UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-KSB





[ X
      ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934For
      the fiscal year ended August 31,
      2008[    ]  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934For
      the transition period from _________________ to
      __________________Commission
      file number: 333-141505Dunn
      Mining Inc.(Name
      of small business issuer in its charter)Nevada
            98-0554790(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)9867
      Okanagan Centre Road West
              Lake
      Country B.C. V4V 2J3(Address
      of principal executive offices)250-317-8438Issuer’s
      telephone numberSecurities
      to be registered pursuant to Section 12(b) of the Act:Title
      of each class
            Name
      of each exchange on whichto
      be so registered
            each
      class is to be registeredNone
            NoneSecurities
      to be registered pursuant to Section 12(g) of the Act:Common
      Stock(Title
      of Class)





Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.





Yes
[X]                          No  [   ]








Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.





Yes
[X]                          No  [   ]





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





State
issuer’s revenues for its most recent fiscal year:  Nil





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.  (See definition of affiliate
in Rule 12b-2 of the Exchange Act.)





$81,000 as at September 10,
2008 based on the last sale price of our common stock





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.





5,620,000shares of common stock as
at September 10, 2008





























2





TABLE OF
CONTENTS





Page





ITEM 1:  DESCRIPTION OF BUSINESS
            4ITEM 2:  DESCRIPTION OF PROPERTY
            6ITEM 3:  LEGAL PROCEEDINGS
            6ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
            6ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS
            7ITEM 6:  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN
      OF OPERATION
            7ITEM 7:  FINANCIAL STATEMENTS
            8ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
            19ITEM 8A:  CONTROLS AND
PROCEDURES
            19ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
      CONTROL PERSONS
            19ITEM 10:  EXECUTIVE COMPENSATION
            21ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT
            21ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS
            22ITEM 13:  EXHIBITS AND REPORTS
            22ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
            22























3


PART
I




ITEM 1:  DESCRIPTION OF BUSINESS





In
General





On May
15, 2006, we entered into an agreement with Mr. Terry Loney of Garson, Ontario,
whereby he agreed to sell to us one mineral claim located approximately 100
kilometers south of Smithers, British Columbia in an area having the potential
to contain gold mineralization or deposits.  In order to acquire a
100% interest in this claim, we paid $7,000 to Mr. Loney.





However,
we were unable to keep the mineral claim in good standing due to lack of funding
and our interest in it has lapsed.





We are
reviewing other potential acquisitions in the resource and non-resource
sectors.  While we are in the process of completing due diligence
reviews of several opportunities, there is no guarantee that we will be able to
reach any agreement to acquire such assets.





Our plan
of operation is to review other potential acquisitions in the resource and
non-resource sectors. Currently, we are in the process of completing due
diligence reviews of several business opportunities. We expect that these
reviews could cost us a total of $20,000 in the next 12 months.





We were
incorporated on April 4, 2006 under the laws of the state of
Nevada.  Our principal offices are located at 9867 Okanagan Centre
Road West, Lake Country, British Columbia, Canada.  Our telephone
number is 250-385-8444.





Employees





We have
no employees as of the date of this annual report other than our sole
director.





Research
and Development Expenditures





We have
not incurred any research or development expenditures since our
incorporation.





Subsidiaries





We do not
have any subsidiaries.





Patents
and Trademarks





We do not
own, either legally or beneficially, any patents or trademarks.





Risk
Factors





An
investment in our common stock involves a high degree of risk.  You
should carefully consider the risks described below and the other information in
this annual report before investing in our common stock. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.








4





If
we do not obtain additional financing, our business will fail.





Our
current operating funds are less than necessary to complete any acquisition of a
business interest and fund its future development.  As of August 31,
2008, we had cash on hand of only $1,659.  We currently do not have
any operations and we have no income.  We will require additional
funds to review, acquire and develop business assets.  We do not
currently have any arrangements for financing and we can provide no assurance to
investors that we will be able to find such financing if required.





Because
we do not have any business operations, we face a high risk of business
failure.




We were
incorporated on April 4, 2006 and have been involved in the acquisition and
exploration of mineral exploration properties. We were unsuccessful in this
initial business plan and are now seeking to acquire an interest in alternative
assets. We may not be able to identify and acquire any interest in suitable
business assets.




