   |             |  
|------------------------------------------------- |  | --------- |  | - | --------- |  |  | ----------------- | - | - | ---------- | - | - | ---------- |  | - | ---------- | - | - | ----------- | - | - | ----------- | -
|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   | Accumulated |   |   |             |  
|                                                  |  | Preferred |  |   | Preferred |  |  | Common            |   |   | Common     |   |   | Additional |  |   | Common     |   |   | During the  |   |   |             |  
|                                                  |  | Stock     |  |   | Stock     |  |  | Stock             |   |   | Stock      |   |   | Paid-In    |  |   | Stock      |   |   | Exploration |   |   |             |  
|                                                  |  | Shares    |  |   | Value     |  |  | Shares            |   |   | Value      |   |   | Capital    |  |   | Subscribed |   |   | Stage       |   |   | Total       |  
|Balance at Inception July 21, 2006                |  | -         |  | $ | -         |  |  | -                 |   | $ | -          |   | $ | -          |  | $ | -          |   | $ | -           |   | $ | -           |  
|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   |             |   |   |             |  
|Stock issued for cash and subscription receivable |  | -         |  |   | -         |  |  | 1,120,000,000     |   |   | 1,120,000  |   |   | -          |  |   | (11,000    | ) |   | (1,104,000  | ) |   | 5,000       |  
|Forgiveness of debt - related party               |  | -         |  |   | -         |  |  |                   |   |   |            |   |   | 500        |  |   |            |   |   |             |   |   | 500         |  
|Net loss                                          |  | -         |  |   | -         |  |  |                   |   |   |            |   |   |            |  |   |            |   |   | (41,976     | ) |   | (41,976     | )
|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   |             |   |   |             |  
|Balance at June 30, 2007                          |  | -         |  |   | -         |  |  | **1,120,000,000** |   |   | 1,120,000  |   |   | 500        |  |   | (11,000    | ) |   | (1,145,976  | ) |   | (36,476     | )
|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   |             |   |   |             |  
|Shares cancelled                                  |  | -         |  |   | -         |  |  | (1,069,799,290    | ) |   | (1,069,799 | ) |   | 1,069,799  |  |   | -          |   |   | -           |   |   | -           |  
|Proceeds from subscription                        |  | -         |  |   | -         |  |  | -                 |   |   | -          |   |   | -          |  |   | 11,000     |   |   | -           |   |   | 11,000      |  
|Contributed capital                               |  | -         |  |   | -         |  |  | -                 |   |   | -          |   |   | 15,272     |  |   | -          |   |   | -           |   |   | 15,272      |  
|Fogiveness of debt - related party                |  | -         |  |   | -         |  |  | -                 |   |   | -          |   |   | 51,319     |  |   | -          |   |   | -           |   |   | 51,319      |  
|Shares issued for mineral rights                  |  | -         |  |   | -         |  |  | 25,000,000        |   |   | 25,000     |   |   | 28,725,000 |  |   | -          |   |   | -           |   |   | 28,750,000  |  
|Shares issued for cash                            |  | -         |  |   | -         |  |  | 80,000            |   |   | 80         |   |   | 79,920     |  |   | -          |   |   | -           |   |   | 80,000      |  
|Contributed capital - mining expenses             |  | -         |  |   | -         |  |  | -                 |   |   | -          |   |   | 10,000     |  |   | -          |   |   | -           |   |   | 10,000      |  
|Net loss                                          |  | -         |  |   | -         |  |  | -                 |   |   | -          |   |   | -          |  |   | -          |   |   | (19,553,948 | ) |   | (19,553,948 | )
|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   |             |   |   |             |  
|Balance at June 30, 2008                          |  | -         |  |   | -         |  |  | **75,280,710**    |   | $ | 75,281     |   | $ | 29,951,810 |  |   | -          |   | $ | (20,699,924 | ) | $ | 9,327,167   |  
|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   |             |   |   |             |  
|Shares issued for cash                            |  | -         |  |   | -         |  |  | 40,480            |   |   | 41         |   |   | 40,439     |  |   | -          |   |   | -           |   |   | 40,480      |  
|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   |             |   |   |             |  
|Shares cancelled                                  |  | -         |  |   | -         |  |  | (25,000,710       | ) |   | (25,000    | ) |   | 25,000     |  |   | -          |   |   | -           |   |   | -           |  
|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   |             |   |   |             |  
|Net loss                                          |  | -         |  |   | -         |  |  | -                 |   |   | -          |   |   | -          |  |   | -          |   |   | (346,998    | ) |   | (346,998    | )
|                                                  |  |           |  |   |           |  |  |                   |   |   |            |   |   |            |  |   |            |   |   |             |   |   |             |  
|Balance at June 30, 2009 (Audited)                |  | -         |  | $ | -         |  |  | **50,320,480**    |   | $ | 50,322     |   | $ | 30,017,249 |  | $ | -          |   | $ | (21,046,922 | ) | $ | 9,020,649   |  

F-4

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DANA RESOURCES(An Exploration Stage Company) 
  STATEMENTS OF CASH FLOWS

