UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~ DC 20549

FORM 10-K

~~_________________~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________

Commission File No. 000-52696 DOMINION MINERALS CORP. (~~Mark~~Exact ~~One~~Name of Registrant as Specified in its Charter)

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Delaware		22-3091075
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

For the fiscal year ended December 31, 2008

410 Park Avenue, 15th Floor

New York, NY 10022

(732) 536-1600

(Address of Principal Executive Offices and Zip Code)

(Registrant’s Telephone Number, Including Area Code)

orSecurities registered pursuant to Section 12(b) of the Securities Exchange Act: None

oSecurities ~~Transition~~registered ~~Report~~pursuant ~~Pursuant~~ to Section ~~13 or 15~~ 12(dg) of the Securities Exchange Act: Common ofStock, ~~1934~~par value $.0001

~~For~~ Indicate by check mark if the ~~Transition~~registrant ~~Period~~is ~~from to~~ a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

~~Commission File~~Indicate ~~Number~~by ~~000-52696~~check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

~~DOMINION MINERALS~~Indicate ~~CORP~~by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

~~(Exact name~~Indicate ofby check mark whether the registrant ashas ~~specified~~submitted inelectronically and posted on its ~~charter~~corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Delaware		22-3091075
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. o

~~410~~Indicate ~~Park~~by ~~Avenue,~~check ~~15th~~mark ~~Floor~~whether ~~New~~the ~~York~~registrant is a large accelerated filer, ~~New~~an ~~York~~accelerated ~~10022~~filer, ~~(Address~~a non-accelerated filer or a smaller reporting company. See definition of ~~principal~~“large ~~executive~~accelerated ~~offices~~filer, “accelerated filer” and ~~zip~~“smaller ~~code)~~reporting company” in Rule 12b-2 of the Exchange Act.

~~Registrant’s telephone number, including area code: (212) 231-8171~~1

~~Indicate by~~Large ~~check~~accelerated ~~mark~~filer ifo ~~the~~Accelerated ~~registrant~~filer iso ~~a well~~Non-~~known~~accelerated ~~seasoned~~filer ~~issuer,~~o asSmaller ~~defined~~reporting ~~in rule~~company ~~405 of Securities Act. Yes o No þ~~x

Indicate by check mark ifwhether the ~~registrant~~ Registrant is ~~not~~a ~~required~~shell tocompany ~~file~~(as ~~reports~~defined ~~pursuant~~in toRule ~~Section~~12b-2 ~~13 or Section 15(d)~~ of the Exchange Act~~. Yes~~) Yes o No þ x

~~Indicate by~~The ~~check~~aggregate ~~mark~~market ~~whether~~value of the ~~issuer~~voting ~~(1)~~common ~~filed~~equity ~~all~~held ~~reports~~by ~~required~~non-affiliates tobased beupon ~~filed~~the ~~by Section~~price 13at orwhich ~~15(d)~~Common ofStock ~~the~~was ~~Securities~~last ~~Exchange~~sold ~~Act~~as of ~~1934 during~~ the ~~preceding 12~~last ~~months~~business ~~(or~~day ~~for~~of ~~such shorter period that~~ the registrant’s ~~was~~most ~~required~~recently tocompleted ~~file such~~second ~~reports),~~fiscal ~~and~~quarter ~~(2)~~was ~~has been subject to such filing requirements for the past 90 days~~$0.

~~Yes~~As þof NoJune o13, 2016, the number of shares of the registrant’s common stock outstanding was 99,512,345.

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. Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if smaller reporting company) Smaller reporting company x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2008, based upon the closing price of the common stock as reported by OTCBB on such date was approximately $13,622,341. The total number of shares of Common Stock issued and outstanding as of May 15, 2009 was 79,103,518.

PART I

TABLE OF CONTENTS

Item 1:	Business	3
Item 1A:	Risk Factors	35
Item 1B:	Unresolved Staff Comments	40
Item 2:	Properties	40
Item 3:	Legal Proceedings	41
Item 4:	Submission of Matters to a Vote of Security Holders	41
PART II
Item 5:	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	41
Item 6:	Selected Financial Data	42
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	51
Item 8:	Financial Statements and Supplementary Data	51
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	51
Item 9A:	Controls and Procedures	51
Item 9B:	Other Information	53
PART III
Item 10:	Directors, Executive Officers and Corporate Governance	53
Item 11:	Executive Compensation	56
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13:	Certain Relationships and Related Transactions, and Director Independence	62
Item 14:	Principal Accounting Fees and Services	65
PART IV
Item 15:	Exhibits, Financial Statement Schedules	66
Signatures		69

~~PART I~~FORM 10-K

~~The~~FOR ~~Issuer,~~THE ~~Dominion~~FISCAL ~~Minerals~~YEAR ~~Corp. (the~~ENDED ~~"Company"),~~DECEMBER ~~a Delaware corporation~~31, has a wholly-owned subsidiary, Empire Minerals Corp., a Nevada corporation ("Nevada Subsidiary"). When used herein the terms "we", "us" and/or "our" shall mean the Company, and/or the Nevada Subsidiary in the context in which they appear.2015

~~This~~TABLE ~~Registration~~OF Statement contains forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are not historical facts and constitute or rely upon projections, forecasts, assumptions or other forward-looking information. Generally these statements may be identified by the use of forward-looking words or phrases such as "believes," "expects," "anticipates," "intends," "plans," "estimates," "may," and "should." These statements are inherently subject to known and unknown risks, uncertainties and assumptions. Our future results could differ materially from those expected or anticipated in the forward-looking statements. Specific factors that might cause such differences include factors described and discussed in Risk Factors in Item 1A below.CONTENTS

Item 1. Business.


PART I
Item 1.	Business	5
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	16
Item 3.	Legal Proceedings	16
Item 4.	Mine Safety Disclosure	17

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	Selected Financial Data	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32
Item 9A.	Controls and Procedures	33
Item 9B.	Other Information	34

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	35
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	37
Item 13.	Certain Relationships and Related Transactions, and Director Independence	39
Item 14.	Principal Accountant Fees and Services	39

PART IV
Item 15.	Exhibits and Financial Statement Schedules	40
SIGNATURES		42

General

The Company is engaged in the acquisition, exploration, development and operation of mineral and natural resource properties and prospects. The present activities are concentrated on mineral prospects and properties located in the Republic of Panama (“Panama”) and in the People's Republic of China (“China” or the “PRC”).

On March 6, 2007, the Company entered into an Exploration Development Agreement with Bellhaven Copper & Gold, Inc. (“Bellhaven”), a corporation organized in British Columbia, Canada, and Bellhaven’s wholly-owned subsidiary, Cuprum Resources Corp. (“Cuprum”), a corporation organized in Panama. Cuprum is the holder of a Mineral Concession from Panama on a copper prospect located in the Guariviara area of Panama. That agreement granted the Company and option to acquire up to 75% of the authorized and outstanding stock of Cuprum. On April 14, 2009, the Company and Bellhaven completed a transaction pursuant to a Stock Purchase Agreement under which:

· The Company acquired 100% of Cuprum’s outstanding stock; and

· The March 6, 2007 Exploration Development Agreement was terminated.

