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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K

[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                      | 511 99 605 6931                          
|(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:
None

Securities 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]

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 closing price on that date; $0.10): $2,330,048

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

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TABLE OF CONTENTS

|PART I   | 1                                                                                                                             
|-------- | ------------------------------------------------------------------------------------------------------------------------------
|         | Item 1. Description of Business                                                                                               
|         | Item 1A. Risk Factors                                                                                                         
|         | Item 1B. Unresolved Staff Comments                                                                                            
|         | Item 2. Description of Property                                                                                               
|         | Item 3. Legal Proceedings                                                                                                     
|         | Item 4. Submission of Matters to a Vote of Security Holders                                                                   
|PART II  | 10                                                                                                                            
|         | Item 5. Market for Common Equity and Related Stockholder
      Matters                                                        
|         | Item 6. Selected Financial Data                                                                                               
|         | Item 7. Management's Discussion and Analysis and Results
      of Operation                                                   
|         | Item 7A. Quantitative and Qualitative Disclosures about
      Market Risk                                                     
|         | Item 8. Financial Statements and Supplementary Data                                                                           
|         | Item 9. Changes In and Disagreements with Accountants on
      Accounting and Financial Disclosure                            
|         | Item 9A. Controls and Procedures                                                                                              
|         | Item 9A(T). Controls and Procedures                                                                                           
|         | Item 9B. Other Information                                                                                                    
|PART III | 16                                                                                                                            
|         | Item 10. Directors, Executive Officers, Promoters and Control
      Persons; Compliance with Section 16(a) of the Exchange Act
|         | Item 11. Executive Compensation                                                                                               
|         | Item 12. Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters                 
|         | Item 13. Certain Relationships, Related Transactions and
      Director Independence                                          
|         | Item 14. Principal Accountant Fees and Services                                                                               
|PART IV  | 21                                                                                                                            
|         | Item 15. Exhibits and Financial Statement Schedules                                                                           
|         | Exhibits                                                                                                                      

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PART I

Item 1. Description of Business

Cautionary Statement

This Annual Report on Form 10-K contains forward-looking
statements that involve risks and uncertainties. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology including, "could" "may",
"will", "should", "expect", "plan", "anticipate", "believe", "estimate",
"predict", "potential" and the negative of these terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.

While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested in this Annual Report.

Currency

All currency references in this Annual Report are in US dollars
unless otherwise noted.

Introduction

Dana Resources (Dana, we, us)
  was incorporated in Wyoming on July 21, 2006 as Danapc.com. We have one wholly
  owned subsidiary, Dana Resources SAC, a Peruvian company, incorporated on September
  24, 2008. Formerly, our business was to build and market an educational website
  on the subject of personal computing. Until recently our activities have been
  limited to organizational matters and developing our former website, www.danapc.com
  . On January 28, 2008, we amended our articles of incorporation to change our
  name to Dana Resources. The change of our name coincided with our decision to
  abandon our former business activities and to engage in the acquisition, exploration
  and development of mineral properties. On February 20, 2008, we amended our
  articles of incorporation to effect a 70-for-1 forward stock split which was
  paid on February 21, 2008. Our share price changed to reflect the forward split
  on February 21, 2008. The rights of our shareholders were not changed as a result
  of the forward split. The new CUSIP number for our common stock is 235845-10-4.
  Additionally, certain of our shareholders cancelled shares held by them in connection
  with the forward stock split. The cancelled shares represent all of the 394,800,000
  (post-split) shares that were subject to a Lockup Agreement dated July 31, 2007,
  as well as 674,999,290 (post-split) shares owned by our former officer and director.
  The total number of cancelled shares is 1,069,799,290 (post-split) shares, resulting
  in 50,200,710 shares outstanding after the forward stock split became effective.
  Finally, on September 23, 2008 we effected a change in par value from $0 per
  share to $.001 per share. Both the forward stock split and change in par have
  been reflected in our financial statements on a retroactive basis since inception.

We have not yet earned any revenues and have had operational
losses to date, as well as an accumulated shareholder deficit. As of June 30,
2009, we had incurred net losses since inception in the amount of $21,046,922.
We do not expect to generate revenues in the next two years. We may not generate
revenues even if our exploration program indicates that mineral deposits may
exist on our mineral concessions.

Our common stock became eligible for trading on the
FINRA-operated Over-the-Counter Bulletin Board (OTCBB) in September 2007. Our
common stock is traded under the ticker symbol DANR.OB. The OTCBB is a
regulated quotation service that displays real-time quotes, last-sale prices and
volume information for over-the-counter equity securities. OTCBB securities are
traded by a community of market makers that enter quotes and trade through a
sophisticated computer network. Information on the OTCBB can be found at
www.otcbb.com. We have not paid any dividends on our common stock. We
currently intend to retain any earnings for use in our business, and therefore
do not anticipate paying cash dividends in the foreseeable future.

Our Business

On June 3, 2008, we completed the purchase of 19 patented and
  unpatented base and precious metal mining properties (the Properties)
  located in the provinces of Chumbivilcas, Recuay, Piura, Huaytara, Pallasca,
  and Huancabamba, Peru, from SMRL Angelo XXI, a Peruvian corporation. On September
  24, 2008, we incorporated a wholly owned Peruvian subsidiary, Dana Resources
  SAC, which is the registered holder of title in the properties. Our title in
  the properties entitles us to exploit the mineral rights in the properties but
  does not grant us any surface rights. We will have to successfully negotiate
  with the holders of surface rights to our properties in order to carry out any
  plan of exploration.

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The purchase of the properties was completed pursuant to the Agreement for the Assignment of Mining Rights (the Angelo XXI Agreement) that we entered into with SMRL Angelo XXI on June 3, 2008, which agreement replaced the letter of
intent that we entered into with SMRL Angelo XXI on March 8, 2008 as disclosed in our report on Form 8-K filed on March 13, 2008.

The purchase price of the property was 25,000,000 restricted
  shares of our common stock valued at $1.15 per share for a total value of $28,750,000,
  based on the closing price of our common stock as quoted on the OTC Bulletin
  Board on June 3, 2008, which has since been written down to $9,350,000 due to
  an impairment charge for the year ended June 30, 2008. SMRL Angelo XXI is also
  entitled to receive a net production royalty of 1.5% of the proceeds of minerals
  mined and sold from the properties. Also a minimum royalty of $10,000 per month
  is due regardless of extraction. Any amounts paid will be deductible from any
  net production royalties payable to SMRL Angelo XXI. We are also responsible
  for all costs associated with transferring and maintaining the title to the
  Properties, including payment of approximately $23,000 in past due annual maintenance
  fees.

In accordance with the agreement 23,000,000 and 2,000,000
  of the shares payable in respect of the purchase price were issued respectively
  to Elmer Moses Rosales Castillo (Elmer Rosales), the Chairman of our Board of
  Directors, and SMRL Virgen De Las Nieves IV, a Peruvian corporation. The agreement
  restricts any sale or transfer of the shares until May 16, 2010. Additionally,
  pursuant to the agreement, we have appointed Mr. Rosales as Chairman of our
  Board of Directors and as general manager of our Peruvian subsidiary, Dana Resources
  SAC. We have also agreed to pay to Mr. Rosales or his appointee $6,850 per month
  for his director and managerial services commencing in September, 2008.

Mr. Rosales is the president of both SMRL Angelo XXI and SMRL Virgen De Las Nieves IV. To our knowledge, Mr. Rosales has sole voting and dispositive control with regard to securities held by SMRL Virgen De Las Nieves IV. The issuance of the
25,000,000 shares brings our total issued and outstanding common stock to 50,320,480 and gives Mr. Rosales dispositive and voting control of approximately 33% of our issued and outstanding capital stock.

Prior to the appointment of Mr. Rosales as Chairman of our Board of Directors on September 3, 2008, there was no material relationship between us or our affiliates and SMRL Angelo XXI, other than in respect of the material definitive agreement
entered into.

As a result of our acquisition of the Properties, we are no longer a shell company as defined in Rule 12b-2 of the Exchange Act.

Plan of Operation

We have not completed a plan of operation and have not anticipated the cost of exploring our mineral properties. We intend to complete a plan of operation 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.

Our plan of operation will include a budget for a planned exploration program. However, there is no assurance that our actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted costs include
unanticipated costs of securing surface rights to the properties, increased prices due to competition for personnel and supplies, unanticipated problems in completing the exploration program and delays experienced in completing the exploration
program. Increases in exploration costs could result in us not being able to carry out our exploration program without additional financing. There is no assurance that we would be able to obtain additional financing in this event. This could prevent
us from achieving revenues.