|                                                              |   |               |   |   |               |   |   | July 21, 2006       |  
|------------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------------- | -
|                                                              |   | Year Ended    |   |   | Year Ended    |   |   | (Inception) Through |  
|                                                              |   | June 30, 2009 |   |   | June 30, 2008 |   |   | June 30, 2009       |  
|                                                              |   | (Audited)     |   |   | (Audited)     |   |   | (Audited)           |  
|                                                              |   |               |   |   |               |   |   | (Restated)          |  
|Cash Flows from Operating Activities:                         |   |               |   |   |               |   |   |                     |  
|                                                              |   |               |   |   |               |   |   |                     |  
|Net loss                                                      | $ | (346,998      | ) | $ | (19,553,948   | ) | $ | (19,942,922         | )
|                                                              |   |               |   |   |               |   |   |                     |  
|Adustments to reconcile net loss to net cash
      used       |   |               |   |   |               |   |   |                     |  
|in operating activities:                                      |   |               |   |   |               |   |   |                     |  
|Impairment of mineral deposit                                 |   | -             |   |   | 19,400,000    |   |   | 19,400,000          |  
|Gain on settlement of debt                                    |   | -             |   |   | (5,660        | ) |   | (5,660              | )
|                                                              |   |               |   |   |               |   |   |                     |  
|Changes in operating assets and liabilities:                  |   |               |   |   |               |   |   |                     |  
|Accounts payable                                              |   | (773          | ) |   | 773           |   |   | -                   |  
|Accounts payable (related party)                              |   | (7,679        | ) |   | 40,858        |   |   | 57,479              |  
|Accrued expenses                                              |   | 22,006        |   |   | 24,687        |   |   | 59,853              |  
|Net cash used by operating activities                         |   | (333,444      | ) |   | (93,290       | ) |   | (431,250            | )
|                                                              |   |               |   |   |               |   |   |                     |  
|Cash Flows from Investing Activities:                         |   |               |   |   |               |   |   |                     |  
|Mineral claim fees                                            |   | (10,361       | ) |   | -             |   |   | (10,361             | )
|Net cash used by investing activities                         |   | (10,361       | ) |   | -             |   |   | (10,361             | )
|                                                              |   |               |   |   |               |   |   |                     |  
|Cash Flows from Financing Activities:                         |   |               |   |   |               |   |   |                     |  
|Proceeds from promissory notes                                |   | 49,000        |   |   | 4,730         |   |   | 4,730               |  
|Payment made as settlement of promissory notes                |   | -             |   |   | (4,730        | ) |   | (4,730              | )
|Contributions of captial                                      |   | -             |   |   | 25,272        |   |   | 25,272              |  
|Proceeds from sale of common stock                            |   | 40,480        |   |   | 91,000        |   |   | 136,480             |  
|Net cash provided by financing activities                     |   | 89,480        |   |   | 116,272       |   |   | 161,752             |  
|                                                              |   |               |   |   |               |   |   |                     |  
|Change in cash                                                |   | (254,325      | ) |   | 22,982        |   |   | (269,498            | )
|                                                              |   |               |   |   |               |   |   |                     |  
|Beginning cash                                                |   | 23,466        |   |   | 484           |   |   | -                   |  
|                                                              |   |               |   |   |               |   |   |                     |  
|Ending cash                                                   | $ | (230,859      | ) | $ | 23,466        |   | $ | (269,498            | )
|                                                              |   |               |   |   |               |   |   |                     |  
|Supplemental Disclosures                                      |   |               |   |   |               |   |   |                     |  
|Cash Paid For:                                                |   |               |   |   |               |   |   |                     |  
|Interest                                                      | $ | -             |   | $ | -             |   | $ | -                   |  
|Income taxes                                                  | $ | -             |   | $ | -             |   | $ | -                   |  
|                                                              |   |               |   |   |               |   |   |                     |  
|                                                              |   |               |   |   |               |   |   |                     |  
|Schedule of Non-Cash Investing and Financing
      Activities |   |               |   |   |               |   |   |                     |  
|Forgiveness of debt (related party)                           | $ | -             |   | $ | -             |   | $ | 51,819              |  
|Issuance of common stock for mineral deposit                  | $ | -             |   | $ | -             |   | $ | 28,750,000          |  

The Accompanying Notes are an Integral Part of these Financial
  Statements

F-5

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DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended June 30, 2009

1.          
  Nature of Operations and Continuance of Business

Dana Resources (the "Company") was organized under
  the laws of the State of Wyoming on July 21, 2006 under its former name DanaPC.com.
  The Company’s business was originally to develop a website to give consumers
  information on commonly encountered problems with personal computers. In February
  2008, the Company’s major shareholders sold their positions. At this time
  the Company’s new management changed the business direction to exploring
  and mining for gold. The Company has made a deposit on mineral concessions for
  natural resource properties in Peru, South America (see Note 7). Additionally,
  the Company will no longer engage in the computer business as the Company has
  not yet generated revenue from that business model. On September 24, 2008, the
  Company incorporated a wholly owned Peruvian subsidiary, Dana Resources SAC.
  The Company has not yet generated any revenues from planned principal operations
  and is considered an exploration stage company as defined in Statement of Financial
  Accounting Standards No. 7. The Company has, at the present time, not paid any
  dividends and any dividends that may be paid in the future will depend upon
  the financial requirements of the Company and other relevant factors.

The Company amended its articles of incorporation to change its
  name to "Dana Resources on January 28, 2008 to reflect the Companys
  intention to acquire natural resource properties. Additionally, on February
  20, 2008, the Company effected a 70-for-1 forward stock split. Finally, on September
  23, 2008, the Company effected a change in par value to $.001 per share. Both
  of these changes (forward stock split and change in par) have been reflected
  in the financial statements on a retroactive basis since inception.

2.          
  Going Concern

The accompanying financial statements have been prepared in conformity
  with generally accepted accounting principles in the United States of America,
  which contemplate continuation of the Company as a going concern. However, the
  Company was only recently formed and has not yet been successful in establishing
  profitable operations. As of June 30, 2009, the Company had no revenues and
  an accumulated deficit of $21,046,922. These factors raise substantial doubt
  about the ability of the Company to continue as a going concern. The Companys
  financial statements as at June 30, 2009 have been prepared on a going concern
  basis, which contemplates the realization of assets and the settlement of liabilities
  and commitments in the normal course of business. In this regard, management
  is proposing to raise any necessary additional funds not provided by operations
  through loans or through additional sales of their common stock. There is no
  assurance that the Company will be successful in raising this additional capital
  or in achieving profitable operations. The financial statements do not include
  any adjustments that might result from the outcome of these uncertainties.

