UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION


Washington, DC
20549






FORM
10-K






þANNUAL REPORT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year
ended June 30, 2008




oTRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934






For the transition
period from ___________ to ___________.






Commission file number 333-1421-28








Dana
Resources




(Exact
name of registrant as specified in its charter)






Wyoming
            n/a(State or other jurisdiction of incorporation
      or organization)
            (I.R.S.
      Employer Identification No.)810
      Malecon CisnerosMiraflores,
      LimaPeru
      R5 18
            380
      44 331 6201(Address
      of principal executive offices) (Zip Code)
            (Registrant’s
      telephone number, including area
code)




Danapc.com


(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. o




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




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.þ




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.
þ




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 o        Accelerated
filer o        Non-accelerated
filer o     Smaller reporting
companyþ
  Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act) Noþ
 
 Aggregate market value of the voting stock of the
registrant held by non-affiliates of the registrant at December 31, 2007
(computed by reference to the latest price at which the common equity was sold;
$0.0029):$11,600
 Number of common
shares outstanding at September 25, 2008: 75,280,710







TABLE
      OF CONTENTSPART
      I
            1Item 1.
      Description of Business
            1Item 1A. Risk
      Factors
            6Item 1B. Unresolved Staff
      Comments
            6Item 2. Description of Property
            7Item 3. Legal Proceedings
            12Item 4. Submission of Matters to a Vote of Security
      Holders
            12PART II
            13Item 5. Market for Common Equity and Related Stockholder
      Matters
            13Item 6. Selected Financial
Data
            14Item 7.
      Management's Discussion and Analysisand Results
      of Operation
            14Item 7A. Quantitative and Qualitative Disclosures about Market
      Risk
            16Item 8. Financial Statements and Supplementary
      Data
            16Item 9. Changes In and Disagreements with Accountants on
      Accounting and Financial
      Disclosure
            17Item 9A. Controls and
      Procedures
            17Item 9A(T). Controls and
      Procedures
            17Item 9B. Other Information
            18PART III
            19Item 10. Directors, Executive Officers, Promoters and Control
      Persons; Compliance with Section 16(a) of the Exchange
      Act
            19Item 11. Executive Compensation
            21Item 12. Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder
      Matters
            24Item 13. Certain Relationships, Related Transactions and
      Director IndependenceItem 14. Principal Accountant Fees and
      Services
            25PART IV
            26Item 15. Exhibits and Financial Statement
      Schedules
            26Exhibits




















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 5,640,000 (pre-split) shares that were
subject to a Lockup Agreement dated July 31, 2007, as well as 9,642, 847
(pre-split) shares owned by our former officer and director.  The
total number of cancelled shares is 15,282,847 (pre-split) shares, resulting in
717,153 shares outstanding before the forward stock split and 50,200,710 shares
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, 2008, we had incurred
net losses since inception in the amount of $20,699,924. 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.




1


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. As of September 25, 2008, we
have not completed the registration of title to the properties in our
name.  On September 24, 2008, we incorporated a wholly owned Peruvian
subsidiary, Dana Resources SAC, which will be 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.




The purchase of the
properties was completed pursuant to the Agreement for the Assignment of Mining
Rights (the “Angelo XXI Agreement”) between us and SMRL Angelo XXI entered
into on June 3, 2008, which agreement replaced the letter of intent between
us and SMRL Angelo XXI entered into 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 of $19,400,000 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. 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 $10,000 per month for his director and managerial
services commencing in September, 2008. Any amounts paid to Mr. Rosales in
respect of fees for services will be deductible from any net production
royalties payable to SMRL Angelo XXI.  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 75,280,710 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.




2


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 theirmineral 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.






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.






3


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 Cadastregrants 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.




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.


4




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.


5


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 September 25, 2008, 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 September 25, 2008, 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.






6




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.




Glossary:




Term
            DefinitionAndes
            the world's
      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 mineralsBasalt
            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 mountainsCretaceous
            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 goldDacitic
      (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
      surfaceEocene
            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
      earths crustGoethite
            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
      magmaGround
      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 rockHydrothermal
            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 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 agoPhyllitic(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 magmaPorphyric(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 lusterSilica/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 crustTonalitic
      (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.