Markets and Competition

We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have
greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development
of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and
interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

We will also compete with other mineral exploration companies for financing from a limited number of investors that are prepared to make investments in mineral exploration companies. The presence of competing mineral exploration companies may impact
on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of
the investment offered to investors.

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We will also compete with other mineral companies for available
resources, including, but not limited to, professional geologists, camp staff,
helicopter or float planes, mineral exploration supplies and drill rigs.

Government Regulations

General

Any operations at our mineral concessions will be subject to
various laws and regulations in Peru which govern prospecting, development,
mining, production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters. We will be required to obtain those licenses, permits or other
authorizations currently required to conduct exploration and other programs.
There are no current orders or directions relating to us or our mineral
concessions with respect to the foregoing laws and regulations. If we commence
operations on our concessions, it is reasonable to expect that compliance with
various regulations will increase our costs. Such compliance may include
feasibility studies on the surface impact of our proposed operations, costs
associated with minimizing surface impact, water treatment and protection,
reclamation activities, including rehabilitation of various sites, on-going
efforts at alleviating the mining impact on wildlife and permits or bonds as may
be required to ensure our compliance with applicable regulations. It is possible
that the costs and delays associated with such compliance could become so
prohibitive that we may decide to not proceed with exploration, development, or
mining operations on any of our mineral properties. We are not presently aware
of any specific material environmental constraints affecting our properties that
would preclude the economic development or operation of property in Peru.

The two primary entities in Peru that regulate and supervise
mining companies are the Ministry of Energy and Mines and the National Institute
of Concessions and Mining Cadastre. The Ministry of Energy and Mines oversees
regulatory compliance for safety, environmental protection, job-related health,
contractors, and mining development matters. In addition to the Ministry of
Energy and Mines own officers, private companies specifically registered with
the Ministry of Energy and Mines are also entitled to supervise such compliance.
The National Institute of Concessions and Mining Cadastre grants mining
concessions entitling the concession holder the right to explore and exploit the
zone where such concessions are located. Concession holders are required to
explain how operations will comply with Peruvian environmental regulations by
filing an Environmental Impact Assessment.

Other Peruvian governmental and regulatory bodies involved with
mining companies include the:

- National Institute of Natural Resources, which manages protected natural
  areas and issues an advisory opinion on every concession holders
  Environmental Impact Assessment, to the extent that planned operations will
  alter natural landscape;
- General Bureau of Environmental Health of the Ministry of Health, which
  manages waste discharge into the environment and related issues, particularly
  those that may affect public health;
- Ministry of Internal Affairs, which approves the acquisition, transport and
  usage of explosives for mining companies;
- National Institute of Culture, which certifies the absence of
  archaeological remains on exploration sites, as typically required for the
  Environmental Impact Assessment;
- General Bureau of Harbor Masters Offices and Coastguards, which enforces
  sanctions if rivers or navigable lakes located within Perus national borders
  are contaminated for whatever reason; and
- Supervisory Board for Investment in Energy, which monitors compliance with
  conservation laws in regard to utility issues.

In conjunction with the Peruvian central government, regional
governments manage natural resources and improve the quality of the environment
on a sustained basis. In addition, municipalities grant licenses for municipal,
business, and residential construction.

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Environmental laws:

The Peruvian Ministry of Energy and Mines establishes an environmental protection policy and sets maximum allowable levels for effluents, signs environmental administrative stability agreements, oversees the impact of mining operations and imposes
administrative sanctions.

Pursuant to Supreme Decree 38-98-EM approved on November 30, 1998, concession holders are required to obtain an environmental permit from the Directorate for Environmental Affairs in order to carry out exploration and development activities. Mining
companies are responsible for the control of emissions, discharges of effluent and disposal of all by-products resulting from their operations, and for the control of substances that may impose any hazard, either due to excessive concentrations or
prolonged exposure. An exploration permit is only required in respect of surface hole drilling, and is not required for underground drilling. There is no guarantee that we will obtain the appropriate environmental permits in order to carry out any
exploration.

Pursuant to Supreme Decrees 016-93-EM and 046-2001-EM, an environmental impact assessment must be approved by the Ministry of Energy and Mines before mining operations commence.

Impact of Environmental Non-Compliance

Non-compliance with Peruvian environmental laws or regulations can result in the imposition of administrative sanctions, such as fines, closure orders, or the lapse of mining concessions.

Failing to comply with Environmental Impact Assessment obligations or tax regulations may result in criminal and civil action against the Company and its representatives.

Mine Closure Law

If we commence mining operations in the future, we may become subject to the Mine Closure Law, which provides that existing mining operations must submit a mine closure plan for certification to the Peruvian Ministry of Energy and Mines within a
6-month period, after the Mine Closure Law comes into effect.

Workers Participation

Under Peruvian law, every company that generates income and has more than twenty workers on its payroll is obligated to permit its workers to share in its profits. For mining companies, the percentage of this profit-sharing benefit is 8% of pre-tax
income. Cooperatives, self-managed companies, civil partnerships and companies that do not have more than twenty workers are exempt from this profit-sharing obligation. Both permanent and contract workers must be taken into account for purposes of
these laws; the only legal requirement is that such workers must be registered on a companys payroll. The profit-sharing amount made available to each worker is limited to 18 times the workers monthly salary, based upon their salary at
the close of the previous tax year.

Peruvian Bankruptcy Laws

Pursuant to Peruvian law, bankruptcy proceedings are heard by the Commission of Bankruptcy Proceedings, part of the Peruvian National Institute for the Defense of Free Competition and the Protection of Intellectual Property, a non-judicial
government agency with exclusive jurisdiction in the administration of bankruptcy proceedings. Peruvian bankruptcy law regulates two major types of bankruptcy proceedings: (i) ordinary bankruptcy proceedings, which can be initiated only by a
creditor; and (ii) preventive bankruptcy proceedings, which can be initiated only by a debtor.

In ordinary bankruptcy proceedings, the Commission of Bankruptcy may declare the debtor insolvent, triggering an injunction against the continuance of any action against the debtor or the debtors property. After the Commission of Bankruptcy
has evaluated and classified all outstanding debts, a committee of creditors is appointed. The creditors committee will propose a plan to either reorganize the debtor, including a schedule for the repayment of its debts, or to dissolve the
debtor and appoint a liquidator. Any plan proposed by the creditors committee must be approved by creditors holding at least two-thirds of the acknowledged debts.

During reorganization, the creditors committee assumes the powers and authority ordinarily exercised by the debtors board of directors, its officers and shareholders. A creditor holding in excess of two-thirds of the debtors
acknowledged debts is in effect empowered to manage the affairs of the debtor, pay its debts, appoint new directors and officers and enter into agreements, among other things.

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Peruvian Civil Process

Under Peruvian law, civil claims seeking money damages are
decided by a First Instance Judge. The First Instance Judge may grant
provisional remedies, including preliminary injunctions which are enforceable
before the filing of a claim. Injunctions and decisions of First Instance Judges
are subject to review, upon appeal, by a three member panel of the Judicial
District Superior Court.

Appeal from the Judicial District Superior Court is permitted,
in extraordinary circumstances, to the Supreme Court of The Republic of Peru,
based on misinterpretation or non-application of the law by the lower courts or
a violation of the due process.

Research and Development Expenditures

We have not spent any amounts on research and development
activities since our inception.

Employees and Consultants

As of October 13, 2009, we have no part time or full time
employees. Len De Melt, our director and President works part time as an
independent contractor and works in the areas of business development and
management. He currently contributes approximately 30 hours a week to Dana
Resources. Elmer Rosales, the Chairman of our Board of Directors, also works
part time as an independent contractor in the areas of business development and
management, and currently contributes approximately 30 hours a week to Dana
Resources. We plan to engage independent contractors in the areas of accounting,
geological, legal, consulting, marketing, accounting, bookkeeping and other
services.

Subsidiaries

As of October 13, 2009, we have one wholly owned subsidiary,
Dana Resources SAC, a Peruvian company incorporated on September 24, 2008. We
intend to transfer title to our newly acquired Peruvian mineral concessions to
Dana Resources SAC.

Intellectual Property

We have not filed for any protection of our trademark for Dana
Resources. We own the copyright of all of the contents of our website,
www.danaresources.com.

Item 1A. Risk Factors

Not Applicable.

Item 1B. Unresolved Staff Comments

None.