F-6

---



DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

3.          
  Summary of Significant Accounting Policies

a) Basis of Presentation

These financial statements and related notes are presented in
  accordance with accounting principles generally accepted in the United States,
  and are expressed in U.S. dollars. The Company's fiscal year-end is June 30.

b) Principles of Consolidation

These consolidated financial statements include the accounts
  of the Company and its wholly owned subsidiary, Dana Resources, SAC, a Peruvian
  company. All intercompany balances and transactions have been eliminated in
  consolidation.

c) Exploration Stage Company

The Company is in the exploration stage and has not yet realized
  any revenues from its planned operations. The Company's business plan is to
  evaluate, structure, and complete a merger with, or acquisition of, prospects
  consisting of private companies, partnerships or sole proprietorships. Once
  we resolve the ownership of our mineral claims, we plan to initially concentrate
  on completing a comprehensive review of all the data available from the previous
  exploration of the properties subject to our mineral deposit and carry out surveys
  to identify potential drill targets. To that end, we have not completed a plan
  of operation or exploration and have not anticipated the cost of exploring our
  mineral properties. We intend to complete a plan of operation and exploration
  once we have completed the title registration of our mineral properties. There
  is no assurance that we will be able to accurately anticipate the cost of exploring
  our mineral properties or obtain the financing necessary to complete any plan
  of exploration. This could prevent us from achieving revenues.

Based upon the Company's business plan, it is an exploration
  stage company as defined by Statement of Financials Accounting Standard (SFAS)
  No. 7, Accounting and Reporting by Development Stage Enterprises.
  Accordingly, the Company presents its financial statements in conformity with
  the accounting principles generally accepted in the United States of America
  that apply in establishing operating enterprises. As an exploration stage company,
  the Company discloses the deficit accumulated during the exploration stage as
  well as the cumulative statements of operations, stockholders equity and
  cash flows from inception to the current balance sheet date.

d) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity
  of three months or less at the time of issuance to be cash equivalents.

e) Financial Instruments

The carrying value of cash, accounts payable and accrued expenses
  approximates their fair value because of the short maturity of these instruments.

F-7

---



DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

3.          
  Summary of Significant Accounting Policies (continued)

f) Stock-Based Compensation

The Company has one stock-based employee compensation plan (See
  Note 4b). The Company accounts for its plan under the recognition and measurement
  principles of SFAS 123R, "Share Based Payment" and related Interpretations.
  The Company has not issued any stock options or warrants.

g) Income Taxes

Deferred income taxes are reported for timing differences between
  items of income or expense reported in the financial statements and those reported
  for income tax purposes in accordance with SFAS No. 109, Accounting for
  Income Taxes, which requires the use of the asset/liability method of
  accounting for income taxes. Deferred income taxes and tax benefits are recognized
  for the future tax consequences attributable to differences between the financial
  statement carrying amounts of existing assets and liabilities and their respective
  tax bases, and for tax loss and credit carry-forwards. Deferred tax assets and
  liabilities are measured using enacted tax rates expected to apply to taxable
  income in the years in which those temporary differences are expected to be
  recovered or settled. The Company provides for deferred taxes for the estimated
  future tax effects attributable to temporary differences and carry-forwards
  when realization is more likely than not.

h) Loss Per Share

The Company computes net loss per share in accordance with SFAS
  No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting
  Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic
  net loss per share is computed by dividing the net loss available to common
  stockholders for the period by the weighted average number of shares of common
  stock outstanding during the period. The calculation of diluted net loss per
  share gives effect to common stock equivalents; however, potential common shares
  are excluded if their effect is anti-dilutive. For the period from July 21,
  2006 (Date of inception) through March 31, 2009, the Company had no potentially
  dilutive securities. The per share calculation reflects the effect of the stock
  split on a retroactive basis.

i) Accounting Estimates

The preparation of financial statements in conformity with generally
  accepted accounting principles in the United States of America requires management
  to make estimates and assumptions that affect the reported amounts of assets
  and liabilities, the disclosures of contingent assets and liabilities at the
  date of the financial statements, and the reported amount of revenues and expenses
  during the reported period. Actual results could differ from those estimated.

F-8

---



DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

3.          
  Summary of Significant Accounting Policies (continued)

j) Long-Lived Assets

In accordance with Statement of Financial Accounting Standard
  ("SFAS") No. 144, "Accounting for the Impairment and Disposal of Long-Lived
  Assets," long-lived assets to be held and used are analyzed for impairment and
  disposal of whenever events or changes in circumstances indicate that the related
  carrying amounts may not be recoverable. The Company evaluates at each balance
  sheet date whether events and circumstances have occurred that indicate possible
  impairment. If there are indications of impairment, the Company uses future
  undiscounted cash flows of the related asset or asset grouping over the remaining
  life in measuring whether the assets are recoverable. In the event such cash
  flows are not expected to be sufficient to recover the recorded asset values,
  the assets are written down to their estimated fair value. Long-lived assets
  to be disposed of are reported at the lower of the carrying amount or fair value
  of the asset less cost to sell.

k) Mineral property costs

The Company has been in the exploration stage since February
  2008 and has not yet realized any revenues from its planned operations. It is
  primarily engaged in the acquisition and exploration of mining properties. Mineral
  property acquisition and exploration costs are charged to operations as incurred.
  When it has been determined that a mineral property can be economically developed
  as a result of establishing proven and probable reserves, the costs incurred
  to develop such property, are capitalized. Such costs will be depleted using
  the units-of-production method over the estimated life of the probable reserve.