7




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.




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.




8


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.
            Surface
      Area (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).




9




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.




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
            DepartmentINFIERNILLO
      XXI
            01-00594-07
            1000
            Chamaca
            Chumbivilcas
            CuzcoINFIERNILLO
      XXII
            01-00847-07
            952.29
            Chamaca
            Chumbivilcas
            CuzcoINFIERNILLO
      XXIII
            01-00847-07
            1000
            Chamaca
            Chumbivilcas
            CuzcoINFIERNILLO
      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.


10




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.










11


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.






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.






12


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. Thefollowing
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual
transactions:




Period
            High
            LowJuly 1, 2008
      – September 25, 2008
            $1.75
            $0.70April 1, 2008
      – June 30, 2008
            $2.25
            $1.00January 1,
      2008 – March 31, 2008
            $2.00
            $0.12October 1,
      2007 – December 31, 2007
            $0.0029
            $0.0029September 1,
      2007 – September 30, 2007
            $0.00
            $0.00




Stockholders






As
of September 25, 2008, there were 75,280,710 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 September 25, 2008.




Recent
Sales of Unregistered Securities




On
May 8, 2008, we issued 25,000,000 restricted common shares valued at $1.15 per
share to two non-U.S. individuals for the purchase of 19 patented and unpatented
mining concessions pursuant to the Agreement for the Assignment of Mining Rights
between us and Angelo XXI entered into on June 3, 2008, which agreement replaced
the letter of intent between us and Angelo XXI entered into on March 8, 2008 as
disclosed in our report on Form 8-K filed on March 13, 2008. The total value of
the transaction was $28,750,000, based on the closing price of our common stock
as quoted on the OTC Bulletin Board on June 3, 2008.




With respect to the
unregistered sales made, we relied on Regulation S of the Securities Act of
1933, as amended. We did not engage in any directed selling efforts, as defined
in Regulation S, in the United States in connection with the sale of the shares.
Each investor was not a US person, as defined in Regulation S, and was not
acquiring the shares for the account or benefit of a US person.




13




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 on-going 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, 2008, we
had cash of $23,466 in our bank accounts and a working capital deficit of
$22,833. As of June 30, 2008, we had total assets of $9,373,466 and total
liabilities of $ 46,299.




Our net loss of $19,553,948 from July 21, 2006 (date of inception) to
June 30, 2008 was mostly funded by a combination of private placements and
loans. From July 21, 2006 (date of inception) to June 30, 2008, we raised net
proceeds of $96,000 in cash from the issuance of common stock. On April 22,
2008, we received loans from Hudson Capital Corp (management consulting firm) 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.


Since July 21, 2006 (date of inception) to June 30, 2008, we raised net
proceeds of $116,272 in cash from financing activities.
  We used
net cash of $93,290 in operating activities for the year ended June 30, 2008
compared to $4,516 for the year ended June 30, 2007. The large difference is
attributed to an increase in general and administrative expenses and mineral
property costs.
  We received net cash of $116,272 from financing activities for the year
ended June 30, 2008 compared to $5,000 for the year ended June 30,
2007.  The increase of net cash from financing activities received in
fiscal 2008 was primarily due to more 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 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.


14






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, 2008. As of June 30, 2008, we had an
accumulated deficit of $20,699,924. 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, 2008 and 2007 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, 2008, our total
expenses were $201,584. The components of our total expenses since inception to
June 30, 2008 consist of: $154,331 for general and administrative expenses
$25,000 for mining expenses and $22,253 for land claim fees.
   Our total expenses increased by $117,632 to $159,608 for the year ended
June 30, 2008 from $41,976 for the year ended June 30, 2007. 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 professional fees, consulting fees, foreign
exchange loss, mineral property costs, 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 $70,379 from $41,976 for the year ended June, 2007 to
$112,355 for the year ended June 30, 2008. The increase in other general and
administrative costs was mainly due to our increased day to day operation
activities.  Our land
claim fees increased from $0 during the period from July 21, 2006 (date of
inception) until June 30, 2008 to $22,253 for the year ended June 30,
2008.  The increase in land claim fees resulted from our acquisition
of mineral properties during fiscal year 2008.
  Since it has not been determined whether there are proven or probable
reserves on our properties, we recognized impairment losses of mineral property
acquisition costs. Our impairment of mineral property costs increased to
$19,400,000 for the year ended June 30, 2008 from $0 for the year ended June 30,
2007, because we recognized an impairment loss related to acquisition of mineral
properties during fiscal year 2008.