Item 2. Description of Property

Mineral Properties

On June 3, 2008, we completed the purchase of 19 patented and
unpatented base and precious metal mining properties located in the provinces of
Chumbivilcas, Recuay, Piura, Huaytara, Pallasca, and Huancabamba, Peru, from
SMRL Angelo XXI, a Peruvian corporation. The properties are listed in the
following tables and described below. Maps of the area and comprehensive
information regarding prior exploration of the properties are unavailable at
this time.

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Glossary :

|Term                       | Definition                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Andes                      | the worlds longest exposed mountain range. They lie as a
      continuous chain of highland along the western coast of South America
      extending over seven countries: Argentina, Bolivia, Chile, Colombia,
      Ecuador, Peru and Venezuela.                                                                                                                                                                                
|Andesitic (Andesite)       | pertaining to or containing andesite, an extrusive
      mineral composed dominantly of iron and magnesium.                                                                                                                                                                                                                                                                                                                       
|Argillic                   | pertaining to clay or clay minerals                                                                                                                                                                                                                                                                                                                                                                                               
|Basalt                     | a common form of extrusive volcanic rock, rich in iron
      and magnesium.                                                                                                                                                                                                                                                                                                                                                       
|Biotite                    | a common term for a silicate containing iron and
      magnesium.                                                                                                                                                                                                                                                                                                                                                                 
|Breccia                    | A coarse-grained rock, composed of angular broken rock
      fragments held together by a mineral cement or in a fine-grained matrix;
      it differs from conglomerate in that the fragments have sharp edges and
      unworn corners. Breccia may originate as a result of the accumulation of
      rock fragments from cliffs or slopes, explosive igneous processes,
      collapse of rock material, or faulting.         
|Calipuy Group              | a range of volcanic mountains                                                                                                                                                                                                                                                                                                                                                                                                     
|Cretaceous                 | a geological period reaching from the end of the Jurassic
      Period (145.5 to 4 million years ago) to the beginning of the Paleocene
      Period (65.5 to 0.3 million years ago)                                                                                                                                                                                                                                              
|Cu Au                      | an alloy of copper and gold                                                                                                                                                                                                                                                                                                                                                                                                       
|Dacitic (Dacite)           | pertaining to dacite, a mineral with the same general
      composition as andesite, but containing more quartz. The intrusive
      equivalent of andesite.                                                                                                                                                                                                                                                                      
|Diolite                    | a group of plutonic rocks intermediate in composition
      between acidic and basic, sometimes containing a small amount of quartz.                                                                                                                                                                                                                                                                                              
|Extrusive                  | A body of igneous rock that has crystallized from a
      molten magma below the surface                                                                                                                                                                                                                                                                                                                                          
|Eocene                     | A geological period that extends between 55 and 34
      million years ago.                                                                                                                                                                                                                                                                                                                                                       
|Epithermal Deposit         | a hydrothermal mineral deposit formed within about 1 km
      of the Earth's surface and in the temperature range of 50 to 200 degrees
      C, occurring mainly as veins.                                                                                                                                                                                                                                                        
|Feldspar                   | any of a common group of rock forming minerals making up
      as much as 60% of the earths crust                                                                                                                                                                                                                                                                                                                                
|Goethite                   | a form of iron oxide also known as bog iron that is soft,
      spongy and porous, formed in bogs, marshes and swamps and having a
      yellow-ochre color. It is a source of iron and yellow ochre pigment.                                                                                                                                                                                                                     
|Granite                    | a commonly occurring variety of intrusive igneous rock.                                                                                                                                                                                                                                                                                                                                                                           
|Granodiorite               | an intrusive igneous rock similar to granite and formed
      by an intrusion of quartz rich magma                                                                                                                                                                                                                                                                                                                                
|Ground
      Scintillation | a method of uranium prospecting that employs a
      scintillation counter, a specialized instrument for detecting the presence
      of radioactive minerals.                                                                                                                                                                                                                                                                    
|Gummite                    | a yellow amorphous mineral composed of uranium minerals,
      oxides, silicates, hydrates and hydrous oxides of  uranium, derived
      from the alteration of uraninite. It is named for its gum-like
      consistency.                                                                                                                                                                                                        
|Hematite                   | a form of iron oxide appearing in thin tablets or flakes
      with a metallic steel-gray and reddish-ochre streaked appearance.                                                                                                                                                                                                                                                                                                  
|Hornblende                 | a common dark colored non-metallic rock                                                                                                                                                                                                                                                                                                                                                                                           
|Hydrothermal               | of or pertaining to hot water or magmatic origin.                                                                                                                                                                                                                                                                                                                                                                                 
|Illite                     | a general term for a group of three-layer clays.                                                                                                                                                                                                                                                                                                                                                                                  
|Intrusive                  | a body of igneous rock that has crystallized from a
      molten magma below the surface.                                                                                                                                                                                                                                                                                                                                         
|Igneous                    | a body of rock that has crystallized from a molten magma.                                                                                                                                                                                                                                                                                                                                                                         
|Ignimbrites                | rocks formed by the widespread deposition and
      consolidation of ash flows.                                                                                                                                                                                                                                                                                                                                                   
|Iron Oxide                 | a common compound of iron and oxygen; e.g., rust.                                                                                                                                                                                                                                                                                                                                                                                 
|Jurassic                   | A geological period spanning from 145.5 to 4 million
      years ago.                                                                                                                                                                                                                                                                                                                                                             
|Kaolinite                  | a soft white oxide of aluminum formed by hydrothermal
      alteration of aluminum particles.                                                                                                                                                                                                                                                                                                                                     
|Lapilli                    | rocks produced by explosive or aerial ejection of ash,
      fragments and glassy material from volcanic vents that may be either
      essential, accessory, or accidental in origin, of a size range that has
      been variously defined within the limits of 2 mm and 64 mm. The fragments
      may be either solidified or still viscous when they land (though some
      classifications restrict the term to the former)
|Magmatic                   | of, pertaining to, or derived from naturally occurring
      magma (molten rock generated within the Earth)                                                                                                                                                                                                                                                                                                                       
|Magnetite                  | an igneous rock having high iron content and appearing in
      iron ore formations.                                                                                                                                                                                                                                                                                                                                              
|Monzonite                  | a common igneous intrusive rock. Quartz is a minor
      component (less than 10%) or is absent. Quartz                                                                                                                                                                                                                                                                                                                           

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|                                  | monzonite contains more than 10% quartz.                                                                                                                                                                                 
|--------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Oligocene                         | a geological period that extends between 34 million to 23
      million years ago.                                                                                                                                       
|Phenocryst                        | a term for large crystals or mineral grains
      floating in the groundmass of a porphyry.                                                                                                                              
|Paleozoic                         | a geological period spanning from roughly 542 million years
      ago to roughly 251 million years ago                                                                                                                   
|Phyllitic (Phyllite)              | pertaining to phyllite, a general term for
      minerals with a layered crystal structure.                                                                                                                              
|Plagioclastic
      (Plagioclase) | pertaining to a plagioclase, any of a group of minerals
      within the feldspar family containing sodium and calcium feldspars.                                                                                        
|Plutonic (Pluton)                 | pertaining to a pluton, a body of medium to
      coarse grained igneous rock that formed beneath the surface by
      crystallization of a magma                                                                        
|Porphyric
      (Porphyry)        | pertaining to porphyry, an igneous rock of any composition
      that contains conspicuous phenocrysts in a fine- grained groundmass.                                                                                    
|Pyroclastic                       | produced by explosive or aerial ejection of
      ash, fragments, and glassy material from a volcanic vent. Applied to the
      rocks and rock layers as well as to the textures so formed.                             
|Pyritic (Pyrite)                  | pertaining to pyrite, a bronze to yellow colored mineral
      containing high quantities of sulfur, commonly known as fools gold or
      iron sulfide.                                                                
|Quartz                            | any hard gold or silver ore, as
      distinguished from gravel or earth.                                                                                                                                                
|Quaternary                        | a geological period extending between 2 to 3 million years
      ago to the present.                                                                                                                                     
|Rhyolitic (Rhyolite)              | pertaining to rhyolite, a commonly occurring
      variety of extrusive igneous rock.                                                                                                                                    
|Sediment                          | any particulate matter that can be transported by fluid flow
      and which eventually is deposited as a layer of solid particles on the bed
      or bottom of a body of water or other liquid.                        
|Sericite                          | a white, fine-grained mineral occurring as
      an alteration product of aluminum minerals, having a silky luster                                                                                                       
|Silica/Silicate                   | any of
      numerous insoluble often complex metal salts that contain silicon and
      oxygen and constitute the largest class of minerals. They are used in
      building materials such as cement, bricks and glass.
|Silicification                    | the introduction of, or replacement by,
      silica, generally resulting in the formation of fine-grained quartz, or
      opal, which may fill pores and replace existing minerals.                                    
|Tertiary                          | a geological period that extends approximately 65 million to
      1.8 million years ago.                                                                                                                                
|Tectonic Pit                      | a pit created by the shifting plates that
      form the earths crust                                                                                                                                                   
|Tonalitic
      (Tonalite)        | pertaining to tonalite, an igneous, plutonic rock generally
      containing more than 20% quartz.                                                                                                                       
|Tuff                              | a type of rock formed from volcanic ash
      ejected from vents during a volcanic eruption and forming on mountain
      walls.                                                                                         