~~The~~CAUTIONARY ~~Nevada~~NOTE ~~Subsidiary~~REGARDING ~~has~~FORWARD-LOOKING entered into two joint venture agreements involving mineral properties and/or prospects located within China. These properties are primarily regarded as gold prospects or properties. One of the Chinese joint venture agreements of the Nevada Subsidiary is with Zhaoyuan Dongxing Gold Minerals Co., Ltd, an entity organized under the China Company Law. Under this agreement, the parties have formed Zhaoyuan Empire Gold Corp., Ltd., a Chinese entity in which they each own a 50% interest subject to future adjustment. This jointly held entity previously held three mining leases from the Chinese government on gold prospects located in the Shandong Province of China along with certain mining and mill equipment. Since the 3rd quarter of 2008, activities for this entity have been limited and will continue to be limited in the future. The other joint venture agreement of the Nevada Subsidiary is with the Tianjin Institute of Geology, a Chinese legal entity. Under this agreement the parties have formed a Chinese limited liability company named Empire (Tianjin) Resources Co., Ltd. This entity was formed to acquire mineral interests in and explore, develop and, if warranted, conduct mining operations on mineral properties located in the Inner Mongolian Autonomous Region of Tianjin Province in the People’s Republic of China. The Nevada Subsidiary holds a 70% interest in this entity subject to future adjustment to reflect the parties’ respective capital contributions.STATEMENTS

~~The~~This ~~following~~Annual ~~chart~~Report ~~sets~~on ~~out~~Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our ~~present~~ ~~organizational~~control, ~~structure~~are difficult to predict and could cause actual results to differ materially from those expected or forecasted. These risks and uncertainties include the following:

● The ~~acquisition~~availability ~~of the majority interest in the Cuprum Resources Corp.~~ and ~~operations~~adequacy ~~on the Panamanian prospect and the proposed operations~~ of ~~the two Chinese Joint Ventures will require~~ our ~~expenditure~~ ofcash ~~materially~~flow ~~more capital than is presently available~~ to ~~us.~~meet ~~Our proposed~~our ~~operations include:~~requirements;

● Whether we can prevail in our arbitration against the Panamanian Government;


●	Economic, competitive, demographic, business and other conditions in our local and regional markets;


●	Changes or developments in laws, regulations or taxes in our industry;


●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;


●	Competition in our industry;


●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;


●	Changes in our business strategy, capital improvements or development plans;


●	The availability of additional capital to support capital improvements and development; and


●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

·PART ~~Conducting exploration and development work on Cuprum’s Panamanian mineral concession and providing financing for and supervising its operations;~~I

·Item ~~Supervising,~~1. ~~and if necessary providing or procuring additional financing for, the operations of the two Chinese Joint Ventures;~~BUSINESS

~~· Exploring and evaluating additional mineral and natural resource acquisitions; and~~General

·Dominion ~~Seeking~~Minerals Corp. (the ~~necessary~~“Company,” ~~additional~~“we” ~~capital~~or to“us”) ~~finance~~was ~~activities~~previously engaged in the acquisition, exploration, development and operation of mineral and natural resource properties and prospects. The Company’s only current activity is pursuing a claim against the Republic of Panama, as described below, and seeking new mining projects. The following subsections set out information on our history and present and proposed operations and certain of the risk factors associated with us and our securities.

~~The~~History ~~following subsections set out information on our history and present and proposed operations and certain~~ of the ~~risk factors associated with us and our securities.~~Company

~~History~~The ofCompany was formed as a Delaware corporation on January 4, 1996 under the name ObjectSoft Corporation. On May 9, 2005, The Company changed its name to Nanergy, Inc. On June 5, 2006, its name was changed to Xacord Corp. On January 3, 2007, the Company changed its name to Empire Minerals Corp. and on November 26, 2007, it was changed to Dominion Minerals Corp.

~~The~~We ~~Company~~were ~~was~~originally formed asin January of 1996 to acquire the business of a ~~Delaware corporation~~predecessor oncompany, ObjectSoft Corporation, a New Jersey Corporation. This acquisition was completed in the form of a corporate business combination effective January 431, 1996,. ~~under~~The acquired business involved the ~~name~~provision ~~ObjectSoft~~of ~~Corporation.~~retail OnKiosks, ~~May~~which 9were internet-connected, ~~2005,~~ advertising-interactive Kiosks. The ~~Company~~Kiosks ~~changed~~were ~~its~~public ~~name~~access terminals that offered entertainment information and the ability to ~~Nanergy,~~execute ~~Inc~~financial transactions via a touch screen. On ~~June~~This 5business was unsuccessful and in July of 2001, ~~2006~~we filed a Bankruptcy Petition in the Bankruptcy Court for the District of New Jersey. None of our present officers, ~~its~~ ~~name~~directors ~~was~~or ~~changed~~significant toemployees ~~Xacord~~were ~~Corp~~associated with us at the time of or involved in any way in our bankruptcy proceeding. On ~~January~~In 3November of 2004, ~~2007~~we exited the Bankruptcy case with no assets, one liability in the ~~Company changed~~form ~~its~~of ~~name~~a toconvertible ~~Empire~~promissory ~~Minerals~~note ~~Corp.~~with ~~which~~a ~~was~~principal ~~changed~~balance toof ~~Dominion~~$100,000 ~~Minerals Corp~~and 195 shares of common stock outstanding. onWe ~~November~~then ~~26,~~operated ~~2007~~as a shell corporation seeking a new business opportunity either through a corporate business combination or an acquisition of assets.

OnIn ~~March 6,~~September ~~2007~~of 2005, we were a party to a business combination in which we acquired the ~~Company~~ownership ~~entered~~of ~~into~~a anNew ~~Exploration~~Jersey ~~Development~~corporation ~~Agreement~~holding ~~with Bellhaven~~licenses, ~~Copper~~patents &and ~~Gold~~developments to certain photovoltaic processes. In this transaction, ~~Inc~~the Company issued 99,455 shares of our common stock. ~~(“Bellhaven”)~~The Company also agreed to issue additional shares of common stock and stock options, aif ~~corporation~~certain ~~organized~~economic ~~in British~~milestones ~~Columbia~~were met by December 31, ~~Canada~~2006. ~~and~~These ~~Bellhaven’s~~economic ~~wholly-owned~~milestones ~~subsidiary~~were not met. In 2006, ~~Cuprum Resources~~we abandoned our efforts to develop the processes.

~~Corp. (“Cuprum”),~~During athe ~~corporation~~period ~~organized~~from inJune ~~Panama. Cuprum~~17, is2005 to the ~~holder~~ date of athis ~~Mineral~~filing, ~~Concession~~the ~~from~~Company ~~Panama~~effected onthree areverse ~~copper~~stock ~~prospect~~splits ~~located~~of inits ~~the Guariviara~~outstanding ~~area~~common stock by amending its Certificate of ~~Panama~~Incorporation. ~~That~~ ~~agreement~~On ~~granted~~June ~~the~~17, ~~Company~~2005, ~~and option~~each tooutstanding ~~acquire~~100 upshares towere ~~75%~~reversed ofinto ~~the~~one ~~authorized~~share. ~~and~~On August 11, 2006, each 20 outstanding ~~stock~~shares ~~of Cuprum~~were reversed into one share. On ~~April~~January 1422, ~~2009~~2007, each 20 outstanding shares were reversed into one share. In all three reverse splits, all fractional shares due to be issued were rounded up to the ~~Company~~next ~~and~~full ~~Bellhaven~~share. ~~completed~~Unless ~~a transaction~~otherwise ~~pursuant~~indicated, all references to a ~~Stock~~number ~~Purchase~~of ~~Agreement~~shares ~~under~~of ~~which:~~the Company's common stock have been adjusted to give effect to the applicable stock splits.