There is
no history upon which to base any assumption as to the likelihood that we will
prove successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will fail.




Because
our continuation as a going concern is in doubt, we will be forced to cease
business operations unless we can generate profit in the future.





The
report of our independent accountant to our audited financial statements for the
period ended August 31, 2008 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going
concern.  Such factors identified in the report are that we have no
source of revenue and our dependence upon obtaining adequate financing. If we
are not able to continue as a going concern, it is likely investors will lose
all of their investment.





Because
our sole director owns 71.17% of our outstanding common stock, he could make and
control corporate decisions that may be disadvantageous to other minority
shareholders.





Our sole
director owns 71.17% of the outstanding shares of our common
stock.  Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets.  He will also have the power to prevent or cause a change
in control. The interests of our director may differ from the interests of the
other stockholders and thus result in corporate decisions that are
disadvantageous to other shareholders.





Because
our president has other business interests, he may not be able or willing to
devote a sufficient amount of time to our business operations, causing our
business to fail.





Our
president, Mr. Gregory Byrne, intends to devote approximately 20% of his
business time, providing his services to us.  While Mr. Byrne
presently possesses adequate time to attend to our interests, it is possible
that the demands on Mr. Byrne from his other obligations could increase with the
result that he would no longer be able to devote sufficient time to the
management of our business.





A
purchaser is purchasing penny stock which limits his or her ability to sell the
stock.





Our
shares of common stock constitute penny stock under the Exchange
Act.  The shares will remain penny stock for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act.  Rather than creating a need to comply with those rules,
some broker-dealers will refuse to attempt to sell penny stock.




5


Forward-Looking
Statements





This
annual report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate, believe, plan,
expect, future, intend and similar expressions to identify such forward-looking
statements.  You should not place too much reliance on these
forward-looking statements.  Our actual results may differ materially
from those anticipated in these forward-looking statements for many reasons,
including the risks faced by us described in the “Risk Factors” section and
elsewhere in this annual report.





ITEM 2:  DESCRIPTION OF PROPERTY





We do not
own any property.





ITEM 3:  LEGAL PROCEEDINGS





There are
no legal proceedings pending or threatened against us. Our address for service
of process in Nevada is 2470 St. Rose Pkwy, Suite 304, Henderson, Nevada,
89074.





ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





No
matters were submitted during the fourth quarter of our fiscal year to a vote of
security holders, through the solicitation of proxies or otherwise.


















6





PART
II





ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS





Market
Information





Our
shares of common stock are quoted for trading on the OTC Bulletin Board under
symbol “DUNM”.  However, there have not been any trades in our stock
through the facilities of the OTC Bulletin Board since our initial quotation on
October 17, 2007.





We have
26 shareholders of record as at the date of this annual report.





Dividends





There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:





1.           we
would not be able to pay our debts as they become due in the usual course of
business; or





2.
            our
      total assets would be less than the sum of our total liabilities plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the
      distribution.





We have
not declared any dividends, and we do not plan to declare any dividends in the
foreseeable future.





ITEM 6: MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION





Our plan
of operation for the twelve months following the date of this filing is to
review other potential acquisitions in the resource and non-resource
sectors.  Currently, we are in the process of completing due diligence
reviews of several business opportunities.  We expect that these
reviews could cost us a total of $20,000 in the next 12 months.





In the
next 12 months, we also anticipate spending the following over the next 12
months on administrative fees:





*         $2,000
on legal fees


*         $8,500
on accounting and audit fees


*         $500
on EDGAR filing fees


*         $1,000
on general administration costs





Total
expenditures over the next 12 months are therefore expected to be approximately
$32,000.





Our cash
reserves are not sufficient to meet our obligations for the next twelve-month
period.  As a result, we will need to seek additional funding in the near
future.  We currently do not have a specific plan of how we will obtain
such funding; however, we anticipate that additional funding will be in the form
of equity financing from the sale of our common stock.  We may also seek to
obtain short-term loans from our director, although no such arrangement has been
made.  At this time, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock or
through a loan from our director to meet our obligations over the next twelve
months.  We do not have any arrangements in place for any future equity
financing.