Although the Company has taken steps to verify title to mineral
  properties in which it has an interest, according to the usual industry standards
  for the stage of exploration of such properties, these procedures do not guarantee
  the Companys title. Such properties may be subject to prior agreements
  or transfers and title may be affected by undetected defects.

l) Reclassifications

Certain amounts in the June 30, 2008 financial statements have
  been reclassified to conform to the June 30, 2009 presentation. These reclassifications
  had no effect on the previously reported net loss. Specifically these items
  are common stock and retained earnings. Additionally, mineral rights were reclassified
  to deposit on mineral concessions resulting in the restatement of these financial
  statements.

F-9

---



DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

3.          
  Summary of Significant Accounting Policies (continued)

m) Recently Enacted Accounting Standards

In June 2009, the FASB issued Statement of Financial Accounting
  Standards No. 165, Subsequent Events, (SFAS No. 165).
  SFAS 165 establishes general standards of accounting for and disclosure of events
  that occur after the balance sheet date but before financial statements are
  issued or are available to be issued. SFAS 165 applies to both interim financial
  statements and annual financial statements. SFAS 165 is effective for interim
  or annual financial periods ending after June 15, 2009. SFAS 165 does not have
  a material impact on our consolidated financial statements.

In June 2009, the FASB issued Statement of Financial Accounting
  Standards No. 166, Accounting for Transfers of Financial Assets, an amendment
  to SFAS No. 140, (SFAS 166). SFAS 166 eliminates the concept
  of a qualifying special-purpose entity, changes the requirements
  for derecognizing financial assets, and requires additional disclosures in order
  to enhance information reported to users of financial statements by providing
  greater transparency about transfers of financial assets, including securitization
  transactions, and an entitys continuing involvement in and exposure to
  the risks related to transferred financial assets. SFAS 166 is effective for
  fiscal years beginning after November 15, 2009. The Company will adopt SFAS
  166 in fiscal 2011. The Company does not expect that the adoption of SFAS 166
  will have a material impact on the consolidated financial statements.

In June 2009, the FASB issued Statement of Financial Accounting
  Standards No. 167,Amendments to FASB Interpretation No. 46(R),
  (SFAS 167). The amendments include: (1) the elimination of the exemption
  for qualifying special purpose entities, (2) a new approach for determining
  who should consolidate a variable-interest entity, and (3) changes to when it
  is necessary to reassess who should consolidate a variable-interest entity.
  SFAS 167 is effective for the first annual reporting period beginning after
  November 15, 2009 and for interim periods within that first annual reporting
  period. The Company will adopt SFAS 167 in fiscal 2011. The Company does not
  expect that the adoption of SFAS 167 will have a material impact on the consolidated
  financial statements.

In June 2009, the FASB issued Statement of Financial Accounting
  Standards No. 168, The FASB Accounting Standards Codification and the
  Hierarchy of Generally Accepted Accounting Principles, (SFAS 168).
  SFAS 168 replaces FASB Statement No. 162, The Hierarchy of Generally Accepted
  Accounting Principles, and establishes the FASB Accounting Standards Codification
  (Codification) as the source of authoritative accounting principles
  recognized by the FASB to be applied by nongovernmental entities in the preparation
  of financial statements in conformity with generally accepted accounting principles
  (GAAP). SFAS 168 is effective for interim and annual periods ending
  after September 15, 2009. The Company will begin to use the new Codification
  when referring to GAAP in its annual report on Form 10-K for the fiscal year
  ending June 30, 2011. This will not have an impact on the results of the Company.

F-10

---



DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

4.          
  Stockholders Equity (Deficit)

a) Common Stock

The Company has authorized an unlimited number of shares of $.001
  par value common stock and preferred stock. In July 2006, in connection with
  its organization, the Company issued 1,120,000,000 shares of common stock to
  various individuals including 700,000,000 shares which were issued to an officer/shareholder
  of the Company; the remaining 420,000,000 shares were issued to various individuals
  for cash of $16,000. Additionally, the financial statements reflect a change
  in par value from no par value to $.001 per share effected on June 30, 2008.

In November 2006, an entity related to a stockholder performed
  legal services valued at $500 in connection with the Company's registration
  statement on Form SB-2. The related payable was forgiven by the law firm and
  was accounted for as a contribution to capital.

The Company effected a 70-for-1 forward stock split as of February
  20, 2008. Certain shareholders cancelled shares held by them in connection with
  the forward stock split. These shares represent 394,800,000 shares subject to
  a Lockup Agreement dated July 31, 2007 as well as 674,999,290 shares owned by
  the sole officer and director at that time. The total number of cancelled shares
  is 1,069,799,290 shares, 50,200,710 shares remained outstanding after the stock
  split.

For the period ended March 31, 2008, a director of the Company
  contributed $15,272 for working capital purposes and waived any rights of repayment.

During the quarter ended March 31, 2008, the outstanding accounts
  payable, accrued salary and amounts due to related parties were forgiven by
  some shareholders and treated as contributed capital totaling $51,319.

On May 2, 2008, the Company entered into an agreement with MRC1
  Exploraciones to perform an evaluation of the mineral claims for a fee of $25,000
  of which, the CEO of the Company contributed $10,000 and waived any rights of
  repayment.

On June 3, 2008, the Company entered into an agreement with Sociedad
  Minera De Responsabilidad Limitada Angelo XXI (Angelo XXI) for the
  assignment of mining rights located in Peru, South America. The purchase price
  was 25,000,000 shares of restricted common stock, valued at $28,750,000; the
  fair value of the underlying shares (See Note 7).

On June 29, 2008, the Company issued 80,000 shares through a
  private placement. The shares were sold at $1.00 per share and the placement
  was exempt under 4(2).

On September 26, 2008, the Company sold 13,500 shares of common
  stock for $13,500.

On October 9, 2008, the Company sold 13,480 shares of common
  stock for $13,480.

F-11

---



DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

4.          
  Stockholders Equity (Deficit) (continued)

a) Common Stock (continued)

On October 13, 2008, the Company sold 13,500 shares of common
  stock for $13,500.