~~· The Company acquired 100% of Cuprum’s outstanding stock; and~~5

·On February 20, 2007 we completed a business combination in which we acquired all of the outstanding stock of Empire Minerals Corp. (the “Nevada Subsidiary”) in exchange for shares of our common stock. The combination was structured as a three-party merger in which the Company acquired all of the outstanding stock of the Nevada Subsidiary by merger with a wholly owned subsidiary of the Company formed for the purpose of the acquisition. A total of 26,504,000 shares of the Company's stock were issued in the acquisition And the Company assumed four warrants issued by the Nevada Subsidiary to purchase up to a total of 4,050,000 shares of the Company's Common Stock at $0.10 per share during a three-year term. A warrant to purchase 50,000 shares was exercised on March 62, 2007. ~~Exploration~~The ~~Development~~remaining ~~Agreement~~three ~~was~~warrants ~~terminated~~for 4,000,000 shares were canceled by mutual agreement of the parties on June 1, 2007. The Company acquired the rights of the Nevada Subsidiary under a Letter of Intent to enter into the agreements relating to the acquisition of a majority interest in the Panamanian corporation holding a concession to a copper prospect described below.

WeOn ~~were~~March ~~originally~~6, ~~formed~~2007, inthe ~~January~~Company ~~of 1996~~entered tointo ~~acquire~~an ~~the~~Exploration ~~business~~and ofDevelopment aAgreement ~~predecessor~~with ~~company,~~Bellhaven ~~ObjectSoft~~Copper ~~Corporation~~& Gold, ~~a New Jersey Corporation~~Inc. ~~This~~(“Bellhaven”), ~~acquisition~~a ~~was~~corporation ~~completed~~organized in ~~the~~British ~~form of a corporate business combination effective January 31~~Columbia, ~~1996.~~Canada ~~The~~and ~~acquired~~Bellhaven’s ~~business involved~~then ~~the~~wholly-owned ~~provision of retail Kiosks~~subsidiary, ~~which~~Cuprum ~~were~~Resources ~~internet-connected, advertising-interactive Kiosks~~Corp. ~~The~~(“Cuprum”), ~~Kiosks~~a ~~were~~corporation ~~public~~organized ~~access~~in ~~terminals~~Panama. Cuprum ~~that offered~~was ~~information on entertainment and~~ the ~~ability~~holder toof ~~execute financial transactions via~~ a ~~touch~~Mineral ~~screen.~~Concession ~~This~~from ~~business~~Panama ~~was~~on ~~unsuccessful and in July of 2001, we filed~~ a ~~Bankruptcy~~copper ~~Petition~~prospect located in the ~~Bankruptcy~~Guariviara ~~Court~~area ~~for the District~~ of ~~New~~ ~~Jersey~~Panama. ~~None~~That ofagreement ~~our~~granted ~~present~~the ~~officers,~~Company ~~directors~~an oroption ~~significant employees~~to ~~were~~acquire ~~associated~~up ~~with~~to us75% atof the ~~time~~authorized ofand oroutstanding ~~involved~~stock inof ~~any way in our bankruptcy proceeding~~Cuprum. InOn ~~November~~April of14, ~~2004~~2009, ~~we exited~~ the ~~Bankruptcy case~~Company ~~with~~and noBellhaven ~~assets,~~completed ~~one~~a ~~liability~~transaction inpursuant ~~the~~to ~~form of~~ a ~~convertible~~Stock ~~promissory~~Purchase ~~note with~~Agreement aunder ~~principal~~which ~~balance~~the ofCompany $acquired 100~~,000~~% ~~and outstanding stock~~ of ~~195~~Cuprum’s ~~shares~~outstanding ~~of common~~ stock. Weand ~~then~~the ~~operated~~Exploration asand aDevelopment ~~shell~~Agreement ~~corporation~~entered ~~seeking~~into aon ~~new~~March ~~business opportunity~~6, ~~either~~2007 ~~through~~was ~~a corporate business combination or an acquisition of assets~~terminated.

5Present and Proposed Operations

InThe ~~September~~Company’s ~~2005,~~present weoperations ~~were~~consist asolely ~~party~~of topursuing ~~a business~~its ~~combination~~claims inagainst ~~which we acquired~~ the ~~ownership~~Republic of aPanama ~~New~~relating ~~Jersey corporation holding licenses, patents and developments~~ to ~~certain~~its ~~photovoltaic processes.~~Mineral InConcession ~~this~~from ~~transaction,~~ the ~~Company~~Republic ~~issued~~of ~~99,455~~Panama ~~shares~~on ofa ~~our~~copper ~~common stock. The~~prospect ~~Company~~(“Cerro ~~also~~Chorcha”) ~~agreed~~located toin ~~issue~~the ~~additional~~Guariviara ~~shares~~area of ~~common stock~~Panama and ~~stock~~seeking ~~options,~~new ifmining ~~certain economic milestones were met by December 31, 2006~~projects. ~~These economic milestones were not met; therefore, we abandoned our efforts.~~

~~During~~Panamanian ~~the~~Mineral period from June 17, 2005 to January 22, 2007, the Company effected three reverse stock splits of its outstanding common stock by amending its Certificate of Incorporation. On June 17, 2005, each outstanding 100 shares, was reversed into one share. On August 11, 2006, each 20 outstanding shares were reversed into one share. On January 22, 2007, each 20 outstanding shares were reversed into one share. In all three reverse splits, all fractional shares due to be issued were rounded up to the next full share. Unless otherwise indicated, all references to a number of shares of the Company's common stock have been adjusted to give effect to the applicable stock splits.Concession

OnSignificant ~~February~~Events ~~20,~~and ~~2007,~~Developments ~~we completed a business combination in which we acquired all~~ of the ~~outstanding~~Panamanian ~~stock~~Mineral ~~of the Nevada Subsidiary in exchange for shares of our common stock. The combination was structured as a three-party merger in which:~~Concession

·On ~~The~~March 6, 2007, the Company ~~acquired~~entered ~~all~~into an Exploration and Development Agreement with Bellhaven and Cuprum relating to Cerro Chorcha. This agreement granted the Company an option to acquire up to 75% of the authorized and outstanding stock of Cuprum in exchange for (i) the ~~Nevada~~payment ~~Subsidiary~~of $2,000,000 to Bellhaven by the Company; (ii) the issuance of 4,000,000 shares of the Company’s common stock to Bellhaven; (iii) the expenditure of no less than $15,000,000 for the exploration and development work on the property covered by the Panamanian Mineral Concession held by Cuprum, of which approximately $5,244,051 had been spent as of April 14, 2009; and (iv) other specific terms and conditions.