7





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on the small business issuer's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors.





Results
Of Operations For The Fiscal Year Ended August 31, 2008





We did
not earn any revenues during the fiscal year ended August 31, 2008. We do not
expect to earn any revenue from operations until we have either commenced mining
operations on a resource property, or operations on a non-resource property,
both of which expectations are doubtful.





We
incurred operating expenses in the amount of $25,934 in the fiscal year ended
August 31, 2008 as compared to expenses of $14,663 in fiscal
2007.  These operating expenses were comprised of bank charges and
interest costs of $859, filing and transfer agent fees of $12,729, office
expenses of $66 and professional fees of $12,280. At August 31, 2008, our assets
consisted of $1,659 in cash.  At the same date, our liabilities
consisted of $24,946, comprised of accounts payable and accrued liabilities of
$2,410 and loans from related party of $22,536.





We have
not attained profitable operations and are dependent upon obtaining financing to
pursue further activities.  For these reasons our auditors believe
that there is substantial doubt that we will be able to continue as a going
concern.




ITEM 7:  FINANCIAL STATEMENTS


























8













DUNN
MINING, INC.




(An
Exploration Stage Company)




FINANCIAL
STATEMENTS




AUGUST
31, 2008












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





BALANCE SHEETS





STATEMENTS OF OPERATIONS





STATEMENT OF STOCKHOLDERS’ DEFICIT





STATEMENTS OF CASH FLOWS





NOTES TO THE FINANCIAL STATEMENTS

















9


Madsen
& Associates CPA’s, Inc.
 684 EAST
VINE STREET #3
 MURRAY,
UTAH 84107
 TELEPHONE
(801) 268-2632
 FAX (801)
262-3978
 
 TED
      A. MADSEN, CPA
              MEMBER:
              AMERICAN
      INSTITUTE OFCERTIFIED
      PUBLIC ACCOUNTANTSUTAH
      ASSOCIATION OFCERTIFIED
      PUBLIC ACCOUNTANTS
 
 
 To Board
of Directors and
 Stockholders
of Dunn Mining Inc.
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
 
 We have
audited the accompanying balance sheets of Dunn Mining Inc. (the Company), an
exploration stage company, as of August 31,2008 and 2007 and the statements of
operations, stockholders' equity, and cash flows for the years then ended and
for the period from inception (April 4, 2006) through August 31, 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 audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide 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 Dunn Mining Inc., an exploration
stage company, as of August 31, 2008 and 2007 and the results of its operations
and its cash flows for the years then ended and for the period from inception
(April 4, 2006) through August 31, 2008, in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company does not have the necessary
working capital for its planned activity, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in Note 6 to the financial statements. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  /s/ Madsen & Associates
CPA's, Inc
 Madsen
& Associates CPA's, Inc.
 Salt Lake
City, Utah
 September
10, 2008
   10





DUNN
      MINING INC.
              (An
      Exploration Stage Company)
              Balance SheetsAssetsAugust
      31, 2008
            
            
            August
      31, 2007Current
      AssetsCash
            
            $
            1,659
            
            
            $
            3,174Total
      Assets
            
            
            1,659
            
            
            
            3,174Liabilities
      and Stockholders’ (Deficit) EquityCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
            
            
            2,410
            
            
            
            527Loans
      from related party
            
            
            22,536
            
            
            
            -Total
      Current Liabilities
            
            
            24,946
            
            
            
            527Stockholders’
      (Deficit) EquityCapital
      stockAuthorized:
              75,000,000
      common shares with a par value of $0.001issued
      and outstanding:5,620,000
      common shares
            
            
            5,620
            
            
            
            5,620Additional
      paid-in-capital
            
            
            19,380
            
            
            
            19,380Deficit
      accumulated during the exploration stage
            
            
            (48,287
            )
            
            
            (22,353
            )Total
      stockholders’ (deficit) equity
            
            
            (23,287
            )
            