Collota Project

Name
    Code No.
    Surface Area (Hectares)
    District
    Province
    DepartmentCOLLOTA XXIII
    01-01806-06
    600
    Catac
    Recuay
    AncashCOLLOTA XXIV
    01-02017-06
    100
    Catac
    Recuay
    AncashCOLLOTA XXV
    01-01876-06
    300
    Catac
    Recuay
    AncashCOLLOTA XXVI
    01-03421-06
    200
    Catac
    Recuay
    AncashCOLLOTA XXVII
    01-03438-06
    300
    Catac
    Recuay
    AncashCOLLOTA XXVIII
    01-03437-06
    400
    Catac
    Recuay
    Ancash


Location: The Collota project is located in northern
Peru, in the District of Catac, province of Recuay, department of Ancash, on the
eastern side of the Cordillera Negra mountain range, within the same location as
the landmark Pierina gold mine operated by Barrick Gold. The project is 45 km
south of the city of Huaraz, lying at an elevation between 4,100 and 4,600
meters above sea level. The project consists of 6 mining properties which cover
a total surface area of 1900 hectares or 4694.9 acres.

The area is accessible from Lima by traveling through Lima,
Huaraz, Conococha, Pumahuain, and Collota by combination of highway
(Panamericana (North), paved secondary road and variable compacted mining road.

Geological Environment: The geology of the properties
  consists mainly of volcanic and intrusive rocks belonging to the Calipuy Group
  of the Upper Tertiary. The surface environment consists of tuffs, lapilli, ignimbrites,
  ash flows and dacitic-rhyolitic blocks probably coming from an extensive magmatic
  chamber and deposits of glacial flows from the Quaternary.

7

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Mineralization: Collota is a gold epithermal deposit,
  similar to the type of deposit of the Pierina and Yanacocha mines, associated
  with porphyry Cu-Au. The mineralization is controlled by hydrothermal breccias
  with silicification and iron oxides (hematite goethite) which have settled
  in fractures, faults and layers of tuffs with quartz-kaolinite and quartz-sericite
  alteration. Structurally there are parallel faults bearing towards the Andes
  which form the tectonic pit known as Callejon de Huaylas, controlled by hydrothermal
  breccias with silicification and iron oxides (hematite  goethite), which
  have settled in fractures, faults and tuff strata with quartz-Kaolinite and
  quartz-sericite alteration.

This is a quartz-alunite and quartz-alunite-kaolinite and
argillic epithermal mineralization containing high quantities of pyrite. In the
high area of the Quebrada Pumahuain the alteration varies to phyllitic,
quartz-sericite-illite and may be related to a Cu-Au porphyry.

Collota One Project

Name
    Code No.
    **Surface Area** (Hectares)
    District
    Province
    DepartmentCOLLOTA XXIX
    01-04368-07
    400
    Marca, Huayllapampa and Tapacocha
    Recuay
    AncashCOLLOTA XXXI
    03-00001-08
    200
    Catac
    Recuay
    AncashCOLLOTA XXXII
    03-00002-08
    200
    Catac
    Recuay
    AncashCOLLOTA XXI
    01-00448-05
    800
    Catac, Huayllapampa,Marca and Tapacocha
    Recuay
    Ancash


Location: The Collota One project consists of four mining
  properties located in northern Peru, reaching the Districts of Catac, Huayllapampa,
  Marca and Tapacocha in province of Recuay, department of Ancash. The projects
  elevation varies between 4400 and 4600 meters above sea level and is accessible
  by a combination of road (paved and compacted) and foot travel, approximately
  3 hours from the town of Huayllapampa.

Geological Environment: The projects geology consists
  mainly of volcanic rocks of the Calipuy Group (Tertiary Period). At the higher
  areas there is a predominance of pyroclastic volcanic rocks, sequences of andesitic
  and dacitic lavas which appear as lapilli tuffs of intermediate composition,
  between andesitic and dacitic tuffs, mostly of a greenish grey color.

Locroja Project

Name
    Code No.
    **(Hectares)**
    District
    Province
    DepartmentLOCROJA XXI
    03-00141-04
    200
    Santo Domingo de Capillas
    Huaytará
    Huancavelica


Location: The Locroja project consists of one property
  located in southern Peru, district of Santo Domingo de Cappelle, province of
  Huaytará, department of Huancavelica. It is accessible via the Panamericana
  (south) highway from the city of Ica followed by a combination of paved and
  compacted roads.

Geological Environment: The geology of the Locroja
project belongs to Arequipa segment sector, which is part of Batolito de la
Costa compound by plutons (tonalite-monzonite-granodiorite-granite) and middle
bodies of diorites and basalt. The property is covered by medium grain volcanic
rocks, of acid composition (granite to tonalite).

Las Horquetas Project

Name
    Code No.
    **Surface Area**(Hectares)
    District
    Province
    DepartmentELMER XXII
    01-0102679-07
    900
    Las Lomas
    Sullana
    Piura


Location: This Las Horquetas Project consists of one
mineral property located in northern Peru, at the town of Las Horquetas in the
Las Lomas District, Province of Sullana, Department of Piura. The project is
approximately 1108 kilometers from Lima, resting at an elevation between 184 to
250 meters above sea level. It is accessible by the Panamericana (north) highway
from Lima followed by a series of paved and variable compacted dirt roads.

8

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Geological Environment: The property is located in the
  central part of the Las Lomas plutonic complex. Las Lomas has been intruded
  completely by monzonite/granite. This is a whitish-grey coarse-grained rock
  with interwoven whitish plagioclase phenocrysts and flat hornblendes also interwoven
  in netlike shapes; some biotite crystals can be seen. The hornblende is thinly
  flaked and flexible. The tonalitic composition of the pluton varies towards
  the centre turning more clear and having a crystalline granular texture with
  a coarser grain and containing zoned plagioclases and a greater quantity of
  quartz.

Infernillo Project

|Name                    | Code No.    | Surface Area (Hectares) | District | Province     | Department
|----------------------- | ----------- | ----------------------- | -------- | ------------ | ----------
|INFIERNILLO XXI         | 01-00594-07 | 1000                    | Chamaca  | Chumbivilcas | Cuzco     
|INFIERNILLO XXII        | 01-00847-07 | 952.29                  | Chamaca  | Chumbivilcas | Cuzco     
|INFIERNILLO
      XXIII | 01-00847-07 | 1000                    | Chamaca  | Chumbivilcas | Cuzco     
|INFIERNILLO XXIV        | 01-0848-07  | 800                     | Chamaca  | Chumbivilcas | Cuzco     

Location: The Infernillo project consists of four properties
  located approximately 76 km north east of Santo Tomás, district of Chamaca,
  Province of Chumbivilcas, Department of Cusco, at an elevation of 4000 meters
  above sea level. The property is approximately 1315 kilometers from Lima, and
  is accessible by a combination of paved highway, paved secondary roads and compacted
  back roads.

Geology:

The oldest rocks in the area correspond to a sequence of white
quartzite of the Yura Group, locally known as the Mara Formation of the Middle
Cretaceous. Overlying the Mara formation there is a series of grey to bluish
grey limestone belonging to the Ferrobamba Formation of the Middle Cretaceous.
The volcanic material formed by the lava spills of an andesitic nature and
white, porous tuffs cover the above described rocks. There are diorite and
granodiorite bodies and sometimes hornblende, intruding in the sedimentary rocks
which in some places form magnetite-hematite bodies. Intense erosion occurred at
a later date which formed the fill material of the Quebradas (ravines) and
plains.