On October 31, 2008, the Company canceled 25,000,710 shares of
  common stock; there was no consideration paid and the shares canceled are reflected
  in the financial statements.

As of June 30, 2009, there are 50,320,480 shares issued and outstanding

b) Stock Option Plan

In July 2006, the Board of Directors adopted and the stockholders
  at that time approved the 2006 Stock Option Plan ("the Plan"). The Plan provides
  for the granting of qualified and non-qualified stock options to issue up to
  2,000,000 shares of common stock to directors, officers, advisors and employees
  of the Company as well as to employees of companies that do business with the
  Company. Awards under the plan will be granted as determined by the Stock Option
  Committee of the Board of Directors. The Plan limits awards to directors, officers
  and employees to $100,000 of compensation per year. The options will expire
  after 10 years or 5 years if the option holder owns at least 10% of the common
  stock of the Company. The exercise price of a non-qualified option must be at
  least 85% of the market price. The exercise price of a qualified option must
  be at least equal to the market price or 110% of the market price if the option
  holder owns at least 10% of the common stock of the Company. At June 30, 2009,
  no awards had been made and total awards available to be granted from the Plan
  amounted to 2,000,000 shares.

5.          
  Notes payable

On April 22, 2008, the Company received loans of $1,800 and $2,930
  bearing interest at 5% per annum and due on April 22, 2009. As of June 30, 2008,
  these loans have been paid in full.

On February 15, 2009, the Company issued a loan of $5,000 bearing
  interest at 5% per annum and due on the earlier of December 31, 2009 or within
  7 days of the Completion of borrowing by the Company of more than $100,000.

On April 22, 2009, the Company issued a loan of $5,000 bearing
  interest at 5% per annum and due on the earlier of December 31, 2009 or within
  7 days of the Completion of borrowing by the Company of more than $100,000.

On June 23, 2009, the Company issued three loans of $13,000 each
  for total proceeds of $39,000 all of which bear interest at 5% per annum and
  are due on the earlier of June 23, 2010 or within 7 days of the Completion of
  borrowing by the Company of more than $1,000,000.

As of June 30, 2009 a balance of $49,000 remains due.

F-12

---



DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

6.          
  Related Party Transactions

a) The Company has not had a need to rent office space. An officer/shareholder
  of the Company is allowing the Company to use his offices, as needed, at no
  expense to the Company. Such costs are immaterial to the financial statements
  and, accordingly have not been reflected therein.

b) An officer and shareholder advanced $1,800 to pay web development
  costs during the quarter ended March 31, 2007. The same officer and shareholder
  has accrued salary of $45,000 for the fifteen months ended March 31, 2008 at
  the rate of $3,000 per month. As of June 30, 2008, the balance due was forgiven.

c) During the quarter ended March 31, 2008, the outstanding accounts
  payable, accrued salary and amounts due to related parties were forgiven by
  some shareholders and treated as contributed capital totaling $51,319.

d) On May 2, 2008, the Company entered into an agreement with
  MRC1 Exploraciones to perform an evaluation of the mineral claims which $10,000
  was contributed by the CEO and has waived any rights of repayment.

e) As of June 30, 2008 and 2007, outstanding advances made to
  the Company by Len De Melt, the Companys current president, respectively,
  were $7,679. As of June 30, 2009, all outstanding advances have been repaid.

7.          
  Deposit on Mineral Concessions and Impairment

The Company entered into an agreement dated June 3, 2008 to acquire
  19 precious and base metal mining claims in Peru, South America for 25,000,000
  shares of restricted common stock and the payment of a 1.5% net smelter royalty
  with a minimum royalty payment of $10,000 per month regardless of extraction.
  The Company issued 25,000,000 shares, valuing the asset at the fair value of
  the underlying stock as of the agreement date which was $28,750,000. On June
  30, 2009 and June 30, 2008, the Company evaluated the asset for potential impairment
  in accordance with SFAS 144, Accounting for the Impairment or Disposal
  of Long-Lived Assets.

At the end of June 30, 2008, the Company, in accordance with
  FAS 144, valued the asset for impairment. Additionally the Company found several
  reports that showed that the industry traditionally used 2 percent of the asset
  value, price times ounces, to establish value on the financial statements. As
  such, the Company used a formula (as indicated in the following paragraph) and
  determined that a more conservative approach for asset valuation was appropriate.
  The method used by the Company to determine the fair value of the mineral rights
  as of June 30, 2008 was as follows:

F-13

---



DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

7.          
  Deposit on Mineral Concessions and Impairment (continued)

The Company purchased the rights to approximately 1,100,000 ounces
  of estimated gold reserves. The Company anticipates extracting at least 1% of
  the total reserves; or approximately 11,000 ounces. Utilizing an average spot
  price of gold as of June 30, 2008 of $850 per oz., the estimated fair value
  of the rights was determined to be $9,350,000. The difference between the carrying
  value of $28,750,000 and the fair value of $9,350,000 which totaled $19,400,000
  was recorded as impairment during 2008. The average spot price of gold as of
  June 30, 2009 was $940 per oz. therefore no impairment charge was recorded during
  2009.

In September 2009, the Company received a notice of termination
  on its mineral rights agreement and completion of mining claims assignment due
  to non payment of the monthly royalty fees, see Note 9 for further discussions.
  As of June 30, 2009 the Company has not paid the monthly obligation. A balance
  of $100,000 has been accrued as royalty fees due under the Mineral rights agreement.
  A dispute as to the validity of the notice of termination exists between the
  selling party and the Company which the Company plans to pursue legal action
  to resolve this matter. In the event the Company does not prevail resolving
  this legal matter, the mineral rights and/or consideration given towards the
  mineral rights agreement with a value of $9,360,361 will be impaired.