            
            2,647Total
      liabilities and stockholders’ (deficit) equity
            
            $
            1,659
            
            
            $
            3,174








See
Accompanying Notes to Financial Statements








11





DUNN
      MINING INC.
              (An
      Exploration Stage Company)
              Statements
      of OperationsYear
      Ended August 31, 2008
            
            
            Year
      Ended August 31, 2007
            
            
            Cumulative
              from
              April
      4,
              2006
      (Inception) to
              August
      31, 2008Bank
      charges
            
            $
            172
            
            
            $
            132
            
            
            $
            1,033Filing
      and transfer agent fees
            
            
            12,729
            
            
            
            5,430
            
            
            
            18,159Impairment
      loss on mineral    property costs
            
            
            -
            
            
            
            -
            
            
            
            7,000Office
      expenses
            
            
            66
            
            
            
            -
            
            
            
            714Professional
      fees
            
            
            12,280
            
            
            
            9,101
            
            
            
            21,381Operating
      loss
            
            $
            (25,247
            )
            
            $
            (14,663
            )
            
            $
            (48,287
            )Other
      (expense)Interest
      expense
            
            
            (687
            )
            
            
            -
            
            
            
            -Net
      (loss)
            
            $
            (25,934
            )
            
            $
            (14,663
            )
            
            $
            (48,287
            )Loss
      per share – Basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      Average Number of Common Shares Outstanding
            
            
            5,620,000
            
            
            
            5,620,000











See
Accompanying Notes to Financial Statements





12




DUNN
      MINING INC.
                (An
      Exploration Stage Company)
                Statement
      of Stockholders’ Equity
                From
      April 19, 2006 (Inception) to August 31, 2008Number
      of
                Common
                Shares
              
              
              Par
                Value
              
              
              Additional
                Paid-in-
                Capital
              
              
              Total
                Capital
                Stock
              
              
              Deficit
                accumulated
                During
      the exploration stage
              
              
              TotalApril
      30, 2006Subscribed
      for cash at $0.001
              
              
              4,000,000
              
              
              $
              4,000
              
              
              $
              -
              
              
              $
              4,000
              
              
              $
              -
              
              
              $
              4,000April
      30, 2006
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Subscribed
      for cash at $0.01
              
              
              150,000
              
              
              
              150
              
              
              
              1,350
              
              
              
              1,500
              
              
              
              -
              
              
              
              1,500May
      31, 2006
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Subscribed
      for cash at $0.01
              
              
              1,350,000
              
              
              
              1,350
              
              
              
              12,150
              
              
              
              13,500
              
              
              
              
              
              
              
              13,500May
      31, 2006Subscribed
      for cash at $0.05
              
              
              120,000
              
              
              
              120
              
              
              
              5,880
              
              
              
              6,000
              
              
              
              
              
              
              
              6,000Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (7,690
              )
              
              
              (7,690
              )Balance,
      August 31, 2006
              
              
              5,620,000
              
              
              
              5,620
              
              
              
              19,380
              
              
              
              25,000
              
              
              
              (7,690
              )
              
              
              17,310Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (14,663
              )
              
              
              (14,663
              )Balance,
      August 31, 2007
              
              
              5,620,000
              
              
              
              5,620
              
              
              
              19,380
              
              
              
              25,000
              
              
              
              (22,353
              )
              
              
              2,647Net
      loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (25,934
              )
              
              
              (25,934
              )Balance,
      August 31, 2008
              
              
              5,620,000
              
              
              $
              5,620
              
              
              $
              19,380
              
              
              $
              25,000
              
              
              $
              (48,287
              )
              
              $
              (23,287
              )








See
Accompanying Notes to Financial Statements





13







DUNN
      MINING INC.
              (An
      Exploration Stage Company)
              Statements
      of Cash FlowsYear
      Ended August 31, 2008
            
            
            Year
      Ended August 31, 2007
            
            
            Cumulative
              from
              April
      4,
              2006
      (Inception) to
              August
      31, 2008Cash
      flows from operating activitiesNet
      loss
            
            $
            (25,934
            )
            
            $
            (14,663
            )
            
            $
            (48,287
            )Adjustments
      to reconcile net loss to net cashAccounts
      payable and accrued liabilities
            