Turmalina Project

Name
    Code No.
    Surface Area (Hectares)
    District
    Province
    DepartmentTURMALINA XXII
    01-04120-06
    199.9
    Canchaque and San Miguel De El Faique
    Huancabamba
    PiuraTURMALINA XXIV
    01-05039-06
    400
    Canchaque and San Miguel de El Faique
    Huancabamba
    Piura


Location: The Turmalina Project consists of two properties
  touching upon the districts of Canchaque and San Miguel De El Faique (known
  as the Cerro Minas region) province of Huancabamba, Department of Piura, at
  an average elevation of 2,840 meters above sea level. Both properties are located
  within the limits of the farming communities Agua Blanca Community (approximately
  100 inhabitants and Pampa de Minas Community (approximately 150 inhabitants).
  The properties are accessible from the city of Huancabamba by series of paved
  and compacted road.

The topography of the area is very rugged. The main cause of
the intensive erosion is probably the Los Potreros or Suri Pite rivers, which
have caused a marked slope in the northern side of the claims rendering access
impossible to that part of the area. The elevations differ within a short space,
going from 1000 m to 3200 meters above sea level. Vegetation and recent soil
deposits are abundant in the area and some places are covered, and the
outcroppings cannot be observed. Water is abundant and is available almost every
month of the year. Three lines of electric current provide reliable power
sources. The lines are accessible from the mineral deposit.

Geology: The rocks found in and around the area of the
  claims consist mainly of hyalites and andesitic volcanic rocks, which have been
  affected by a granite-dioritic intrusive. The phyllites are the oldest rocks
  in the area and are found in Canchaque, west of the claim. These phyllites belong
  to the Salas Formation of the Lower Paleozoic Period. Towards the eastern part
  of the claim there is an outcropping of a strong andesitic volcanic sequence,
  some of which is in pyrite form and in other sectors it was found fresh or in
  silicate form. Both of the above described units have been intruded by a body
  as a small medium to coarse grained granite-dioritic stock. Towards the West
  of the Canchaque site, there are sediments which consist of sandstone and sandstone
  surrounded by silicates which have been totally folded and faulted.

9

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Chicama Project

Name
    Code No.
    Surface Area (Hectares)
    District
    Province
    DepartmentORO CHICAMA XXI
    01-00596-07
    1000
    Bolognesi
    Pallasca
    Ancash


Location: The Chicama Gold prospect is located within
  the mining district of Bolognesi, in the Province of Pallasca, department of
  Ancash, in northern Peru. It is accessible by paved and variable compacted roads
  from the city of Bolognesi.

Geology: The property presents a volcanic sequence of
  andesitic spills and tuffs of the Calipuy Group in contact with the Goyllarizquizga
  Mountain Group (Chulec and Carhuaz Formations) and the Chicama Formation from
  the Jurassic Period.

Item 3. Legal Proceedings

We know of no material, active or pending legal proceedings against
  us, nor are we involved as a plaintiff in any material proceedings or pending
  litigation. There are no proceedings in which any of our directors, officers
  or affiliates, or any registered or beneficial shareholders are an adverse party
  or have a material interest adverse to us.

We have been issued a default notice on our mineral rights obligations
  due to non payment of the monthly royalty fee due. As of June 30, 2009, the
  Company has not made any payments towards the royalty fees agreed upon and has
  accrued for a total of $100,000. A dispute as to the validity of the default
  notice exists between the selling party and Dana. As of October 13, 2009, the
  dispute has not been resolved and we are potentially at risk of losing our mineral
  rights. In the event that we lose our mineral rights a total asset value of
  $9,360,361 will be impaired, resulting in total assets of $7,641. The decrease
  would represent 99% of our total assets. Concurrently with the dispute of our
  mineral rights, our Chairman has threatened to resign. As of October 13, 2009
  our dispute with our Chairman has not been resolved.

Item 4. Submission of Matters to a Vote of Security
Holders

On September 22, 2008, without the formality of convening a
meeting, we received approval from holders of 51.9% of our common voting shares
to change the par value of our common and preferred shares from $0 to $0.001 per
share.

PART II

Item 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities. Market
Information

There is a limited public market for our common shares. Our
common shares are quoted for trading on the OTC Bulletin Board under the symbol
DANR.OB. Our common shares became eligible for quotation on the OTC Bulletin
Board in September, 2007. The market for our stock is highly volatile. We cannot
assure you that there will be a market in the future for our common stock. The
OTC Bulletin Board securities are not listed and traded on the floor of an
organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer network
connecting dealers in stocks. OTC Bulletin Board stocks are traditionally
smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.

The following table shows the high and low prices of our common
shares on the OTC Bulletin Board since our common stock began quotation in
September, 2007. The following quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions:

|                                 | High   |  | Low   
|-------------------------------- | ------ |  | ------
|                                 |        |  |       
|Fiscal 2008                      |        |  |       
|                                 |        |  |       
|Quarter ended September 30, 2007 | 0      |  | 0     
|Quarter ended December 31, 2007  | 0.0029 |  | 0.0029
|Quarter ended March 31, 2008     | 2.00   |  | 0.12  
|Quarter ended June 30, 2008      | 2.25   |  | 1.00  
|                                 |        |  |       
|Fiscal 2009                      |        |  |       
|                                 |        |  |       
|Quarter ended September 30, 2008 | 1.80   |  | 0.70  
|Quarter ended December 31, 2008  | 1.04   |  | 0.10  
|Quarter ended March 31, 2009     | 1.49   |  | 0.10  
|Quarter ended June 30, 2009      | 1.02   |  | 0.23  

10

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Stockholders

As of October 13, 2009, there were 50,320,480 common shares
outstanding, held by approximately 28 shareholders of record. To date, we have
not paid any cash dividends on our common shares and do not expect to declare or
pay any cash dividends on our common shares in the foreseeable future. Payment
of any cash dividends will depend upon future earnings, if any, our financial
condition, and other factors as deemed relevant by our Board of Directors.

Dividend Policy

We have not declared or paid any cash dividends since
inception. We intend to retain future earnings, if any, for use in the operation
and expansion of our business and do not intend to pay any cash dividends in the
foreseeable future.

Recent Purchases of Equity Securities by us and our
Affiliated Purchases

We have not repurchased any of our common stock and have no
publicly announced repurchase plans or programs as of October 13, 2009.

Recent Sales of Unregistered Securities

Not applicable.

Item 6. Selected Financial Data

Not applicable.

Item 7. Managements Discussion and Analysis of Financial
Condition and Results of Operation

We are an exploration stage company with limited operations and
no revenues from our business operations. Our auditors have issued a going
concern opinion. This means that our auditors believe there is substantial doubt
that we can continue as an ongoing business for the next twelve months unless we
obtain additional financing to fund our operations. Our only source of cash at
this time is investments by others in our company.

Liquidity and Capital Resources

As of June 30, 2009, we had cash of $7,641 in our bank accounts
and a working capital deficit of $339,712. As of June 30, 2009, we had total
assets of $9,368,002 and total liabilities of $347,353.

Our net loss of $19,942,922 from July 21, 2006 (date of inception)
  to June 30, 2009 was mostly funded by a combination of private placements and
  loans and a non cash impairment charge of $19,400,000. From July 21, 2006 (date
  of inception) to June 30, 2009, we raised net proceeds of $136,480 in cash from
  the issuance of common stock.

Since July 21, 2006 (date of inception) to June 30, 2009, we
  raised net proceeds of $210,752 in cash from financing activities.

We used net cash of $94,944 in operating activities for the
year ended June 30, 2009 compared to $93,290 for the year ended June 30, 2008.

We received net cash of $89,480 from financing activities for
  the year ended June 30, 2009 compared to $116,272 for the year ended June 30,
  2008. The decrease of net cash from financing activities received in fiscal
  2008 was primarily due to less issuances of our common stock during that period.

We expect that our total expenses will increase over the next
year as we increase our business operations and exploration activities of
mineral properties. We have not been able to reach the break-even point since
our inception and have had to rely on outside capital resources. We do not
anticipate generating any revenues for the next two years. Over the next 12
months, we plan to initially concentrate on completing a comprehensive review of
all the data available from the previous exploration of our mineral properties
and carry out surveys to identify potential drill targets. To that end, we have
not completed a plan of operation or

11

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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.

In order to improve our liquidity, we intend to pursue additional equity financing from private placement sales of our equity securities or shareholder loans. We intend to negotiate with our management and consultants to pay parts of salaries and
fees with stock and stock options instead of cash. We do not presently have sufficient financing to undertake any exploration program on our mineral properties. Issuances of additional shares will result in dilution to our existing shareholders.

We currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to
achieve the necessary additional financing, then we plan to tailor our exploration expenses and administrative expenses proportionately to the amount of capital resources available to us.

Results of Operations

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on July 21, 2006 to June 30, 2009. As of June 30, 2009, we had an accumulated deficit of $21,046,922. We anticipate that we will not earn any revenues during
the current fiscal year or in the foreseeable future, as we plan to undertake the exploration of our mineral properties. We may not generate significant revenues even if our future exploration program indicates that mineral deposits may exist on our
mineral claims. We anticipate that we will incur substantial losses over the next two years.

At this time, our ability to generate any revenues continues to be uncertain. The auditors report on our audited financial statements as of June 30, 2009 and 2008 contains an additional explanatory paragraph which identifies issues that raise
substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Expenses

From July 21, 2006 (date of inception) to June 30, 2009, our
  total expenses were $548,582. The components of our total expenses since inception
  to June 30, 2009 consist of: $65,546 for general and administrative expenses,
  $188,500 for payroll expense, $147,233 in professional fees and $100,050 in
  royalties.

Our total expenses increased by $187,390 to $346,998 for the
  year ended June 30, 2009 from $159,608 for the year ended June 30, 2008. The
  increase in total expenses was mainly due to our increased business activities
  and in particular our acquisition of mineral interests.

Our general and administrative expenses consist of foreign
  exchange loss, transfer agent and filing fees, office supplies, travel expenses,
  rent, communication expenses (cellular, internet, fax and telephone), bank charges,
  advertising and promotion costs, office maintenance, courier and postage costs,
  and office equipment. Our general and administrative expenses increased by $26,148
  from $15,336 for the year ended June 2008 to $41,484 for the year ended June
  30, 2009. The increase in other general and administrative costs was mainly
  due to our increased day to day operation activities.

Our land claim fees decreased by $22,253 from $22,253 for
  the year ended June 30, 2008 to $0 for the year ended June 30, 2009. The decrease
  in land claim fees resulted from our acquisition of mineral properties during
  fiscal year 2008.

Net Loss

For the year ended June 30, 2009 we incurred net loss of $346,998 compared to $19,553,948 for the year ended June 30, 2008. From July 21, 2006 (date of inception) to June 30, 2009, we incurred an aggregate net loss of $19,942,922. The
net loss was primarily due to the impairment of mineral property costs and mineral property costs associated with a new mineral exploration company that has not yet earned any revenues. We expect to continue to incur losses over the next two years.
We incurred net loss of $0.01 per share for the year ended June 30, 2009 and net loss of $0.03 per share for the year ended June 30, 2008.

12

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Inflation and Changing Prices

Inflation and changing prices have had no impact on our net
sales and revenues to date as we are an exploration stage company that has
incurred net losses to date and has not generated any revenues.

Going Concern

We have not attained profitable operations and are dependent
upon obtaining financing to pursue any exploration activities. For these reasons
our auditors stated in their report that they have substantial doubt we will be
able to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.

Item 7A. Quantitative and Qualitative Disclosures about
Market Risk

Not Applicable.

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

13

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

We have audited the accompanying balance sheets of Dana Resources
  as of June 30, 2009 and 2008, and the related statements of operations, stockholders’
  equity (deficit), and cash flows for the years then 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
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes 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 as
  of June 30, 2009 and 2008, and the results of its operations and cash flows
  for the years then ended and from Inception (July 21, 2006) through June 30,
  2009 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared
assuming 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 plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC
  Henderson, Nevada 
  October 8, 2009

2580 Anthem Village Drive, Henderson, NV 89052 Telephone
(702) 588-5960 ? Facsimile (702) 588-5979F-1

---

DANA RESOURCES (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS (AUDITED)

|                                                                                                    |   | June 30, 2009 |   |   | June 30, 2008 |  
|--------------------------------------------------------------------------------------------------- | - | ------------- | - | - | ------------- | -
|ASSETS                                                                                              |   |               |   |   |               |  
|Current assets                                                                                      |   |               |   |   |               |  
|Cash                                                                                                | $ | 7,641         |   | $ | 23,466        |  
|Total current assets                                                                                |   | 7,641         |   |   | 23,466        |  
|Mineral rights                                                                                      |   | 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 (DEFICIT)                                                                      |   |               |   |   |               |  
|Preferred stock; $.001 par value; unlimited
      authorized; none issued and outstanding           |   | -             |   |   | -             |  
|Common stock; $.001 par value; unlimited authorized 50,320,480
      (2009) issued and outstanding; |   |               |   |   |               |  
|75,280,710 (2008)                                                                                   |   | 50,322        |   |   | 75,281        |  
|Additional paid in capital                                                                          |   | 30,017,249    |   |   | 29,951,810    |  
|Deficit accumulated 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

---

DANA RESOURCES (An Exploration Stage Company) CONSOLIDATED STATEMENTS OF OPERATIONS (AUDITED)

|                                          |   | For the       |   |   | For the        |   |   | July 21, 2006         |  
|----------------------------------------- | - | ------------- | - | - | -------------- | - | - | --------------------- | -
|                                          |   | Year Ended    |   |   | Year Ended     |   |   | (Inception)           |  
|                                          |   | June 30, 2009 |   |   | June 30, 2008  |   |   | Through June 30, 2009 |  
|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

---

DANA RESOURCES (An Exploration Stage Company) CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)(AUDITED)

|                                                  |           |  |   |               |  |  |                |   |   |            |   |   |            |  |   |            |   |   | 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      |  
|Forgiveness 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                          | -         |  | $ | -             |  |  | 50,320,480     |   | $ | 50,322     |   | $ | 30,017,249 |  |   | -          |   | $ | (21,046,922 | ) | $ | 9,020,649   |  

The Accompanying Notes are an Integral Part of these Financial
Statements

F-4

---

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

|                                                                      |   |               |   |   |               |   |   | July 21, 2006 |  
|--------------------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                                                      |   |               |   |   |               |   |   | (Inception)   |  
|                                                                      |   | Year Ended    |   |   | Year Ended    |   |   | Through       |  
|                                                                      |   | June 30, 2009 |   |   | June 30, 2008 |   |   | June 30, 2009 |  
|Cash Flows from Operating Activities:                                 |   |               |   |   |               |   |   |               |  
|Net loss                                                              | $ | (346,998      | ) | $ | (19,553,948   | ) | $ | (19,942,922   | )
|Adjustments to reconcile net loss to net cash
      used in operating |   |               |   |   |               |   |   |               |  
|activities:                                                           |   |               |   |   |               |   |   |               |  
|Impairment
      of mineral rights                                    |   | -             |   |   | 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 salaries                                                      |   | 128,500       |   |   | 10,000        |   |   | 138,500       |  
|Royalties
      due                                                   |   | 100,000       |   |   | -             |   |   | 100,000       |  
|Accrued expenses                                                      |   | 32,006        |   |   | 14,687        |   |   | 298,353       |  
|Net cash used by operating activities                                 |   | (94,944       | ) |   | (93,290       | ) |   | (192,750      | )
|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         |   |   | 53,730        |  
|Payment made
      as settlement of promissory notes                  |   | -             |   |   | (4,730        | ) |   | (4,730        | )
|Contributed of capital                                                |   | -             |   |   | 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       |   |   | 210,752       |  
|Change in cash                                                        |   | (15,825       | ) |   | 22,982        |   |   | 7,641         |  
|Beginning cash                                                        |   | 23,466        |   |   | 484           |   |   | -             |  
|Ending cash                                                           | $ | 7,641         |   | $ | 23,466        |   | $ | 7,641         |  
|                                                                      |   |               |   |   |               |   |   |               |  
|Supplemental Disclosures                                              |   |               |   |   |               |   |   |               |  
|Cash Paid For:                                                        |   |               |   |   |               |   |   |               |  
|Interest                                                              | $ | -             |   | $ | -             |   | $ | -             |  
|                                                                      |   |               |   |   |               |   |   |               |  
|Income taxes                                                          | $ | -             |   | $ | -             |   | $ | -             |  
|                                                                      |   |               |   |   |               |   |   |               |  
|Schedule of Non-Cash Investing and Financing
      Activities         |   |               |   |   |               |   |   |               |  
|Forgiveness of debt
      (related party)                             | $ | -             |   | $ | 51,319        |   | $ | 51,819        |  
|                                                                      |   |               |   |   |               |   |   |               |  
|Issuance of common
      stock for mineral rights                     | $ | -             |   | $ | 28,750,000    |   | $ | 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 STATEMENTSFor 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 acquired 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.
We plan to initially concentrate on completing a comprehensive review of all the
data available from the previous exploration of our mineral properties 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.