Due to the pending litigation regarding the mineral rights agreement and the
  uncertainty of its legal status as to rights and ownership to the mineral assets,
  the Company has reclassified its mineral asset as a deposit on mineral claims.
  In addition, in order to conservatively report is financial status, the Company
  has impaired the value of its deposit on mineral claims by 50% due to the uncertainty
  of recourse on amounts paid for the mineral assets and pending outcome of a
  final legal determination of its rights and ownership. As a result of the foregoing,
  management intends to amend its June 30, 2009 year end annual financial statements
  to reclassify the mineral claims as a deposit on mineral concessions.

8.          
  Fair Value Measurements

On January 1, 2008, the Company adopted SFAS No. 157 "Fair Value
  Measurements"("SFAS 157"). SFAS 157 defines fair value, provides a consistent
  framework for measuring fair value under Generally Accepted Accounting Principles
  and expands fair value financial statement disclosure requirements. SFAS 157's
  valuation techniques are based on observable and unobservable inputs. Observable
  inputs reflect readily obtainable data from independent sources, while unobservable
  inputs reflect our market assumptions. SFAS 157 classifies these inputs into
  the following hierarchy: Level 1 Inputs - Quoted prices for identical instruments
  in active markets, Level 2 Inputs - Quoted prices for similar instruments in
  active markets: quoted prices for identical or similar instruments in markets
  that are not active: and model-driven valuations whose inputs are observable
  or whose significant value drivers are observable. Level 3 Inputs - Instruments
  with primarily unobservable value drivers. The following table represents the
  fair value hierarchy for those financial assets and liabilities measured at
  fair value on an annual basis as of June 30, 2009.

Fair Value Measurement

Using:

|               |                          | Quoted Prices in Active |                        
|-------------- | ------------------------ | ----------------------- | -----------------------
|               |                          | Markets for Identical   |                        
|               |                          | Assets                  |                        
|Description    | Year Ended
      6/30/09 | (Level
      1)         | Total
      Gain (Loss)
|               |                          |                         |                        
|Mineral rights | $9,360,361               | $10,340,000             | $979,639               
|               |                          |                         |                        

In accordance with the provisions of Statement 144, long lived
  assets held and used with a carrying amount of $9,360,361 were deemed to not
  be impaired as of June 30, 2009.

F-14

---



DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

9.          Commitments

On April 29, 2008, the Company appointed Len De Melt as the new
  President and Chief Financial Operator and entered into a management agreement
  dated April 29, 2008 with the President of the Company for the provision of
  management services at $5,000 per month commencing in May 2008 for an indefinite
  term. The Company has accrued $70,000 as of June 30, 2009.

On May 2, 2008, the Company entered into an agreement with MRC1
  Exploraciones to perform an evaluation of the mineral claims for a fee of $25,000,
  of which $10,000 were contributed by the CEO and the remaining $15,000 were
  to be paid in October 2008. The Company has accrued $15,000 in accrued expenses.

On June 3, 2008, the Company entered into a Mineral Rights agreement
  with Angelo XXI. As per the agreement, the Company will pay Mr. Rosales $10,000
  per month for royalties for the land, commencing in September 2008. The agreement
  was amended on October 1, 2008 to state that a minimum of $10,000 per month
  in royalties are due regardless of extractions. The Company has accrued $100,000
  as of June 30, 2009. In September 2009, the Company received a notice of termination
  resulting principally from the unpaid royalty fees. A dispute as to the validity
  of the notice of termination exists between the selling party and the Company
  which the Company plans to pursue legal action to resolve this matter.

On June 21, 2008, the Company entered into an employment agreement
  with Elmer Rosales effective September 1, 2008. The agreement stated compensation
  expense of $5,000 per month free of income taxes; this was calculated to be
  about $6,850 per month. The company is currently disputing the validity of this
  agreement. For conservative purposes the Company has accrued for $68,500 representing
  all salaries due under the employment agreement. As of June 30, 2008, no amounts
  have been paid under the agreement.

10.        Income Tax

At June 30, 2009 and 2008, the Company had a federal operating
  loss carry forward of approximately $500,000 and $171,000, respectively, which
  begins to expire in 2026. The provision for income taxes are $0, for the years
  ended June 30, 2009 and 2008.

Components of net deferred tax assets, including a valuation
  allowance, are as follows at June 30:

2009
      
      
      2008Deferred tax assets:Net operating loss
        carry forward
      $
      175,084
      
      $
      58,115Total deferred tax assets
      
      175,084
      
      
      58,115Less: Valuation
        Allowance
      
      (175,084
      )
      
      (58,115
      )Net Deferred Tax Assets
      $
      -
      
      $
      -


F-15

---

DANA RESOURCES(An Exploration Stage Company)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

10.        Income Tax (continued)

The valuation allowance for deferred tax assets as of June 30,
  2009 and 2008 was $175,084 and $58,115, respectively. In assessing the recovery
  of the deferred tax assets, management considers whether it is more likely than
  not that some portion or all of the deferred tax assets will not be realized.
  The ultimate realization of deferred tax assets is dependent upon the generation
  of future taxable income in the periods in which those temporary differences
  become deductible. Management considers the scheduled reversals of future deferred
  tax liabilities, projected future taxable income, and tax planning strategies
  in making this assessment. As a result, management determined it was more likely
  than not the deferred tax assets would not be realized as of June 30, 2009 and
  2008, and recorded a full valuation allowance.

Reconciliation between the statutory rate and the effective tax
  rate is as follows for the years ended June 30:

2009
      2008Federal statutory tax rate
      (35)%
      (34)%Change in valuation allowance
      35%
      34%


11.        Subsequent Events

On August 5, 2009, the Company received a letter of default on
  its mineral rights agreement due to nonpayment of the $10,000 monthly royalty
  fees. The Company is currently disputing the validity of the default notice.

On August 13, 2009, the Company issued a loan agreement for cash
  proceeds of $79,965 bearing interest at 5% per annum and due on the earlier
  of August 13, 2010 or within 7 days of the Completion of borrowing by the Company
  of more than $100,000.