            
            1,883
            
            
            
            (7,023
            )
            
            
            2,410Net
      cash used in operations
            
            
            (24,051
            )
            
            
            (21,686
            )
            
            
            (45,877
            )Cash
      flows from investing activities
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      flows from financing activitiesLoans
      from related party
            
            
            22,536
            
            
            
            -
            
            
            
            22,536Shares
      subscribed for cash
            
            
            -
            
            
            
            -
            
            
            
            25,000Net
      cash provided by financing activities
            
            
            22,536
            
            
            
            -
            
            
            
            47,536Net
      increase (decrease) in cash
            
            
            (1,515
            )
            
            
            (21,686
            )
            
            
            1,659Cash
      beginning
            
            
            3,174
            
            
            
            24,860
            
            
            
            -Cash
      ending
            
            $
            1,659
            
            
            $
            3,174
            
            
            $
            1,659Supplemental
      cash flow information:Cash
      paid for:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -








See
Accompanying Notes to Financial Statements





14






DUNN
MINING INC.


(An
Exploration Stage Company)


Notes To The Financial Statements


August
31, 2008







1.           NATURE
AND CONTINUANCE OF OPERATIONS





Dunn Mining Inc. (“the Company”) was
incorporated under the laws of State of Nevada, U.S. on April 4, 2006, with an
authorized capital of 75,000,000 common shares with a par value of
$0.001.  The Company’s year end is August 31.  The Company
is in the exploration stage of its resource business.  During the
period ended August 31, 2006, the Company commenced operations by issuing shares
and acquiring a mineral property located in the Province of British Columbia,
Canada.  The Company has not yet determined whether this property
contains reserves that are economically recoverable.  The
recoverability of costs incurred for acquisition and exploration of the property
will be dependent upon the discovery of economically recoverable reserves,
confirmation of the Company’s interest in the underlying property, the ability
of the Company to obtain necessary financing to satisfy the expenditure
requirements under the property agreement and to complete the development of the
property and upon future profitable production or proceeds for the sale
thereof.




2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES




Basis of
Presentation




The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.




Exploration Stage
Company




The
Company complies with the Financial Accounting Standards Board Statement No. 7,
in its characterization of the Company as an exploration stage
enterprise.




Mineral
Interests




The
Company has been in the exploration stage since its inception on April 4, 2006
and has not yet realized any revenues from its planned operations.  It
is primarily engaged in the acquisition and exploration of mining
properties.  Mineral property exploration costs are expensed as
incurred.  Mineral property acquisition costs are initially
capitalized when incurred using the guidance in the Emerging Issues Task Force
(“EITF”) 04-02, Whether Mineral Rights are Tangible or Intangible
Assets.  The Company assesses the carrying costs for impairment under
SFAS No. 144, Accounting for Impairment or Disposal of Long Lived Assets at each
fiscal quarter end.  An impairment is recognized when the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
mineral property.  Impairment losses, if any, are measured as the
excess of the carrying amount of the mineral property over its estimated fair
value.




When it
has been determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs then incurred to
develop such property, are capitalized.  Such costs will be amortized
using the units-of-production method over the estimated life of the probable
reserves.  If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.




Use of Estimates and
Assumptions




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




15






DUNN
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


August
31, 2008







2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Foreign Currency
Translation




The
financial statements are presented in United States dollars.  In
accordance with Statement of Financial Accounting Standards No. 52, “Foreign
Currency Translation”, foreign denominated monetary assets and liabilities are
translated into their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date.  Non monetary assets
and liabilities are translated at the exchange rates prevailing on the
transaction date. Revenue and expenses are translated at average rates of
exchange during the year.  Gains or losses resulting from foreign
currency transactions are included in results of operations.




Fair Value of Financial
Instruments




The
carrying value of cash and accounts payable and accrued liabilities approximates
their fair value because of the short maturity of these
instruments.  Unless otherwise noted, it is management’s opinion the
Company is not exposed to significant interest, currency or credit risks arising
from these financial instruments.




Environmental
Costs




Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate.  Expenditures that relate to an existing condition caused
by past operations, and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincides with the
earlier of completion of a feasibility study or the Company’s commitments to
plan of action based on the then known facts.