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.           Mineral
Rights 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.           Mineral
  Rights 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.

At present the Company has been issued a default notice on its
  mineral rights obligations due to non payment of the monthly royalty fees. 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 default notice exists between the selling
  party and the Company. At present the dispute has not be resolved and the Company
  is at risk of losing its mineral rights. In the event that we lose our mineral
  rights a total asset value of $9,360,361 will be impaired, resulting in total
  assets of $7,641. The decrease would represent 99% of our total assets.

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. At present the Company has been issued a default notice
  for the unpaid royalty fees. A dispute as to the validity of the default notice
  exists between the selling party and the Company. At present the dispute has
  not be resolved and the Company is at risk of losing its mineral rights. In
  the event that we lose our mineral rights a total asset value of $9,360,361
  will be impaired, resulting in total assets of $7,641. The decrease would represent
  99% of our total assets.

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.

F-16

---

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.

14

---

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.

15

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PART III

Item 10. Directors, Executive Officers and Corporate
Governance.

Directors and Officers

According to our bylaws, the authorized number of directors of
the corporation shall be not less than one and may be as many as set by
resolution of the Board of Directors.

Our current directors and officer are:

|Name                                               | Age | Position                                                                                                                                  
|-------------------------------------------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------
|Len De Melt                                        | 62  | Director,
      President, Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, and Treasurer.
|Elmer Moses Rosales
      Castillo (Elmer Rosales) | 54  | Chairman of the Board of Directors                                                                                                        

The directors will serve as directors until our next annual
shareholder meeting (or, if such meeting is not held, at a special meeting) or
until a successor is elected who accepts the position. Officers hold their
positions at the will of the Board of Directors. There are no other
arrangements, agreements or understandings between non management shareholders
and management under which non-management shareholders may directly or
indirectly participate in or influence the management of our affairs.

Len De Melt, Director President, Chief
Executive Officer, Chief Financial Officer, Principal Accounting Officer,
Secretary, and Treasurer.

Mr. De Melt is an engineering technologist and a graduate of
the Haileybury School of Mines. He also holds a Bachelor of Arts degree in
business and economics and a diploma of mechanical studies from the British
Columbia Institute of Technology. He has held management positions with 12
mining companies internationally and was instrumental in starting and building
six mines, including Gulf Oil's Rabbit Lake mine (uranium), Syncrude mine (oil
sands), Denison Mines' Quintette (coal), Homestake's Golden Bear mine (gold),
BHP's Ekati mine (diamonds) and Goldust's Croiner mine (gold). Mr. De Melt is
well known within the mining industry and brings nearly 30 years of project
management and mine development experience to the company. He was a director of
several public and private mining companies, including Norsemont Resources Inc.
and Vena Resources Inc. Mr. De Melt is 62 years old, and has been self-employed
for the past five years. Mr. De Melt is currently the Chairman and a Director of
Nilam Resources Inc (OTCBB: NILR.OB ). He does not hold any other
directorships in any other companies subject to U.S. reporting requirements.
There are no family relationships between Mr. De Melt and any other directors or
officers of the Dana Resources.

Elmer Moses Rosales Castillo (Elmer Rosales), Chairman of
the Board of Directors

For over thirty years (including the past five years) Mr.
Rosales has been an entrepreneur in the Peruvian mining industry. He presently
serves as the president and general manager of numerous Peruvian mining
companies including MRC1 Exploraciones EIRL and SMRL, Norteamérica XXI, SMRL
Virgen De Las Nieves IV, and SMRL Angelo XXI. Mr Rosales companies presently
own and operate more than 120,000 hectares of mining claims in Peru. He is also
a specialist in setting up agitation and heap leaching plants and operates an
industrial scale pilot plant for this purpose. Mr. Rosales is 54 years old and
does not hold any other directorships in companies subject to U.S. reporting
requirements. There are no family relationships between Mr. Rosales and any
other directors or officers of Dana Resources.

Director Nominees

We do not have a nominating committee. The Board of Directors,
sitting as a Board, selects individuals to stand for election as members of the
Board. Since the Board of Directors does not include a majority of independent
directors, the decision of the Board as to director nominees is made by persons
who have an interest in the outcome of the determination. The Board will
consider candidates for directors proposed by security holders, although no
formal procedures for submitting candidates have been adopted. Unless otherwise
determined, not less than 90 days prior to the next annual Board of Directors'
meeting at which the slate of Board nominees is adopted, the Board will accept
written submissions of proposed nominees that include the name, address and
telephone number of the proposed nominee; a brief statement of the nominees
qualifications to serve as a director; and a statement as to why the shareholder
submitting the proposed nominee believes that the nomination would be in the
best interests of shareholders. If the proposed nominee is not the same person
as the shareholder submitting the name of the nominee, a letter from the nominee
agreeing to the submission of his or her name for consideration should be
provided at the time

16

---

of submission. The letter should be accompanied by a résumé
supporting the nominee's qualifications to serve on the Board of Directors, as
well as a list of references.

The Board identifies director nominees through a combination of
referrals from different people, including management, existing Board members
and security holders. Once a candidate has been identified, the Board reviews
the individual's experience and background and may discuss the proposed nominee
with the source of the recommendation. If the Board believes it to be
appropriate, Board members may meet with the proposed nominee before making a
final determination whether to include the proposed nominee as a member of
management's slate of director nominees submitted to shareholders for election
to the Board.

Among the factors that the Board considers when evaluating
proposed nominees are their knowledge of, and experience in business matters,
finance, capital markets and mergers and acquisitions. The Board may request
additional information from the candidate prior to reaching a determination. The
Board is under no obligation to formally respond to all recommendations,
although as a matter of practice, it will endeavor to do so.

Significant Employees

Other than the directors and officer described above, as of
October 13, 2009, we did not expect any other individuals to make a significant
contribution to our business.

Family Relationships

There are no family relationships among our officer or directors.

No Legal Proceedings

We have been issued a default notice on our mineral rights obligations
  due to non payment of the monthly royalty fee due. As of June 30, 2009, the
  Company has not made any payments towards the royalty fees agreed upon and has
  accrued for a total of $100,000. A dispute as to the validity of the default
  notice exists between the selling party and Dana. As of October 13, 2009, the
  dispute has not been resolved and we are potentially at risk of losing our mineral
  rights. In the event that we lose our mineral rights a total asset value of
  $9,360,361 will be impaired, resulting in total assets of $7,641. The decrease
  would represent 99% of our total assets. Concurrently with the dispute of our
  mineral rights, our Chairman has threatened to resign. As of October 13, 2009
  our dispute with our Chairman has not been resolved.

None of our directors, executive officers, promoters or control
persons has been involved in any of the following events during the past five
years:

- any bankruptcy petition filed by or against any business of which such
  person was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- any conviction in a criminal proceeding or being subject to a pending
  criminal proceeding (excluding traffic violations and other minor offenses);
- being subject to any order, judgment, or decree, not subsequently reversed,
  suspended or vacated, of any court of competent jurisdiction, permanently or
  temporarily enjoining, barring, suspending or otherwise limiting his
  involvement in any type of business, securities or banking activities; or
- being found by a court of competent jurisdiction (in a civil action), the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgment has not been reversed,
  suspended, or vacated.
- Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Securities Exchange Act of 1934 requires
  a companys directors and officers, and persons who own more than ten-percent
  (10%) of the companys common stock, to file with the Securities and Exchange
  Commission reports of ownership on Form 3 and reports of change in ownership
  on Forms 4 and 5. Such officers, directors and ten-percent stockholders are
  also required to furnish the company with copies of all Section 16(a) reports
  they file. Based on the fact that we do not have a class of securities registered
  under the Section 12 of the Securities Exchange Act of 1934, none of our 10%
  shareholders, directors or officers has been required to file reports under
  Section 16(a) of the Securities Exchange Act of 1934.

Code of Ethics

We have not yet adopted a code of ethics that applies to our
principal executive officer, principal financial officer, and principal
accounting officer or controller, or persons performing similar functions
because we have not yet finalized the content of such a code. Companies whose
equity securities are listed for trading on the OTC Bulletin Board are not
currently required to implement a code of ethics.

Nominating Committee

As of October 13, 2009, there have been no material changes to
the procedures by which security holders may recommend nominees to our Board of
Directors.