On August 18, 2009, the Company issued a loan agreement for cash
  proceeds of $29,965 bearing interest at 5% per annum and due on the earlier
  of August 13, 2010 or within 7 days of the Completion of borrowing by the Company
  of more than $100,000.

In August 2009, the Company paid approximately $27,000 towards
  principle and interest payment of two notes issued on June 23, 2009 with principle
  balances of $13,000 each.

In September 2009, the Company received a notice of termination
  on its mineral rights agreement and completion of mining claims assignment due
  to non payment of the monthly royalty fees, see Note 9 for further discussions.

F-16

---

DANA RESOURCES
  (An Exploration Stage Company)
  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued) 
  For the Year Ended June 30, 2009

12.        Restatement

The Company has restated its previously issued June 30, 2009
  financial statements for matters related to the following previously reported
  item: due to a dispute as to the validity of the Company’s mineral rights,
  the Company has reclassified its Mineral Rights Asset as a Mineral Deposit.
  The accompanying financial statements for the year ended June 30, 2009 have
  been restated to reflect the corrections in accordance with SFAS No. 154, "Accounting
  Change and Error Correction". The following is a summary of the restatements
  for June 30, 2009:

|Increase (decrease) in mineral rights  | $ | (9,360,361 | )
|-------------------------------------- | - | ---------- | -
|Mineral rights                         | $ | -          |  
|                                       |   |            |  
|Increase (decrease) in mineral deposit | $ | 9,360,361  |  
|Mineral Deposit                        | $ | 9,360,361  |  

The effect on the Company's previously issued June 30, 2009 financial statements
  are summarized as follows:

BALANCE SHEETS 
  June 30, 2009

|                                                             |   | Previously  |   |   | Net        |   |   |             |  
|------------------------------------------------------------ | - | ----------- | - | - | ---------- | - | - | ----------- | -
|                                                             |   | Reported    |   |   | Change     |   |   | Restated    |  
|ASSETS                                                       |   |             |   |   |            |   |   |             |  
|Current assets                                               |   |             |   |   |            |   |   |             |  
|                                                             |   |             |   |   |            |   |   | -           |  
|Cash                                                         | $ | 7,641       |   | $ | -          |   | $ | 7,641       |  
|                                                             |   |             |   |   |            |   |   |             |  
|Total current assets                                         |   | 7,641       |   |   | -          |   |   | 7,641       |  
|                                                             |   |             |   |   |            |   |   |             |  
|Mineral rights                                               |   | 9,360,361   |   |   | (9,360,361 | ) |   | -           |  
|Deposit on mineral concession (see Note 7 as
      to change |   |             |   |   |            |   |   |             |  
|from mineral rights)                                         |   | -           |   |   | 9,360,361  |   |   | 9,360,361   |  
|                                                             |   |             |   |   |            |   |   |             |  
|                                                             |   |             |   |   |            |   |   |             |  
|Total assets                                                 | $ | 9,368,002   |   | $ | 9,360,361  |   | $ | 9,368,002   |  
|                                                             |   |             |   |   |            |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                         |   |             |   |   |            |   |   |             |  
|Current liabilities                                          |   |             |   |   |            |   |   |             |  
|                                                             |   |             |   |   |            |   |   |             |  
|Accounts payable                                             | $ | -           |   | $ | -          |   | $ | -           |  
|Accounts payable (related party)                             |   | -           |   |   | -          |   |   | -           |  
|Accrued salaries                                             |   | 138,500     |   |   | -          |   |   | 138,500     |  
|Royalties due                                                |   | 100,000     |   |   | -          |   |   | 100,000     |  
|Accrued expenses                                             |   | 59,853      |   |   | -          |   |   | 59,853      |  
|Notes payable                                                |   | 49,000      |   |   | -          |   |   | 49,000      |  
|Total current liabilities                                    |   | 347,353     |   |   | -          |   |   | 347,353     |  
|                                                             |   |             |   |   |            |   |   |             |  
|Total liabilities                                            |   | 347,353     |   |   | -          |   |   | 347,353     |  
|STOCKHOLDERS' EQUITY                                         |   |             |   |   |            |   |   |             |  
|Preferred stock; $.001 par value; unlimited authorized;      |   | -           |   |   | -          |   |   | -           |  
|none issued and outstanding                                  |   |             |   |   |            |   |   |             |  
|Common stock; $.001 par value; unlimited authorized          |   |             |   |   |            |   |   |             |  
|50,320,480 and 75,280,710 issued and outstanding,            |   |             |   |   |            |   |   |             |  
|respectively                                                 |   | 50,322      |   |   | -          |   |   | 50,322      |  
|Additional paid in capital                                   |   | 30,017,249  |   |   | -          |   |   | 30,017,249  |  
|Deficit accumulated during the exploration stage             |   | (21,046,922 | ) |   | -          |   |   | (21,046,922 | )
|                                                             |   |             |   |   |            |   |   |             |  
|Total stockholders' equity                                   |   | 9,020,649   |   |   | -          | ) |   | 9,020,649   |  
|                                                             |   |             |   |   |            |   |   |             |  
|                                                             |   |             |   |   |            |   |   |             |  
|                                                             |   |             |   |   |            |   |   |             |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   | $ | 9,368,002   |   | $ | -          |   | $ | 9,368,002   |  

F-17

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Item 9. Changes In and Disagreements with Accountants on Accounting
  and Financial Disclosure

Since inception, we have had no changes in or disagreements with
  our accountants. Our audited financial statements for the period ended June
  30, 2009 have been included in this form 10-K in reliance upon De Joya Griffith
  & Company LLC, Certified Public Accountants & Consultants.

Item 9A. Controls and Procedures

Not Applicable.