Income
Taxes




The
Company follows the liability method of accounting for income
taxes.  Under this method, deferred income tax assets and liabilities
are recognized for the estimated tax consequences attributable to differences
between the financial statement carrying values and their respective income tax
basis (temporary differences).  The effect on deferred income tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.




At August
31, 2008 a valuation allowance has been recorded to offset the deferred tax
asset associated with the net operating losses.




Basic and Diluted Loss Per
Share




The
Company computes loss per share in accordance with SFAS No. 128, “Earnings per
Share” which requires presentation of both basic and diluted earnings per share
on the face of the statement of operations. Basic loss per share is computed by
dividing net loss available to common shareholders by the weighted average
number of outstanding common shares during the period. Diluted loss per share
gives effect to all dilutive potential common shares outstanding during the
period.  Dilutive loss per share excludes all potential common shares
if their effect is anti-dilutive.




The
Company has no potential dilutive instruments and accordingly basic loss and
diluted loss per share are equal.




16






DUNN
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


August
31, 2008







2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Stock-based
Compensation




In
December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which
replaced SFAS No. 123, “Accounting for Stock-Based Compensation” and superseded
APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In
January 2005, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment”, which
provides supplemental implementation guidance for SFAS No. 123R. SFAS No.
123R requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on
the grant date fair value of the award. SFAS No. 123R was to be effective for
interim or annual reporting periods beginning on or after June 15, 2005, but in
April 2005 the SEC issued a rule that will permit most registrants to implement
SFAS No. 123R at the beginning of their next fiscal year, instead of the next
reporting period as required by SFAS No. 123R. The pro-forma disclosures
previously permitted under SFAS No. 123 no longer will be an alternative to
financial statement recognition. Under SFAS No. 123R, the Company must determine
the appropriate fair value model to be used for valuing share-based payments,
the amortization method for compensation cost and the transition method to be
used at date of adoption.




The
transition methods include prospective and retroactive adoption options. Under
the retroactive options, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS No. 123R, while the retroactive methods would record compensation
expense for all unvested stock options and restricted stock beginning with the
first period restated. The Company adopted the modified prospective approach of
SFAS No. 123R for the year ended August 31, 2006. The Company did
not record any compensation expense for the period ended August 31, 2008
because there were no stock options outstanding prior to the adoption or at
August 31, 2008,




Recent Accounting
Pronouncements




The
Company does not expect the adoption of any recent accounting pronouncements
that have been issued prior to August 31, 2008, but which are not yet effective,
to have a material impact on the Company’s financial statements.




3.           MINERAL
INTERESTS




On May
14, 2006, the Company entered into a mineral property purchase agreement to
acquire a 100% interest in one mineral claim located in the Omineca Mining
Division, BC for total consideration of $7,000. During the year ended August 31,
2006, the Company determined that the carrying amount of the mineral property
was in excess of its estimated fair value and recognized an impairment loss on
mineral property costs of $7,000.




The
mineral interest is held in trust for the Company by the vendor of the property.
Upon request from the Company the title will be recorded in the name of the
Company with the appropriate mining recorder.




4.           COMMON
STOCK




The total
number of common shares authorized that may be issued by the Company is
75,000,000 shares with a par value of $0.001 per share and no other class of
shares is authorized.




During
the year ended August 31, 2006, the Company issued 5,620,000 shares of common
stock for total cash proceeds of $25,000. At August 31, 2008 there were no
outstanding stock options or warrants.




17




DUNN
MINING INC.


(An
Exploration Stage Company)


Notes To
The Financial Statements


August
31, 2008




5.           INCOME
TAXES




As of
August 31, 2008, the Company had net operating loss carry forwards of $48,287
that may be available to reduce future years’ taxable income through 2027. The
deferred tax asset from future tax benefits which may arise as a result of these
losses has been fully offset by a valuation allowance, as the realization of
this asset has been determined not likely to occur.