15




Net Loss
   For the year ended June 30, 2008 we incurred net loss of $19,553,948
compared to $41,976 for the year ended June 30, 2007. From July 21, 2006 (date
of inception) to June 30, 2008, we incurred an aggregate net loss of
$19,595,924. 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 $0.03 per share
for the year ended June 30, 2008 and net loss of $0.00 per share for the year
ended June 30, 2007.




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,
2008 follow as pages F-1 through F-14







16





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
   We have audited the accompanying balance sheets of Dana Resources as of
June 30, 2008 and 2007, and the related statements of operations, stockholders’
equity (deficit), and cash flows for the year ended June 30, 2008 and the
periods from July 21, 2006 (inception) through June 30, 2007 and 2008. 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, 2008 and 2007, and the results of its operations and cash flows for the
year ended June 30, 2008 and the periods from July 21, 2006 (inception) through
June 30, 2007 and 2008 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
 September 29, 2008


2580
Anthem Village Drive, Henderson, NV  89052
 Telephone (702) 588-5960  ●  Facsimile (702)
588-5979
 F-1
  DANA RESOURCES(An Exploration Stage Company)BALANCE SHEETS(AUDITED)June 30, 2008
              June 30, 2007ASSETSCurrent assetsCash
              $ 23,466
              $ 484Total current assets
              23,466
              484Mineral rights
              9,350,000
              -Total assets
              $ 9,373,466
              $
      484LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current liabilitiesAccounts payable
              $ 773
              $ -Accounts payable (related party)
              7,679
              23,800Accrued expenses
              37,847
              13,160Total current liabilities
              46,299
              36,960Total liabilities
              46,299
              36,960STOCKHOLDERS' EQUITY (DEFICIT)Preferred stock;
      $.001 par value; unlimited authorized; none issued and outstanding
              -
              -Common stock;
      $.001 par value; unlimited authorized75,280,710 (2008) issued and
      outstanding; 1,120,000,000 (2007)
              75,281
              1,120,000Additional paid in capital
              29,951,810
              500Subscriptions receivable
              -
              (11,000)Deficit accumulated during the exploration
    stage
              (20,699,924)
              (1,145,976)Total stockholders' equity (deficit)
              9,327,167
              (36,476)TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)
              $
      9,373,466
              $ 484
  The
Accompanying Notes are an Integral Part of these Financial
Statements.
   F-2
   DANA RESOURCES(An Exploration Stage Company)STATEMENTS OF OPERATIONS(AUDITED)July 21, 2006
              July 21, 2006Year Ended
              (Inception)
              (Inception)June 30, 2008
              Through June 30, 2007
              Through June 30, 2008Revenues
              $ -
              $
      -
              $ -ExpensesGeneral and administrative expenses
              112,355
              41,976
              154,331Mining Expenses
              25,000
              -
              25,000Land claim fees
              22,253
              -
              22,253Total expenses
              159,608
              41,976
              201,584Loss from operations
              (159,608)
              (41,976)
              (201,584)Other income (expense)Gain on debt settlement
              5,660
              -
              5,660Loss on impairment
              (19,400,000)
              -
              (19,400,000)Total other income (expense)
              (19,394,340)
              -
              (19,394,340)Net loss
              $ (19,553,948)
              $ (41,976)
              $(19,595,924)Net loss per share basic
              $
      (0.03)
              $ (0.00)Weighted average number of shares
              729,395,879
              1,120,000,000




The
Accompanying Notes are an Integral Part of these Financial
Statements.