·On AApril ~~Nevada~~14, ~~corporation~~2009, ~~named~~the ~~Xacord~~Company ~~Acquisitions~~and ~~Sub~~Bellhaven ~~Corp.~~completed a transaction under a Stock Purchase Agreement between them pursuant to which (i) the Company acquired a 100% interest in all the outstanding stock of Cuprum; (ii) the Company paid Bellhaven $1,500,000 ~~formed~~in cash and ~~wholly~~issued ~~owned~~Bellhaven 2,000,000 shares of the Company’s common stock; (iii) the officers and directors of Cuprum were replaced by the officers and directors of the Company; toand be(iv) ~~used~~the asMarch a6, ~~vehicle~~2007 ~~for~~Exploration and Development Agreement between the ~~transaction~~Company, Bellhaven and Cuprum was ~~merged~~terminated ~~into~~and the ~~Nevada~~Company ~~Subsidiary;~~and Bellhaven mutually released each other from all obligations and/or liabilities arising thereunder.

· The outstanding shares of the common stock of the Nevada Subsidiary as of the Effective Time of the merger were converted into shares of the common stock of the Company on a share for share basis with a total of 26,504,000 shares of the Company's stock issued in this conversion;6

·On ~~The~~December ~~Company~~24, ~~assumed~~2009, ~~four~~the ~~warrants~~Supreme Court of Panama issued byan ~~the~~Order ~~Nevada~~of ~~Subsidiary~~Provisional toSuspension ~~purchase~~in upresponse to a ~~total~~lawsuit offiled ~~4,050,000~~by ~~shares~~Cesar ofSalazar against the ~~Company's~~Republic ~~common~~of ~~stock~~Panama atMinistry ~~$0.10~~of ~~per~~Commerce ~~share~~and ~~during~~Industry ~~a three-year term~~(“MICI”). ~~These~~The ~~warrants~~lawsuit ~~were~~alleges ~~held~~among asother ~~follows:~~things ~~(i)~~that aMICI ~~warrant~~granted ~~for~~the ~~2,000,000~~Concession ~~shares~~Agreement ~~was~~to ~~held~~Cuprum byunlawfully. ~~Saddle~~The ~~River~~Company ~~Associates,~~considers ~~Inc.,~~the aclaims ~~financial~~frivolous and ~~business~~although ~~consultant~~the tosuit did not name the Company; ~~(ii)~~or anCuprum ~~additional~~as ~~warrant~~a ~~for 500~~defendant,~~000~~ ~~shares~~in ~~was~~February ~~held~~2010 bythe ~~Saddle~~Company ~~River~~exercised ~~Associates,~~its ~~Inc.;~~right ~~(iii)~~under aPanama ~~warrant~~Law, ~~for~~as ~~1,500,000~~an ~~shares~~interested ~~was~~third ~~held~~party, by ~~Pinchas~~filing ~~Althaus,~~a ~~President~~petition ~~and~~in athe ~~director~~Supreme Court of Panama, defending the ~~Company;~~allegations. ~~and~~Pursuant ~~(iv)~~to athe ~~warrant~~Order ~~for~~of 50Provisional Suspension,~~000~~ ~~shares~~any ~~was~~administrative ~~held~~or byoperational ~~Chaya~~activities ~~Schreiber,~~to abe ~~former~~performed ~~shareholder~~pursuant ofto the ~~Nevada~~Concession ~~Subsidiary.~~Agreement ~~The~~by ~~warrant~~the toCompany ~~purchase~~or ~~50,000~~any ~~shares~~Ministry ~~was~~or ~~exercised~~Office onof ~~March~~the 2Republic of Panama, ~~2007~~are indefinitely suspended. ~~The~~To ~~remaining~~date, ~~three~~the ~~warrants~~Company ~~for~~has 4not received a response to its petition. In addition,~~000,000~~ ~~were~~no ~~canceled~~final byruling ~~mutual~~has ~~agreement~~been ofissued by the ~~parties~~Supreme onCourt ~~June~~of ~~1, 2007~~Panama.

6In March 2010, the Company filed an application of extension to its Concession Agreement with MICI. In accordance with the Concession Agreement, the 2-year extension to continue exploration activities shall be granted by MICI with another 2-year extension to be granted after that. Requirements of such extension consist of (i) full compliance of the terms of the Concession Agreement during the initial 4-year period; (ii) proof of ability to perform financially by the Company; and (iii) proof of ability to perform technically by the Company. The Company in its application complied with each requirement. According to MICI, due to the Order of Provisional Suspension issued by the Supreme Court of Panama, MICI was not able to process or respond to the application of extension to the Concession Agreement.

·In ~~The~~April ~~Company~~2010, ~~assumed~~to athe ~~contingent~~contrary ~~obligation~~ of the ~~Nevada~~Order ~~Subsidiary~~of toProvisional ~~issue~~Suspension ~~warrants~~issued toby ~~Saddle~~the ~~River~~Supreme ~~Associates~~Court of Panama, ~~Inc.~~MICI toissued ~~purchase~~and upposted toa ~~500,000~~resolution ~~shares~~on the Gazeta Oficial of Panama declaring the ~~Company's~~site ~~Common~~of ~~Stock~~the atconcession $0a “Mining Reserve.50” ~~per~~Pursuant ~~share~~to ~~during~~the aresolution, ~~five-year~~no ~~term~~further ~~from~~exploration ~~issuance,~~and/or ifmining ~~the~~activities ~~Company~~are ~~obtains~~to ~~specified~~be ~~amounts~~performed ofon ~~additional~~the ~~capital;~~site ~~and~~of the concession.

·As of December 2013, MICI has provided no response to the lawsuit filed in the Supreme Court in December 2009. The Company ~~acquired~~has not received a resolution or response to the ~~rights~~petition filed by the Company, from the Supreme Court of Panama. Although, the ~~Nevada~~Company ~~Subsidiary~~never ~~under~~received a ~~Letter~~“resolution of ~~Intent~~cancelation” from MICI, the application of extension submitted by the Company to ~~enter~~MICI ~~into~~was neither, approved nor rejected. As explained by MICI that the ~~agreements~~concession ~~relating~~remained in a “frozen” status pursuant to the ~~acquisition~~Order of Provisional Suspension issued by the ~~majority~~Supreme ~~interest~~Court inof Panama and the ~~Panamanian~~application ~~corporation~~of ~~holding~~extension could not be processed. The Company considers the ~~concession~~Concession Agreement active and plans to continue its operations upon resolution of the ~~copper~~lawsuit ~~prospect~~filed in the Supreme Court of Panama and Order of Provisional Suspension being lifted.