6.           GOING
CONCERN




These
financial statements have been prepared on a going concern basis which assumes
the Company will be able to realize its assets and discharge its liabilities in
the normal course of business for the foreseeable future.  The Company
has incurred losses since inception resulting in an accumulated deficit of
$48,287 as at August 31, 2008 and further losses are anticipated in the
development of its business raising substantial doubt about the Company’s
ability to continue as a going concern.  The ability to continue as a
going concern is dependent upon the Company generating profitable operations in
the future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.





7.           LOANS
FROM RELATED PARTY




During
the period ended August 31, 2008, the sole Director of the Company has loaned
$22,536 to the Company with 5% interest per annum.   As of August
31, 2008, $687 has been accrued for interest on the loans, and is included in
accrued liabilities on the Balance Sheet.
















18





ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE





None.





ITEM 8A:  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls





We
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the 2008 fiscal year. This evaluation was conducted by our chief
executive officer and principal accounting officer.





Disclosure
controls are controls and other procedures that are designed to ensure that
information that we are required to disclose in the reports we file pursuant to
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported.





Limitations
on the Effective of Controls





Our
management does not expect that our disclosure controls or our internal controls
over financial reporting will prevent all error and fraud.  A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are
met.  Further, any control system reflects limitations on resources,
and the benefits of a control system must be considered relative to its
costs.  These limitations also include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake.  Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people or by
management override of a control.  A design of a control system is
also based upon certain assumptions about potential future conditions; over
time, controls may become inadequate because of changes in conditions, or the
degree of compliance with the policies or procedures may
deteriorate.  Because of the inherent limitations in a cost-effective
control system, misstatements due to error or fraud may occur and may not be
detected.





Conclusions





Based
upon their evaluation of our controls, the chief executive officer and principal
accounting officer has concluded that, subject to the limitations noted above,
the disclosure controls are effective providing reasonable assurance that
material information relating to us is made known to management on a timely
basis during the period when our reports are being prepared.  There
were no changes in our internal controls that occurred during the quarter
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.





PART
III





ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS





Our
executive officers and director and their age as of the date of this annual
report is as follows:





Name
      of Director
            AgeGregory
      Paul Byrne
            46





19





Executive
Officer:





Name
      of Officer
            Age
            OfficeGregory
      Paul Byrne
            46
            President,
      CEO, Secretary, and Director





Biographical
Information





Set forth
below is a brief description of the background and business experience of our
executive officers and director for the past five years.





Mr.
Gregory Paul Byrne has acted as our President, Chief Executive Officer,
Secretary, Treasurer (until August 15, 2007, and then again from November 1,
2007), Principal Accounting Officer and as a director since our incorporation on
April 4, 2006.  Since April, 2006 he has been the owner operator of R
& G Mechanical Contractors Ltd., a plumbing and heating contractor located
in Lake Country, B.C. From May, 2004 until April, 2006 he was employed as a
supervisor by Combined Mechanical Contractors Ltd., a plumbing and heating
contractor located in Vernon, B.C.. From November, 2003 until April, 2004 he was
employed as a supervisor by Richardson Mechanical Ltd., a plumbing and heating
contractor located in Kelowna, B.C. From September, 2003 until October, 2003 he
was employed as a plumber/gas fitter by Bry-Mac Mechanical Ltd., a plumbing and
heating contractor located in Vernon, B.C. From July, 2000 until September, 2003
he was employed as an owner/office manager by B.C. Oilfields Ltd., an oil field
equipment supply firm located in Vernon, B.C.





Mr. Byrne
does not have any professional training or technical credentials in the
exploration, development and operation of mines.





Mr. Byrne
intends to devote 20% of his business time per week to our affairs.





Term
of Office





Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws.  Our officers are appointed by the board of directors
and will hold office until removed by the board.





Significant
Employees





We have
no significant employees other than the officer and director described
above.





Section
16(A) Beneficial Ownership Reporting Compliance





Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. Based on our review of the copies of such forms we received, we believe
that during the fiscal year ended August 31, 2008 all such filing requirements
applicable to our officers and directors were complied with exception that
reports were filed late by the following persons:





20





Number
            Transactions
            Known
      FailuresOf  Late
            Not
      Timely
            To
      File aName
      and principal position
            Reports
            Reported
            Required
      FormGregory
      Paul Byrne
            0
            0
            0(President
      CEO and director)





ITEM 10:  EXECUTIVE COMPENSATION





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers by any person for all services rendered in all capacities to
us for the fiscal years ended August 31, 2007 and August 31, 2008.