F-3
  DANA RESOURCES(An Exploration Stage Company)STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)(AUDITED)Additional
                  Common
                  DeficitAccumulatedPreferred Stock
                  Preferred Stock
                  Common Stock
                  Common Stock
                  Paid-In
                  Stock
                  During theShares
                  Value
                  Shares
                  Value
                  Capital
                  Subscribed
                  ExplorationStage
                  TotalBalance at  Inception July 21, 2006
                  -
                  $-
                  -
                  $-
                  $-
                  $-
                  $-
                  $-Stock issued for cash and subscription
    receivable
                  -
                  -
                  1,120,000,000
                  1,120,000
                  -
                  (11,000)
                  (1,104,000)
                  5,000Forgiveness of debt - related party
                  -
                  -
                  -
                  -
                  500
                  
                  
                  500Net 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
                  -
                  11,000Contributed capital
                  -
                  -
                  -
                  -
                  15,272
                  -
                  -
                  15,272Fogiveness of debt - related party
                  -
                  -
                  -
                  -
                  51,319
                  -
                  -
                  51,319Shares issued for mineral rights
                  -
                  -
                  25,000,000
                  25,000
                  28,725,000
                  -
                  -
                  28,750,000Shares issued for cash
                  -
                  -
                  80,000
                  80
                  79,920
                  -
                  -
                  80,000Contributed capital - mining expenses
                  -
                  -
                  -
                  -
                  10,000
                  -
                  -
                  10,000Net 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
 The
Accomanying Notes are an Integral Part of these Financial
Statements
 F-4
  DANA RESOURCES(An Exploration Stage Company)STATEMENTS OF CASH FLOWS(AUDITED)July 21, 2006Year Ended
              July 21, 2006
                (Inception)
              (Inception)
                ThroughJune 30, 2008
              June 30, 2007
              June 30, 2008Cash Flows from Operating Activities:Net
      loss
              $(19,553,948)
              $ (41,976)
              $
      (19,595,924)4)Adustments to reconcile net loss to net cash used in operating
      activities:Impairment of mineral rights
              19,400,000
              -
              19,400,000Gain on settlement of debt
              (5,660)
              
              (5,660)Changes in operating assets and liabilities:Accounts
payable
              773
              -
              773Accounts payable (related party)
              40,858
              24,300
              65,158Accrued expenses
              24,687
              13,160
              37,847Net cash used by operating activities
              (93,290)
              (4,516)
              (97,806)Cash Flows from Financing Activities:Proceeds from promissory notes
              4,730
              -
              4,730Payment made as settlement of promissory notes
              (4,730)
              -
              (4,730)Contributed of capital
              25,272
              -
              25,272Proceeds from sale of common stock
              91,000
              5,000
              96,000Net cash provided by financing activities
              116,272
              5,000
              121,272Change in cash
              22,982
              484
              23,466Beginning cash
              484
              -
              -Ending cash
              $ 23,466
              $ 484
              $ 23,466Supplemental DisclosuresCash Paid For:Interest
              $ -
              $ -
              $ -Income taxes
              $  -
              $ -
              $ -Schedule of Non-Cash Investing and Financing
      ActivitiesForgiveness of debt (related party)
              $51,319
              $500
              $ 51,819Issuance 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
 DANA RESOURCES
 (An Exploration Stage Company)
 June 30, 2008 and 2007
 NOTES TO THE FINANCIAL STATEMENTS
 (AUDITED)
  
 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 8).   Additionally the Company will no longer
engage in the computer business as the Company has not yet generated revenue
from that business model. 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, 2008, the Company
had no revenues and an accumulated deficit of $20,699,924.  These
factors raise substantial doubt about the ability of the Company to continue as
a going concern.  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)
 June 30, 2008 and 2007
 NOTES TO THE FINANCIAL STATEMENTS
 (AUDITED)
  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)
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.
  Based
upon the Company's business plan, it is an exploration stage company.
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 and cash
flows from inception to the current balance sheet date.