17

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Audit Committee

The functions of the Audit Committee are currently carried out
by our Board of Directors. Our Board of Directors has determined that we do not
presently need an audit committee financial expert on our Board of Directors
carrying out the duties of the Audit Committee. Our Board of Directors has
determined that the cost of hiring a financial expert to act as one of our
directors and to be a member of the Audit Committee or otherwise perform Audit
Committee functions outweighs the benefits of having a financial expert on the
Audit Committee.

Item 11. Executive Compensation .

The following Summary Compensation Table sets forth the total
annual compensation paid or accrued by us to or for the account of our
Directors, President, Chief Executive Officer and Chief Financial Officer during
the last three completed fiscal years. No other officers or directors received
annual compensation in excess of $100,000 during the last three complete fiscal
years. Subsequent to the end of the last fiscal year represented in the table
below, on September 3, 2008, we appointed Mr. Elmer Rosales as Chairman of our
Board of Directors. Beginning in September 2008, we have agreed to compensate
Mr. Rosales $10,000 per month for both his director services and his managerial
services in relation to the operation of our Peruvian subsidiary, Dana Resources
SAC.

Summary Compensation Table for Directors and Officers

Annual
        Compensation
      Long
        Term CompensationAwards
      Payout(s)NonqualifiedNonequity
      deferredName and
      
      
      
      Stock
      Option
      incentive plan
      **compensation**
      All OtherPrincipal
      
      Salary
      Bonus
      Awards
      Awards
      compensation
      earnings
      Compensation
      TotalPosition
      Year
      $
      $
      $
      $
      $
      $
      $
      $Len De Melt (1)
      2008
      10,000
      0
      0
      0
      0
      0
      0
      10,0002009
      60,000
      
      
      
      
      
      
      60,000Elmer Moses Rosales Castillo (2)
      2008
      0
      0
      0
      0
      0
      0
      0
      02009
      68,500
      0
      0
      0
      0
      0
      0
      68,500


| | (1) | Len De Melt is our President, Chief Executive Officer,
      Chief Financial Officer, Principal Accounting Officer, Secretary,
      Treasurer and Director         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Elmer Moses Rosales Castillo (Elmer Rosales) is the
        Chairman of our Board of Directors and President of Dana Resources, SAC,
        our Peruvian subsidiary

Mr. De Melt and Mr. Rosales each spend approximately 30 hours
per week on our business. Except for the salaries granted to Mr. De Melt and Mr.
Rosales, they do not receive any other compensation as directors or officers or
any health, pension or employment benefits.

Management and Consulting Agreements

On April 29, 2008, we entered into a Management Agreement with
our Director, President, Chief Executive Officer, Chief Financial Officer, Len
De Melt, regarding Mr. De Melts services as our President, Chief Executive
Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and
Treasurer. Pursuant to the agreement, we have agreed to pay to Mr. De Melt
$5,000 per month payable at the conclusion of each month during which he
provides his management services. Payments to Mr. De Melt are to begin at the
end of May, 2008.

On June 3, 2008, we entered into an Agreement for the Assignment
  of Mining Rights (the “Angelo XXI Agreement”) between us and SMRL
  Angelo XXI. Pursuant to that Agreement, we have appointed Elmer Rosales as the
  Chairman of our Board of Directors. We have also agreed to pay to Mr. Rosales
  a net production royalty of 1.5% of the proceeds of minerals mined and sold
  from the properties. Also, a minimum royalty of $10,000 per month is due regardless
  of extraction. Any amounts paid will be deductible from any net production royalties
  payable to SMRL Angelo XXI.

On June 21, 2008, we 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. We are currently disputing the validity of this agreement.
  For conservative purposes we have accrued for $68,500 representing all salaries
  due under the employment agreement.

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Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the Board of Directors or
a committee thereof.

Compensation Committee

We currently do not have a compensation committee of the Board
of Directors. The Board of Directors as a whole determines executive
compensation.

Compensation of Directors

In addition to the fees paid to our Directors in respect of
their management and director services, we reimburse our directors for expenses
incurred in connection with attending board meetings.

We have no standard arrangement pursuant to which our directors
are compensated for their services in their capacity as directors. The Board of
Directors may award special remuneration to any director undertaking any special
services on behalf of our company other than services ordinarily required of a
director. No director received and/or accrued any compensation for his services
as a director, including committee participation and/or special assignments.

Change of Control

As of October 13, 2009, we had no pension plans or compensatory
plans or other arrangements which provide compensation on the event of
termination of employment or change in control of our company.

Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth the ownership, as of October 13,
2009, of our common stock by each of our directors, and by all executive
officers and directors as a group, and by each person known to us who is the
beneficial owner of more than 5% of any class of our securities. As of October
13, 2009, there were 50,320,480 common shares issued and outstanding. All
persons named have sole voting and investment power with respect to the shares,
except as otherwise noted. The number of shares described below includes shares
which the beneficial owner described has the right to acquire within 60 days of
the date of this Annual Report.

|Title of Class | Name and Address of 
      Beneficial Owner                                                     | Amount and Nature of Beneficial Ownership | Percent of Class ( 1)
|-------------- | ----------------------------------------------------------------------------------------------- | ----------------------------------------- | ---------------------
|Common         | Len De Melt (2) 
      810 Malecon Cisneros 
      Miraflores 
      Lima, Peru 
      R5 18    | 2,020,000                                 | 4.01%                
|Common         | Elmer Moses Rosales Castillo 
      Casimiro Espejo 150 
      San Isidro, Lima 
      Peru (3) | 25,000,000 (4)                            | 49.68%               
|               | All Officers and Directors as a 
      Group                                                    | 27,020,000                                | 53.69%               
|Total          |                                                                                                 | 27,020,000                                | 53.69%               

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|(1) | Based on 50,320,480 issued and outstanding shares of
        common stock as of October 13, 2009 plus common shares issuable to the
        individual security holder upon exercise of options and warrants.                                                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Len De Melt is our President, Secretary, Treasurer,
        Chief Executive Officer, Principal Accounting Officer and our director.                                                                                                                                                                                                                
|(3) | Elmer Moses Rosales Castillo is our director and the
        Chairman of our Board of Directors                                                                                                                                                                                                                                                    
|(4) | Includes 2,000,000 shares held by SMRL Virgen De Las
        Nieves IV, a Peruvian corporation. To our knowledge Elmer Moses Rosales
        Castillo had sole voting and dispositive control over securities held
        by SMRL Virgen De Las Nieves IV. Item 13. Certain Relationships, Related
        Transactions, and Director Independence

Item 13. Certain Relationships, Related Transactions, and
Director Independence.

Not Applicable.

Director Independence

Our securities are quoted on the OTC Bulletin Board which does
not have any director independence requirements. Mr. Len De Melt and Mr. Elmer
Rosales are presently our only two directors and do not meet any of the
definitions for independent directors. Once we engage further directors and
officers, we will develop a definition of independence and scrutinize our Board
of Directors with regard to this definition.

Item 14. Principal Accountant Fees and Services

Audit, Audit-Related and Non-Audit Fees

The following table represents fees for the professional audit
services and fees billed for other services rendered by our current auditors, De
Joya Griffith & Company LLC, for the audit of our annual financial
statements for the years ended June 30, 2009 and June 30, 2008 and any other
fees billed for other services rendered De Joya Griffith & Company LLC
during that period.

|                         | Fees (July 1, 2008 to June 30, 2009) | Fees (July 21, 2007 to June 30, 2008)
|------------------------ | ------------------------------------ | -------------------------------------
|Description of Service   |                                      | 2008)                                
|                         | ($)                                  | ($)                                  
|Audit fees               | 20,000                               | 20,000                               
|Audit-related
      fees | Nil                                  | Nil                                  
|Tax fees                 | Nil                                  | Nil                                  
|All other
      fees     | Nil                                  | Nil                                  
|Total                    | 20,000                               | 20,000                               

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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.                                                                                                   
|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.                                                   
|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.                                     
|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.                                                                                                                        
|10.3    | Agreement for the Assignment of Mining Rights between Dana
        Resources and SMRL Angelo XXI date June 3, 2008. (2)                                                                                          
|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) Incorporated by reference as exhibit 10.2 of our Report on
Form 8-K filed on March 13, 2008. (2) Incorporated by reference as exhibit
10.2 of our Report on Form 8-K filed on June 9, 2008.

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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: October 13, 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 | October 13, 2009
|Len De
      Melt | Accounting Officer, Secretary, Treasurer and Director                        |                 

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