· The management of the parties at the time of the business combination consisted of: (i) Diego Roca was the sole officer and director of the Company and of Xacord Acquisition Sub Corp.; and (ii) Pinchas Althaus, Diego Roca and Bruce Minsky were the officers and directors of the Nevada Subsidiary. Messrs. Althaus, Roca and Minsky became the three directors and three of the officers of the Company and the Nevada Subsidiary upon completion of the business combination.7

~~The~~On ~~following~~December ~~diagrams~~5, ~~set~~2013, ~~forth~~the Company notified the ~~organizational~~ ~~status~~Panamanian government of the Company’s ~~and~~intent to initiate arbitration proceedings under the ~~Nevada~~U.S.-Panama ~~Subsidiary~~Bilateral ~~before~~Investment Treaty (“U.S.-Panama BIT”) and ~~after~~ the ~~completion~~U.S.-Panama Trade Promotion Agreement (“U.S.-Panama TPA”). As the Panamanian government has not responded to the Company’s requests to discuss a negotiated settlement, The Company filed a formal request for arbitration at the International Centre for Settlement of ~~their~~Investment ~~business~~Disputes ~~combination~~(“ICSID”) on March 29, 2016. The Company has determined the amount of relief that it will seek in the arbitration shall be $268,300,000. There can be no assurance that it will be successful or recover any amount.

~~Status~~The ~~Before~~dispute ~~Business Combination:~~involves the Panamanian government’s interference with the Company’s investment in the mining concession. Cuprum owns the exploration rights to the Cerro Chorcha concession. As discussed above, the Panamanian Ministry of Commerce and Industry (“MICI”) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension” on all actions involving the Cerro Chorcha. Awaiting resolution of the lawsuit, the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire. However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting ownership of the concession to the Panamanian government. Furthermore, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013. The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA.

7On March 29, 2016, the Company filed a Request for Arbitration against the Republic of Panama (Panama). This request was filed with the Secretary-General of the International Centre for Settlement of Investment Disputes (ICSID) under the terms of the U.S.-Panama Bilateral Investment Treaty (the U.S.-Panama BIT). The Request for Arbitration is the result of the above mentioned longstanding dispute arising from Panama’s expropriation of Dominion’s substantial investment in the Cerro Chorcha mining concession.

~~Actions~~The inRequest ~~Business Combination~~for Arbitration sets forth Dominion’s claims as follows:

~~Status After Business Combination:~~·

~~Present~~Panama’s ~~and~~actions ~~Proposed Operations~~amounted to an expropriation of Dominion’s investment within the meaning of Article IV of the U.S.-Panama BIT, as they had the effect of depriving Dominion of all or substantially all of its investment in Cerro Chorcha; and

~~Panamanian Venture~~·

~~On March 6, 2007, the Company entered into an Exploration and Development Agreement with Bellhaven and Bellhaven'~~Panama’s ~~wholly-owned~~ ~~subsidiary,~~actions ~~Cuprum. Cuprum~~breached isits ~~the~~obligations ~~holder~~under ofArticle aII ~~Mineral Concession from the Republic~~ of ~~Panama on a copper prospect (“Cerro Chorcha”) located in~~ the ~~Guariviara area of Panama~~U.S.-Panama ~~This~~BIT ~~agreement~~to ~~granted~~accord ~~the~~fair ~~Company~~and ~~an option~~equitable totreatment ~~acquire up~~ to ~~75%~~Dominion ofwith ~~the~~respect ~~authorized~~to ~~and~~its ~~outstanding~~investment ~~stock of Cuprum~~ in ~~exchange~~ ~~for:~~Cerro Chorcha.

·Description ~~The payment~~ of ~~$2,000,000 by~~ the ~~Company~~Panamanian toMineral ~~Bellhaven;~~Concession

· The ~~issuance~~Cerro Chorcha concession consists of 424,~~000,000~~241.91 ~~shares~~hectares (“ha”) in five rectangular blocks and is located in Chiriqui and Bocas Del Toro Provinces of Panama straddling the ~~Company~~continental todivide ~~Bellhaven;~~about 290 km west of Panama City as shown in the following map.

· The expenditure of not less than $15,000,000 for the exploration and development work on the property covered by the Panamanian Mineral Concession held by Cuprum of which approximately $5,244,051 had been spent as of December 31, 2008; and8

[form10kdominionminerals12001.jpg]

·The ~~Other~~closest ~~specific~~city ~~terms~~to ~~and~~Cerro ~~conditions~~Chorcha is David, Panama's third largest city, which is about 40 km to the southwest of the concession site. Travel from Panama City to David requires approximately six hours by car along a paved two-lane highway. There are a number of daily commercial flights between these two cities.

8To both the north and south of the concession site there are a number of small towns and villages all connected by a system of roads and trails. A north-south paved road passes within the northwest portion of the Cerro Chorcha concession; however, this highway occurs on the opposite side of the Continental divide to the main camp which is accessible only by helicopter or on foot.

OnCurrently ~~April~~helicopter ~~14,~~flights ~~2009,~~to the ~~Company~~main Cerro Chorcha camp and ~~Bellhaven~~ ~~completed~~work area are out of Rambala a ~~transaction~~small ~~under~~town 31 kilometers north of the camp. There is a ~~Stock~~dirt ~~Purchase~~road ~~Agreement~~from ~~between~~Rambala ~~them pursuant~~to the village of Soloy. A foot trail leads from Soloy to ~~which:~~the Cerro Chorcha camp. This route requires one day and a half to traverse by auto and foot.

· Elevations on the property range from about 600 m to 2213 m at the top of Cerro Chorcha and slopes are steep. The ~~Company~~ ~~acquired~~higher ~~100%~~elevations ~~interest~~near inthe ~~all~~Continental Divide are often cloud covered generated by warm, moist Caribbean air that is lifted daily to cooler heights by air currents. Due to the ~~outstanding~~weather ~~stock~~effects, ~~of Cuprum;~~access to the concession site by helicopter is best achieved in the early morning and in the late afternoon.

· The ~~Company~~mountain ~~wll~~terrain ~~pay~~is ~~Bellhaven~~covered ~~$1,500,000~~in high altitude rain forest with annual rainfall reported to be up to about six meters. Temperatures in ~~cash~~this ~~and~~locality ~~issue~~average ~~2,000,000~~20(degree) ~~shares~~C ofto ~~the~~25(degree) ~~Company~~C but during some month’s ~~common~~temperatures ~~stock~~can dip down to ~~Bellhaven;~~5(degree)C at night. Work on the concession site can be undertaken at any time of the year.

· The ~~officers~~main ~~and~~Chorcha ~~directors~~exploration camp consists of ~~Cuprum~~four ~~were~~large ~~replaced~~all-weather buildings powered by a diesel generator. Within the ~~officers~~region, personnel, supplies, fuel, water and ~~directors~~sufficient ofspace ~~the~~for ~~Company;~~a mining operation are readily available.

· The ~~March~~Cerro 6,Chorcha ~~2007~~Mineral Exploration ~~and~~Concession ~~Development~~(Contract ~~Agreement~~# ~~between~~006,2005) at Cerro Chorcha was granted to Cuprum on April 4, 2006. In March 2010, the Company, ~~Bellhaven~~made ~~and~~its ~~Cuprum~~application ~~was~~for ~~terminated~~the ~~and~~extension of the Concession. As of the date of this Registration Statement, the Company ~~and~~has ~~Bellhaven~~not ~~mutually~~received ~~released~~notice ~~each~~of ~~other~~the ~~from~~cancellation ~~all~~of ~~obligations~~the ~~and/~~Concession Contract or ~~liabilities~~any ~~arising~~approval ~~thereunder;~~or ~~and~~denial of the application for extension.