c)
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.
  d)
Financial Instruments
  The
carrying value of cash and accrued liabilities approximates their fair value
because of the short maturity of these instruments.
  e)
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.
  f)
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.  (See note 6).
   F-7
 DANA RESOURCES
 (An Exploration Stage Company)
 June 30, 2008 and 2007
 NOTES TO THE FINANCIAL STATEMENTS
 (AUDITED)
  3.
Summary of Significant Accounting Policies (Continued)
  g) 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 June 30, 2008, the Company had no
potentially dilutive securities.  The per share calculation reflects
the effect of the stock split on a retroactive basis.
  h)
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.
  i)
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 (refer to Note 8).
  j)
Reclassifications
  Certain
amounts in the June 30, 2007 financial statements have been reclassified to
conform to the June 30, 2008 presentation. These reclassifications had no effect
on the previously reported net loss.  Specifically these items are
common stock and retained earnings.
     F-8
 DANA RESOURCES
 (An Exploration Stage Company)
 June 30, 2008 and 2007
 NOTES TO THE FINANCIAL STATEMENTS
 (AUDITED)
  3.  Summary of Significant Accounting Policies
(Continued)
  k)
Recently Enacted Accounting Standards
  In
September 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Statement No. 157, "Fair Value Measurements" ("FAS 157"). FAS 157 defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
The provisions of FAS 157 were adopted January 1, 2008. In February 2008, the
FASB staff issued Staff Position No. 157-2 "Effective Date of FASB Statement No.
157" ("FSP FAS 157-2"). FSP FAS 157-2 delayed the effective date of FAS 157 for
nonfinancial assets and nonfinancial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). The provisions of FSP FAS 157-2 are effective for the
Company's fiscal year beginning January 1, 2009.
  In
February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (“FAS 159”). FAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. We do not expect that the adoption of SFAS 159 will have a
material impact on our financial condition or results of
operations.
  In
December 2007, the FASB issued SFAS No. 141 (R), “Business Combinations (revised
2007)” (“SFAS 141 (R)”). SFAS 141 (R) applies the acquisition method of
accounting for business combinations established in SFAS 141 to all acquisitions
where the acquirer gains a controlling interest, regardless of whether
consideration was exchanged. Consistent with SFAS 141, SFAS 141 (R) requires the
acquirer to fair value the assets and liabilities of the acquiree and record
goodwill on bargain purchases, with main difference the application to all
acquisitions where control is achieved. SFAS 141 (R) is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and will be
adopted by the Company in the first quarter of fiscal year 2009. We do not
expect that the adoption of SFAS 141 will have a material impact on our
financial condition or results of operation.
  In
December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51" which applies to
all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have an
outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary.  The statement is effective for annual
periods beginning after December 15, 2008.
  In March 2008, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities -
an amendment to FASB Statement No. 133".  SFAS No. 161 is intended to
improve financial standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows.  Entities are required to provide enhanced disclosures about:
(a) how and why an entity uses derivative instruments; (b) how derivative
instruments and related hedged items are accounted for, under Statement 133 and
its related interpretations; and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. It is effective for financial statements issued for fiscal years
beginning after November 15, 2008,
with early adoption encouraged.  The Company is currently evaluating
the impact ofSFAS No. 161 on its
financial statements and the adoption of this statement is not expected to have
a material effect on the Company's financial
statements.
  F-9
 DANA RESOURCES
 (An Exploration Stage Company)
 June 30, 2008 and 2007
 NOTES TO THE FINANCIAL STATEMENTS
 (AUDITED)
  3. Summary of Significant Accounting Policies
(continued)
  k)
Recently Enacted Accounting Standards (continued)
  In
May 2008, the FASB issued Statement of Financial Accounting Standards
No. 162, “The Hierarchy of Generally Accepted Accounting Principles,”
(“SFAS 162”).  SFAS 162 identifies the sources of accounting principles and
the framework for selecting the principles used in the preparation of financial
statements of non-governmental entities that are presented in conformity with
generally accepted accounting principles in the United States of America. 
SFAS 162 will be effective 60 days after the Securities and Exchange
Commission approves the Public Company Accounting Oversight Board’s amendments
to AU Section 411.  The Company does not anticipate the adoption of
SFAS 162 will have an impact on its financial statements.
  In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts an interpretation of FASB Statement No. 60.”  SFAS 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation.  This
Statement also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will
increase comparability in financial reporting of financial guarantee insurance
contracts by insurance enterprises. This Statement requires expanded disclosures
about financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements.  SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008.  The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.
   F-10
 DANA RESOURCES
 (An Exploration Stage Company)
 June 30, 2008 and 2007
 NOTES TO THE FINANCIAL STATEMENTS
 (AUDITED)
   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 16,000,000 (pre-split) shares of common stock
to various individuals including 10,000,000 (pre-split) shares which were issued
to an officer/shareholder of the Company; the remaining 6,000,000 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 (post-split) shares subject to a Lockup Agreement dated July 31,
2007 as well as 674,999,290 (post-split) shares owned by the sole officer and
director at that time.  The total number of cancelled shares is
1,069,799,280 (post-split) shares, 50,200,710 shares after the stock
split.  All share amounts have been retroactively restated for all
periods presented.
  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.
  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.  The
CEO of the Company contributed $10,000 for working capital purposes 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 8).
  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).
  As of
June 30, 2008, there are 75,280,710 shares issued and
outstanding.
   F-11
 DANA RESOURCES
 (An Exploration Stage Company)
 June 30, 2008 and 2007
 NOTES TO THE FINANCIAL STATEMENTS
 (AUDITED)
  4.
Stockholders’ Equity (Deficit) (Continued)
  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, 2008, 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.
  6. Income Taxes
  At June
30, 2008 and 2007, the Company had a federal operating loss carryforward of
approximately $171,000 and $42,000, respectively, which begins to expire in
2026.  The provision for income taxes are $0, for the years ended June
30, 2008 and 2007.
   Components of net deferred tax assets, including a valuation allowance,
are as follows at June 30:
  2008
              2007Deferred tax assets:Net operating loss carryforward
              $
      58,115
              $
      14,272Total deferred tax assets
              58,115
              14,272Less: Valuation Allowance
              (58,115)
              (14,272)Net Deferred Tax Assets
              $
      -
              $ -
     F-12
 DANA RESOURCES
 (An Exploration Stage Company)
 June 30, 2008 and 2007
 NOTES TO THE FINANCIAL STATEMENTS
 (AUDITED)
  6. Income Taxes (Continued)
  The
valuation allowance for deferred tax assets as of June 30, 2008 and 2007 was
$58,115 and $14,272, 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, 2008 and
2007, 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:
  2008
              2007Federal
      statutory tax rate
              (34)%
              (34)%Change in
      valuation allowance
              34%
              34%
  