Annual
Compensation





Name
            Title
            Year
            Salary
            Bonus
            Other
      Comp.
            Restricted
      Stock Awarded
            Options
              (#)
            LTIP
      SARs ($)
            Other
      Payouts
            CompGregory
      Byrne
            President
            2008
            $0
            $0
            0
            0
            0
            0
            02007
            $0
            $0
            0
            0
            0
            0
            0





Stock
Option Grants





We have
not granted any stock options to the executive officer since our
inception.





Consulting
Agreements





We do not
have any employment or consulting agreement with Mr. Byrne. We do not pay him
any amount for acting as a director.





ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding common stock as of the date of this annual
report, and by the officers and director, individually and as a
group.  Except as otherwise indicated, all shares are owned
directly.





Title
      of Class
            Name
      and address
              of
      beneficial owner
            Amount
      of beneficial ownership
            Percent
      of classCommon
      stock
            Gregory
      Paul Byrne
              9867
      Okanagan Centre Road West
              Lake
      Country B.C. V4V 2J3
            4,000,000
            71.17%Common
      stock
            All
      officers and directors as a group consisting of one person
            4,000,000
            71.17%





The
percent of class is based on 5,620,000 shares of common stock issued and
outstanding as of the date of this annual report.





21





ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS





None of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:





*  Any
of our directors or officers;


*  Any
person proposed as a nominee for election as a director;


*  Any
person who beneficially owns, directly or indirectly, shares carrying more than
10% of the voting rights attached to our outstanding shares of common
stock;


*  Our
promoter, Gregory Paul Byrne; or


*  Any
member of the immediate family of any of the foregoing persons.





ITEM 13:  EXHIBITS AND REPORTS





Exhibits





ExhibitNumber
            Description3.1*
            Articles
      of Incorporation3.2*
            Bylaws5.1*
            Legal
      opinion with consent to use31.1
            Certification
      pursuant to Rule 13a-14(a) under the Securities Exchange Act of
      193431.2
            Certification
      pursuant to Rule 13a-14(a) under the Securities Exchange Act of
      193432.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 200232.2
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002





*
            filed
      as an exhibit to our registration statement on Form SB-2/A dated June 20,
      2007.





Reports on Form
8-K





We did
not file any reports on Form 8-K during the last fiscal quarter of
2008.





ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND
SERVICES





Our
principal accountant, Madsen & Associates, Certified Public Accountants,
rendered invoices to us during the fiscal periods indicated for the following
fees and services:





Fiscal
      year ended
            
            
            Fiscal
      year endedAugust
      31, 2008
            
            
            August
      31, 2007Audit
      fees
            
            $
            7,300
            
            
            $
            2,875Audit-related
      fees
            
            
            NIL
            
            
            
            NILTax
      fees
            
            
            NIL
            
            
            
            NILAll
      other fees
            
            
            NIL
            
            
            
            NIL





Audit
fees consist of fees related to professional services rendered in connection
with the audit of our annual financial statements, the review of the financial
statements included in each of our quarterly reports on Form
10-QSB.




22





Our
policy is to pre-approve all audit and permissible non-audit services performed
by the independent accountants.  These services may include audit
services, audit-related services, tax services and other
services.  Under our audit committee’s policy, pre-approval is
generally provided for particular services or categories of services, including
planned services, project based services and routine
consultations.  In addition, we may also pre-approve particular
services on a case-by-case basis.  We approved all services that our
independent accountants provided to us in the past two fiscal
years.





SIGNATURES





Pursuant
to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Dunn
Mining Inc.





By
            /s/ Gregory Paul ByrneGregory
      Paul ByrnePresident,
      CEO & DirectorDate:
      September 10, 2008








In
accordance with the Securities 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.





By
            /s/ Gregory Paul ByrneGregory
      Paul ByrnePresident,
      CEO & DirectorDate:
      September 10, 2008




















23