· The ~~2,000,000~~area ~~shares~~falls ~~of the Company’s common stock issued to Bellhaven were “restricted”~~ under the ~~U.S.~~local ~~Securities~~jurisdictions ~~Act~~ of ~~1933, as amended, and these 2,000,000 shares and~~ the ~~4,000,000~~District ~~shares~~of ~~issued~~San byLorenzo ~~the~~in ~~Company~~Chiriqui toProvince ~~Bellhaven under the Exploration~~ and ~~Development Agreement are subject to lock-up provisions in that Bellhaven agreed to not sell any of these 6,000,000 shares during~~ the ~~one-year~~District ~~period commencing on April 14, 2009. As~~ of ~~December~~Chiriqui ~~31,~~Grande ~~2008 and to March 6, 2009, 1,333,333 shares of the 4,000,000 shares were held~~ in ~~escrow in accordance with~~ the ~~Exploration~~Province ~~and~~of ~~Development~~Betas ~~Agreement,~~Del ~~subsequent to which the 1,333,333 shares were released to Bellhaven and Cuprum~~Toro.

~~The~~Mineral title to Cerro Chorcha ~~concession~~was ~~consists~~previously ofheld ~~24,241.91~~under ~~hectares~~Exploration Concession 93-71 (haGeo-Minas, S.A.). inThese ~~five~~concessions ~~rectangular blocks~~expired in 1999 and iswere ~~located~~officially cancelled by publication in ~~Chiriqui~~the ~~and~~Official ~~Bocas~~Gazette ~~Del~~(No. ~~Toro~~25,029) ~~Provinces~~on ofApril ~~Panama straddling~~15, ~~the~~2004. ~~continental~~An ~~divide~~application ~~about~~for ~~290~~a kmnew ~~west~~concession of(CRC-EXPL ~~Panama~~2004-05) ~~City~~was asaccepted ~~shown~~on May 17, 2004 in the ~~following~~name ~~map~~of Cuprum.

~~The closest~~Table ~~city~~1 tolists ~~Cerro Chorcha is David, Panama's third largest city, which is about 40 km to~~ the ~~southwest~~coordinates of the ~~concession~~corner ~~site.~~points ~~Travel from Panama City to David requires approximately six hours by car along a paved two-lane highway. There are a number~~ of ~~daily~~the ~~commercial~~individual ~~flights~~five ~~between these two cities~~blocks.

To both the north and south of the concession site there are a number of small towns and villages all connected by a system of roads and trails. A north-south paved mad passes within the northwest portion of the Cerro Chorcha concession, however this highway occurs on the opposite side of the Continental Divide to the main camp which is accessible only by helicopter or on foot.



Block	Longitude	Latitude		Area (hectares)
1	82(degree)	40"' 8(degree)	408.61"	10,302.92
	82(degree)	47"' 8(degree)	408.61"
	82(degree)	47"' 8(degree)	354.2"
	82(degree)	40"' 8(degree)	354.2"
2	82(degree)	47"' 8(degree)	403.5"	2,250.95
	82(degree)	003.4"8(degree)	403.5"
	82(degree)	03A" 8(degree)	39'	37"
	82(degree)	47"' 8(degree)	39'	37"
3	82(degree)	003.4"8(degree)	403.5"	4,705.87
	82(degree)	021.4"8(degree)	403.5"
	82(degree)	021.4"8(degree)	354.2"
	82(degree)	003.4"8(degree)	354.2"
4	82(degree)	47"' 8(degree)	354.2"	4,480.77
	82(degree)	021.4"8(degree)	354.2"
	82(degree)	021.4"8(degree)	327.7"
	82(degree)	47"' 8(degree)	327.7"
5	82(degree)	47"' 8(degree)	337"	2,501.40
	82(degree)	0.34" 8(degree)	337"
	82(degree)	0.34" 8(degree)	354.2"
	82(degree)	47"' 8(degree)	354.2"

~~Currently, helicopter~~The ~~flights~~owners toof the ~~main~~former ~~Cerro~~concession ~~Chorcha~~lodged ~~camp~~legal ~~and~~complaints ~~work~~objecting ~~area~~to ~~arc~~the ~~out~~cancellation of ~~Rambala,~~ atheir ~~small~~concession ~~town~~and 31the ~~kilometers~~re-application ~~north~~by Cuprum. All legal complaints opposing the cancellation of the ~~camp~~concession have been rejected by the Supreme Court of Panama. ~~There~~The isnew ametallic ~~dirt~~mineral ~~road~~concession ~~from Rambala~~at Cerro Chorcha was granted to Cuprum and published in the ~~village~~Official ofGazette ~~Soloy~~(No. 25,517) on April 4, 2006. A ~~foot~~metallic ~~trail~~mineral ~~leads~~exploration ~~from~~concession ~~Soloy~~is tovalid ~~the Cerro~~for ~~Chorcha~~four ~~camp~~years, with extensions available for another four. ~~This~~ ~~route~~There ~~requires~~are ~~one~~various ~~day~~reporting requirements and a ~~half~~tax ~~to traverse~~on bythe ~~auto~~exploration concessions which begins at US$0.50 per ha the first year and ~~foot~~increases to US$1.50 per ha in year five.

~~Elevations on~~The ~~the~~owner ~~property range from about 600 meters to 2,213 meters at the top~~ of ~~Cerro Chorcha and slopes are steep. The higher elevations near~~ the ~~Continental~~exploration ~~Divide are~~mineral ~~often~~concession ~~cloud~~has ~~covered~~an ~~generated~~exclusive byright ~~warm, moist Caribbean air that is lifted daily~~ to ~~cooler heights by air currents. Due to~~ the ~~weather~~application ~~effects, access~~of toan ~~the~~exploitation concession. ~~site~~The byterms ~~helicopter~~under iswhich ~~best~~major ~~achieved~~projects inproceed ~~the~~are ~~early morning~~negotiated ~~and~~with in the ~~late afternoon~~government.

10A portion of the Chorcha concession occurs on an autonomous aboriginal land reserve (Comarca) of the Ngobe-Bugle (see figure 2). There are no permanent habitations in the area of concession.

~~The mountain~~Cuprum ~~terrain~~signed isan ~~covered~~exclusive inmineral ~~high~~exploration ~~altitude~~agreement ~~rain~~(the ~~forest~~"Agreement") with ~~annual~~the ~~rainfall reported~~Comarca toon beJuly up28, to2004. ~~about~~The ~~six~~Agreement ~~meters.~~granted ~~Temperatures~~Cuprum inthe ~~this~~exclusive ~~locality~~rights ~~average~~to ~~20° C~~explore for minerals and to ~~25°~~negotiate Ca ~~but~~new ~~during~~agreement ~~some~~with ~~months,~~the ~~temperatures~~Comarca ~~can~~for ~~dip~~the ~~down~~"next tophase ~~5°C~~of atactivity" ~~night. Work~~upon oncompletion of the ~~concession~~exploration ~~site~~phase. ~~can~~The beAgreement ~~undertaken~~is atvalid ~~any~~until ~~time~~the expiration of the ~~year~~ Exploration Concession and strictly follows the Panama Mining Code whereby an exploitation concession is granted once the presence of commercial ore is demonstrated.