 7. 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.
  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 have
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 witch $10,000 was contributed by the CEO and
has waived any rights of repayment.
   F-13
 DANA
RESOURCES
 (An
Exploration Stage Company)
 June
30, 2008 and 2007
 NOTES
TO THE FINANCIAL STATEMENTS
 (AUDITED))
  7. Rlated
Party Transaction (Continued)
  e) As of June 30,
2008 and 2007, outstanding advances made to the Company by Len De Melt, the
Company’s current president, and by a former shareholder/officer, respectively,
were $7,679 and $23,800.
  8. 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.  The Company
issued 25,000,000 shares, valuing the asset at the fair value of the underlying
stock as of the agreement date was $28,750,000.  On 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 141 and FAS 142, 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 sentence) 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:
  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 $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.
  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 for an indefinite term.  The Company has accrued $10,000 as of
June 30, 2008.
  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 are to be paid on
October, 2008.  The Company has accrued $15,000 in accrued
expenses.
  Additionally on
June 3, 2008, the Company has agreed to a mining agreement with Elmer Rosales.
As per the agreement, the Company will compensate Mr. Rosales $10,000 per month
commencing in September 2008.
  10. Subsequent
Events
  On September 23,
2008 the Company amended its articles of incorporation to change the par value
of its common and preferred stock from $0 per share to $.001 per
share.
  On September 24,
2008, the Company incorporated a wholly owned Peruvian subsidiary, Dana
Resources SAC.
 F-14




Item
9. Changes In and Disagreements with Accountantson 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, 2008 have been included in
this form 10-K in reliance upon De Joya Griffith & Company LLC, Certified
Public Accountants & Consultants, as experts in accounting and
auditing.