Item 9A(T). Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive
  Officer and Chief Financial Officer, has evaluated the effectiveness of our
  disclosure controls and procedures as of June 30, 2009. Based on this evaluation,
  our management has concluded that our disclosure controls and procedures are
  not effective to ensure that information required to be disclosed in our reports
  filed or submitted under the Exchange Act is recorded, processed, summarized
  and reported within the time periods specified in the SEC's rules and forms.

Internal Control over Financial Reporting

Our managements evaluation did not identify any change
  in our internal control over financial reporting that occurred during the fiscal
  year ended June 30, 2009 that has materially affected or is reasonably likely
  to materially affect our internal control over such reporting.

The term "internal control over financial reporting" is defined
  as a process designed by, or under the supervision of, the registrant's principal
  executive and principal financial officers, or persons performing similar functions,
  and effected by the registrant's Board of Directors, management and other personnel,
  to provide reasonable assurance regarding the reliability of financial reporting
  and the preparation of financial statements for external purposes in accordance
  with generally accepted accounting principles and includes those policies and
  procedures that:

1. Pertain to the maintenance of records that in reasonable detail
  accurately and fairly reflect the transactions and dispositions of the assets
  of the registrant;

2. Provide reasonable assurance that transactions are recorded
  as necessary to permit preparation of financial statements in accordance with
  generally accepted accounting principles, and that receipts and expenditures
  of the registrant are being made only in accordance with authorizations of management
  and directors of the registrant; and

3. Provide reasonable assurance regarding prevention or timely
  detection of unauthorized acquisition, or use or disposition of the registrant's
  assets that could have a material effect on the financial statements.

Managements Report on Internal Control over Financial
  Reporting

Our management is responsible for establishing and maintaining
  adequate internal control over financial reporting. Under the supervision and
  with the participation of our management, including our Chief Executive Officer
  and Chief Financial Officer, we conducted an evaluation of the effectiveness
  of our internal control over financial reporting as of June 30, 2009 using the
  criteria established in Internal ControlIntegrated Framework issued by
  the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies,
  in internal control over financial reporting, such that there is a reasonable
  possibility that a material misstatement of the Companys annual or interim
  financial statements will not be prevented or detected on a timely basis. In
  its assessment of the effectiveness of internal control over financial reporting
  as of June 30, 2009, we determined that the following deficiencies constituted
  a material weakness, as described below.

F-17

---

1. Certain entity level controls establishing a tone at
  the top were considered material weaknesses. The Company has no audit
  committee. There is no policy on fraud and no code of ethics at this time. A
  whistleblower policy is not necessary given the small size of the organization.

2. Management override of existing controls is possible given
  the small size of the organization and lack of personnel.

3. There is no system in place to review and monitor internal
  control over financial reporting. The Company maintains an insufficient complement
  of personnel to carry out ongoing monitoring responsibilities and ensure effective
  internal control over financial reporting.

Management is currently evaluating remediation plans for the
  above control deficiencies.

Accordingly, the Company concluded that these control deficiencies
  resulted in a reasonable possibility that a material misstatement of the annual
  or interim financial statements will not be prevented or detected on a timely
  basis by the companys internal controls.

As a result of the material weaknesses described above, management
  has concluded that the Company did not maintain effective internal control over
  financial reporting as of June 30, 2009 based on criteria established in Internal
  ControlIntegrated Framework issued by COSO.

De Joya Griffith & Company LLC, an independent registered
  public accounting firm, was not required to and has not issued a report concerning
  the effectiveness of our internal control over financial reporting as of June
  30, 2009.

Item 9B. Other Information

None

F-18

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Part IV

Item 15 . Exhibits and Financial Statement Schedules
a) (1) Financial Statements

See Index to Financial Statements set forth on page F-1.

(a) (2) Financial Statement Schedules

None. The financial statement schedules are omitted because
they are inapplicable or the requested information is shown in our financial
statements or related notes thereto.

Exhibits

|Exhibit | **Exhibit**                                                                                                                                                                                                      
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | **Description**                                                                                                                                                                                                  
|3.1     | Certificate (Articles) of Incorporation as filed with the
        Wyoming Secretary of State on July 21, 2006 (1)                                                                                                
|3.2     | Certificate of Amendment changing our name from Dana PC
        Inc., to Dana Resources filed with the Wyoming Secretary of State on February
        5, 2008 (1)                                                
|3.3     | Certificate of Amendment establishing a par value of 0.001
        for our common and preferred stock filed with the Wyoming Secretary of
        State on October 13, 2009 (1)                                  
|10.1    | Letter of Intent between Dana Resources and SMRL Angelo
        XXI dated March 8, 2008 (1)                                                                                                                      
|10.2    | Management Agreement between Dana Resources and Len De
        Melt dated April 29, 2008 (1)                                                                                                                     
|10.3    | Agreement for the Assignment of Mining Rights between Dana
        Resources and SMRL Angelo XXI date June 3, 2008 (1)                                                                                           
|31.1    | Certification of the Chief Executive
        Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14
        of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act
        of 2002.
|32.1    | Certification of Chief Executive
        Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                   

(1) Previously Filed.

---

SIGNATURES

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

|                              | Dana Resources                                                       
|----------------------------- | ---------------------------------------------------------------------
|                              |                                                                      
|Date: December 8 ,
      2009 | By:/s/ Len De Melt                                                   
|                              | Len De Melt                                                          
|                              | President, Chief Executive Officer, Chief
      Financial Officer,   
|                              | Principal Accounting Officer, Secretary,
      Treasurer and Director

Pursuant to the requirements of the Exchange Act this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

|Signature       | Title                                                                        | Date                   
|--------------- | ---------------------------------------------------------------------------- | -----------------------
|                |                                                                              |                        
|/s/ Len De Melt | President, Chief Executive
      Officer, Chief Financial Officer, Principal | December 8 ,
      2009
|Len De Melt     | Accounting Officer, Secretary, Treasurer and Director                        |                        

---