The ~~main Cerro~~Agreement ~~Chorcha~~(resolution ~~exploration~~#1 ~~camp~~Feb ~~consists~~12, 2006) was signed by the President of ~~four~~the ~~large~~Regional ~~all-weather~~Congress ~~buildings powered~~of bythe aNoKribo ~~diesel~~Region ~~generator~~(Mr. ~~Within~~Enrique Pineda), the ~~region,~~Chief ~~personnel~~of the NoKribo Region (Mr. Johnny Bonilla), ~~supplies~~and the president of the Local Congress of the Kanicintti District of the NoKribo Region (Mr. Julian Palacio) and, ~~fuel~~for Cuprum, ~~water~~ the General Manager and ~~sufficient~~Secretary ~~space~~of ~~for~~the aBoard ~~mining~~of ~~operation~~Directors ~~are~~(Mr. ~~readily available~~Alfredo Burgos).

The Cerro Chorcha Mineral Exploration Concession (Contract # 006,2005) at Cerro Chorcha was granted to Cuprum on April 4, 2006, expires four years from the date of grant, and is renewable in four year increments. This exploration concession is currently valid and in force.10

~~The~~Among ~~area falls~~the ~~under~~issues covered by the ~~local~~Agreement ~~jurisdictions~~are: ofwork ~~the~~progress, ~~District~~budgets ofand ~~San~~reporting; ~~Lorenzo~~employment inand ~~Chiriqui Province~~training; land rentals and ~~the~~leasing; ~~District~~development ofprograms; ~~Chirqui~~environment, ~~Grande~~education inand ~~the~~culture; ~~Province~~force majeure; settlement of ~~Betas~~conflicts; ~~Del Toro~~notification, continuity and applicable laws.

~~Mineral title~~A tojoint ~~Cerro~~committee ~~Chorcha~~ was ~~previously~~created ~~held~~by ~~under~~Cuprum ~~Exploration~~and ~~Concession~~the ~~93-71 (Geo-Minas,~~peoples Sof the Comarca.~~A.). These~~ ~~concessions~~Monthly ~~expired~~meetings inof ~~1999~~the ~~and~~committee ~~were officially~~are ~~cancelled~~held byto ~~publication~~review indevelopment ~~the~~and ~~Official~~to ~~Gazette~~ensure ~~(No~~continued mutual support. ~~25,029)~~All ~~on April~~work ~~15,~~planned ~~2004. An~~by ~~application~~the ~~for~~Company aand ~~new~~Cuprum ~~concession~~to ~~(CRC-EXPL 2004-05)~~date ~~was~~have ~~accepted~~been onformally ~~May~~reviewed ~~17,~~by ~~2004,~~and inapproved by the ~~name~~operating ~~of Cuprum~~committee.

~~Table~~The ~~1 lists~~north western portion of the ~~coordinates~~Concession is in the watershed of the ~~corner~~Fortuna ~~points~~Hydroelectric Project. Significant development in the hydra-electric reserve area would require approval from Fortuna S.A. (a corporation composed equally of Americas Generation Corp. and the ~~individual~~State ~~five blocks~~of Panama) which purchased the publicly owned Institute deRecursos Hidro-electricos y Electrificacion (IE) in 1998.

Block

Longitude

Latitude

Area (hectares)

82°

40"

8°

08.61"

10,302.92

82°

47"

8°

08.61"

82°

47"

8°

54.2"

82°

40"

8°

54.2"

82°

47"

8°

03.5"

2,250.95

82°

03.4"

8°

03.5"

82°

03A"

8°

37"

82°

47"

8°

37"

82°

03.4"

8°

03.5"

4,705.87

82°

21.4"

8°

03.5"

82°

21.4"

8°

54.2"

82°

03.4"

8°

54.2"

82°

47"

8°

54.2"

4,480.77

82°

21.4"

8°

54.2"

82°

21.4"

8°

27.7"

82°

47"

8°

27.7"

82°

47”

8°

37”

2,501.40

82°

0.34”

8°

37”

82°

0.34”

8°

54.2”

82°

47”

8°

54.2”

The mineralized area, as presently known, is far outside of the reserve, in fact it is on the other side of the Continental Divide from the Fortuna Project and therefore does not affect the catchment area.

11Exploration work can be performed within the boundaries of the hydro-electric reserve, as long as we present the plan and procedures that adhere to the respective regulations they will not affect the watershed. A portion of the Palo Seco Reserve Forestal (Forestry Reserve) enters the concession from the north and extends to within about one kilometer north of the main mineralized zone, although legal survey of this has not yet been done.

~~The owners~~ANAM of(Autoridad ~~the~~Nacional ~~former~~del ~~concession~~Ambiente), lodged legal complaints objecting to the cancellation of their concession and the re-application by Cuprum. All legal complaints opposing the cancellation of the concession have been rejected by the Supreme Court of Panama~~. The~~'s ~~new~~environmental ~~metallic mineral concession at Cerro Chorcha was granted to Cuprum and published in the Official Gazette (No. 25~~agency,~~517) on~~ ~~April 4, 2006. A metallic mineral exploration concession~~ is ~~valid for~~responsible ~~four years, with extensions available~~ for ~~another four years. There are various reporting requirements and a tax on~~ the ~~exploration~~ ~~concessions~~administration ~~which begins at $0.50 per ha during the first year and increases to $1.50 per ha in year five. As~~ of ~~December 31, 2008 and through to~~ the ~~date~~forest ~~of this filing, no amounts were due from the Company, as Cuprum was not an entity consolidated into the Company~~reserve. ~~The next tax due on the exploration concessions will be due in year five, or 2010, which is estimated to be approximately $8,000.~~

The ~~owner of~~Palo ~~the~~Seco ~~exploration~~Reserve, ~~mineral~~Forestal ~~concession~~is divided into various sub-zones, each of which has ana ~~exclusive~~different ~~right~~level toof protection. The current management plan does not specifically address mineral exploration and development, however the ~~application~~ portion of anthe ~~exploitation~~Palo ~~concession.~~Seco ~~The~~Forest ~~terms~~Reserve ~~under~~nearest ~~which~~the ~~major~~Chorcha ~~projects~~Project ~~proceed~~is ~~are negotiated~~assigned to a highly protected status with entry permitted only for scientific research. In the ~~government~~past exploration has been permitted within the limits of forest reserves, however damages must be mitigated.

APrior ~~portion of~~exploration ~~the~~work on Cerro Chorcha ~~concession~~has ~~occurs~~not onresulted anin ~~autonomous~~anything ~~aboriginal~~that ~~land~~could ~~reserve (Comarca)~~be ofconsidered ~~the~~to ~~Ngobe-Bugle~~be ~~(see~~an ~~figure~~environmental 2)liability. ~~There are no permanent habitations in the area of the concession.~~

~~Cuprum signed~~Most anof ~~exclusive~~Panama ~~mineral~~consists ~~exploration~~of ~~agreement~~island ~~(the~~arc ~~"Agreement")~~assemblages ~~with~~of ~~the Comarca~~Cretaceous ~~on July 28, 2004. The Agreement grants Cuprum the exclusive rights~~ to ~~explore~~ ~~for~~Recent ~~minerals~~age ~~and~~which tohave ~~negotiate~~resulted afrom ~~new agreement with~~ the ~~Comarca~~subduction ~~for the "next phase~~ of ~~activity" upon completion of~~ the ~~exploration~~Cocos ~~phase.~~tectonic ~~The~~plate ~~Agreement is~~underneath ~~valid until~~ the ~~expiration~~Caribbean ~~of the Exploration Concession and strictly follows the Panama Mining Code whereby an exploitation concession is granted once the presence of commercial ore is demonstrated~~plate.