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, 2008. 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.










17




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, 2008 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, 2008 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, 2008, we determined that the following deficiencies constituted a
material weakness, as described below.
 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, 2008 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, 2008.
  Item 9B. Other Information
  None.
  18




PART
III




Item
10. Directors, Executive Officers and CorporateGovernance.




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
            PositionLen 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.


19


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 bestinterests 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
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 September 25, 2008, 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




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







20




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 September 25, 2008, there have been no material changes to the procedures by
which security holders may recommend nominees to our Board of
Directors.




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.








21




Summary
Compensation Table for Directors and Officers




Annual
      Compensation
            Long
      Term CompensationAwards
            Payout(s)Name
      and Principal Position
            Year
            Salary
              $
            Bonus
              $
            Stock
      Awards
              $
            Option
      Awards
              $
            Nonequity
      incentive plan compensation
              $
            Nonqualified
      deferred compensation earnings
              $
            All
      Other
              Compensation
              $
            Total$Yuri
      Semenov(1)
            2005
            18,000
            0
            0
            0
            0
            0
            0
            18,0002006
            0
            0
            0
            0
            0
            0
            0
            02007
            0
            0
            0
            0
            0
            0
            0
            0Len De
      Melt(2)
            2008
            10,000
            0
            0
            0
            0
            0
            0
            10,000




(1)
            Yuri Semenov
      is our former President, Chief Financial Officer, Secretary and
      Director.


(2)
            Len De Melt
      is our President, Chief Executive Officer, Chief Financial Officer,
      Principal Accounting Officer, Secretary, Treasurer and
      Director




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 $10,000 per month for both his director services and for his managerial
services as manager of our Peruvian subsidiary, Dana Resources SAC, beginning
September 2008.






22


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 September 25,
2008, 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.






23




Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.
  The following table
sets forth the ownership, as of September 25, 2008, 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 September 25, 2008, there were 75,280,710 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 belowincludes 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
      andNature of Beneficial Ownership
            Percent ofClass
      (1)Common
            Yuri Semenov
      (2)Pushkinska 20-3
              Kiev,
      Ukraine
            10,000,000
            13.28%Common
            Jehu Hand
      (3)
              24351 Pasto
      Road,
              Suite
      B
              Dana Point,
      California 92629
            2,000,000   (4)
            2.65%Common
            Len De Melt
      (5)810
      Malecon Cisneros Miraflores
              Lima,
      Peru
              R5
      18
            12,000,000
            15.94%Common
            Elmer Moses
      Rosales Castillo
              Casimiro
      Espejo 150
              San Isidro,
      Lima
              Peru
      (6)
            25,000,000
      (7)
            33.20%All Officers
      and Directors as a Group
            49,000,000
            65.07%Total
            
            49,000,000
            65.07%




(1)
            Based on
      75,280,710 issued and outstanding shares of common stock as of September
      25, 2008 plus common shares issuable to the individual security holder
      upon exercise of options and
warrants.


(2)
            Yuri Semenov
      resigned as our President and Chief Financial Officer as of April 28,
      2008, and as our director effective April 29,
  2008.


(3)
            Jehu Hand
      resigned as our Secretary as of February 22,
  2008.


(4)
            Includes
      1,000,000 shares held by Ecco Petroleum Family Limited Partnership
      and1,000,000 shares held by Sheridan Clearing Corporation. To our
      knowledge, Mr. Hand has voting and dispositive control over securities
      held by Ecco Petroleum Family Limited Partnership. Sheridan Clearing
      Corporation is the nominee Arrakis Select Inc.  To our
      knowledge, Mr. Hand has sole voting and dispositive control over
      securities held by Arrakis Select
Inc.


(5)
            Len De Melt
      is our President, Secretary, Treasurer, Chief Executive Officer, Principal
      Accounting Officer and our director.(6)
            Elmer
      Moses Rosales Castillo is our director and the Chairman of our Board of
      Directors(7)
            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







24





Item
13. Certain Relationships, Related Transactions, and DirectorIndependence.




During the quarter
ended March 31, 2007, our former President, Secretary and Chief Financial
Officer, Yuri Semenov advanced $1,800 to us in respect of web development
costs.  Mr. Semenov also 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 to Mr. Semenov was forgiven.




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
April 29, 2008, we entered into a Management Agreement with our director, 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
completed the purchase of 19 patented and unpatented base and precious metal
mining concessions located in the provinces of Chumbivilcas, Recuay, Piura,
Huaytara, Pallasca, and Huancabamba, Peru, from SMRL Angelo XXI, a Peruvian
corporation. The purchase was completed pursuant to the Agreement for the
Assignment of Mining Rights between us and Angelo XXI entered into on June 3,
2008, which agreement replaced the letter of intent between us and Angelo XXI
entered into 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. Angelo XXI
is also entitled to receive a net production royalty of 1.5% of the proceeds of
minerals mined and sold from the Concessions. We are also responsible for all
costs associated with transferring and maintaining the title to the Concessions,
including payment of approximately $23,000 in past 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 Mr. Elmer Rosales, now
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.  Pursuant to the agreement, we have
appointed Mr. Rosales as Chairman of our Board of Directors and as general
manager of our future Peruvian subsidiary.  We have also agreed to pay
to Mr. Rosales or his appointee $10,000 per month for his Director and
managerial services beginning in September 2008.  Any amounts paid to
Mr. Rosales in respect of fees for services will be deductible from any net
production royalties payable to Angelo XXI.




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 bring our total issued and
outstanding common stock to 75,280,710 and gives Mr. Rosales control over
approximately 33% of our issued and outstanding capital stock.
   There was no
material relationship between us or our affiliates and Angelo XXI, other than in
respect of the material definitive agreement entered into.
  As of June 30, 2008
and 2007, outstanding advances made to the Company by Len De Melt, the Company’s
president and a former shareholder/officer, respectively, were  $7,679
and $23,800.
  As of September 25,
2008 we have not had a need to rent office space.  Len De Melt, our
director, President, CEO and CFO allows us to use his offices, as needed, at no
expense to us.
  Other than as
described above, we have not entered into any transactions with our officers,
directors, persons nominated for these positions, beneficial owners of 5% or
more of our common stock, or family members of these persons wherein the amount
involved in the transaction or a series of similar transactions exceeded the
lesser of $120,000 or 1% of our total assets for the last one fiscal
year.
  Director
Independence
  Our securities are
quoted on the OTC Bulletin Board which does not have any director independence
requirements. Mr. Len De Melt and Mr. Elmer Rosales are presently our only two
directors and do not meet any of the definitions for independent directors. Once
we engage further directors and officers, we will develop a definition of
independence and scrutinize our Board of Directors with regard to this
definition.
  Item 14. Principal Accountant Fees and Services
  Audit,
Audit-Related and Non-Audit Fees
  The following table
represents fees for the professional audit services and fees billed for other
services rendered by our current auditors, De Joya Griffith & Company LLC,
for the audit of our annual financial statements for the years ended June 30,
2008 and June 30, 2007 and any other fees billed for other services rendered De
Joya Griffith & Company LLC during that period.
 Description
      of Service
                Fees
      (July 1, 2007 to June 30, 2008)
                  ($)
                Fees
      (July 21, 2006 (Inception) June 30, 2007)
                  ($)Audit
      fees
                20,000
                7,750Audit-related
      fees
                Nil
                NilTax
      fees
                Nil
                NilAll
      other fees
                Nil
                NilTotal
                20,000
                7,750




25




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
      Number
            Exhibit
              Description3.1
            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 September 25, 2008.10.1
            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.






26


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
      ResourcesDate: October 14,
      2008
            By:/s/
      Len De MeltLen De
      MeltPresident, 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
              Len
      De Melt
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer,  Secretary, Treasurer and Director
            October 14,
      2008