~~The Agreement~~In ~~(resolution~~western ~~#1 February 12~~Panama, ~~2006)~~where ~~was~~Cerro ~~signed~~Chorcha byis ~~the President of the Regional Congress of the NoKribo Region (Mr. Enrique Pineda)~~located, ~~the~~Miocene ~~Chief~~andesitic ofto ~~the NoKribo~~basaltic ~~Region~~flows ~~(Mr. Johnny Bonilla),~~ and ~~the~~volcanoclastic ~~president~~rocks of the ~~Local~~Caflazas ~~Congress~~Group ~~of the~~have ~~Kanicintti~~been ~~District~~intruded ofby ~~the~~Pliocene ~~NoKribo~~to ~~Region~~Miocene ~~(Mr.~~granodiorite ~~Julian Palacio)~~ and, ~~for Cuprum,~~monzonitic ~~the~~rocks ~~General Manager and Secretary~~ of the ~~Board of Directors (Mr~~Tabasara. ~~Alfredo Burgos).~~

~~Among~~The ~~the issues~~Porphyry ~~covered~~copper bydeposits ~~the~~in ~~Agreement~~Panama are: ~~work~~associated ~~progress,~~with ~~budgets~~calc-alkaline ~~and~~intrusives. ~~reporting; employment~~Panama ~~and~~hosts ~~training;~~two ~~land~~'world ~~rentals~~class' ~~and~~mineralized ~~leasing;~~systems ~~development~~at ~~programs; environment,~~Cerro ~~education~~Colorado and ~~culture;~~at ~~force~~Petal ~~majeure;~~Pine, ~~settlement~~each containing in excess of ~~conflicts; notification,~~one ~~continuity~~billion ~~and~~tons ~~applicable~~of ~~laws~~mineralized rock.

AAt ~~joint committee~~Cerro ~~was~~Chorcha ~~created~~the bymain ~~Cuprum~~area ~~and~~of ~~the~~interest ~~peoples~~occurs ofwithin ~~the Comarca. Monthly~~a ~~meetings~~composite ofintrusion, ~~the~~consisting ~~committee~~of ~~are~~diorite, ~~held~~quartz todiorite, ~~review development~~ and tolesser ~~ensure~~amounts ~~continued~~of ~~mutual support~~monzodiorite. ~~All~~Small ~~work~~bodies ~~planned~~and bydykes ~~the Company~~of ~~and~~quartz ~~Cuprum,~~feldspar toporphyry ~~date,~~and ~~have~~mafic ~~been~~dykes ~~formally~~cut ~~reviewed~~the byvarious intrusive phases and ~~the~~are ~~approved~~considered ~~by the~~to ~~operating~~be ~~committee~~post-mineral.

The ~~northwestern~~ ~~portion~~Cerro ofChorcha ~~the~~project ~~Concession~~contains isporphyry incopper ~~the~~mineralization ~~watershed~~with ofrelated ~~the~~gold ~~Fortuna Hydroelectric~~and ~~Project.~~some ~~Significant~~reported ~~development in the hydra-electric reserve area would require approval from Fortuna S~~molybdenum.A. (aOxide ~~corporation composed equally of Americas Generation Corp.~~ and ~~the~~hypogene ~~State~~copper ofzones ~~Panama)~~are ~~which purchased the publicly owned Institute deRecursos Hidro-electricos y Electrificacion (IE) in 1998~~present.

12Distal propylitic (chlorite, epidote, and actinolite) alteration surrounds proximal phyllic (sericitie and silicic) zones. Much of the chalcopyrite and bornite mineralization occurs in a quartz-magnetite stock work and vein facies within the intrusive.

The mineralized area, as presently known, is far outside of the reserve; in fact, it is on the other side of the Continental Divide from the Fortuna Project and therefore does not affect the catchment area.11

~~Exploration work~~There ~~can~~is bea ~~performed~~strong ~~within~~structural ~~the~~component ~~boundaries~~to of the ~~hyrdo-electric~~more ~~reserve,~~or ~~as long~~less aseast-west wetrending ~~present~~mineralized ~~the~~body ~~plan~~which ~~and~~is ~~procedures~~cut ~~that~~by ~~adhere~~conjugate toNE-SW ~~the~~and ~~respective regulations~~NW-SE ~~they~~trending ~~will not affect the watershed~~faults.

ABy ~~portion of~~analogy with the ~~Palo~~Cerro ~~Seco~~Colorado ~~Forestal~~porphyry ~~(Forestry~~copper ~~Reserve)~~deposit ~~enters~~only ~~the~~35 ~~concession~~km ~~from~~to the ~~north~~ ~~and~~ESE ~~extends~~it tois ~~within~~thought ~~about~~that ~~one kilometer north of~~ the ~~main~~porphyry ~~mineralized zone,~~copper ~~although~~mineralization ~~legal~~at ~~survey~~Cerro ofChorcha ~~this~~is ~~area~~between ~~has~~three ~~not~~and ~~yet~~five ~~been~~million ~~done~~years old.

~~ANAM (Autoridad~~There ~~Nacional~~are ~~del~~scattered ~~Ambiente),~~mineralized ~~Panama's~~showings ~~environmental~~over ~~agency,~~the isentire ~~responsible for~~242 ~~the~~square ~~administration~~kilometer ofCerro ~~the~~Chorcha ~~forest reserve~~concession.

~~The~~Porphyry ~~Palo Seco~~copper ~~Forest~~(Cu) ~~Reserve~~mineralization iswith ~~divided~~associated ~~into various sub-zones~~gold, ~~each~~silver ~~of which has different levels of protection. The current management plan does not specifically address mineral exploration~~ and ~~development;~~molybdenum ~~however,~~occur ~~the~~at ~~portion of~~ the ~~Palo~~main ~~Seco~~Cerro ~~Forest~~Chorcha ~~Reserve~~zone ~~nearest~~ (the ~~Chorcha~~Guariviara ~~Project~~Zone) isover ~~assigned~~an toarea ~~a highly~~measuring ~~protected status with entry permitted only for scientific research~~1.1 ~~In the~~kilometers ~~past~~by ~~exploration~~500 ~~has been permitted within the limits of forest reserves, however, damages must be mitigated~~meters.

~~We believe~~Much ~~that~~of ~~prior~~the ~~exploration~~mineralization ~~work~~is onstructurally ~~Cerro~~controlled ~~Chorcha~~and ~~has~~is ~~not~~related ~~resulted~~to ~~in anything~~quartz-magnetite ~~that~~sulphide ~~could~~veining beand ~~considered~~stockwork tozones bewithin anthe ~~environmental~~intrusive ~~liability~~rocks. Laterally outward from the quartz-magnetite zones, sericite-altered intrusive rock contain fracture/veinlet controlled sulphides. The alteration outward from the phyllic, sericitic and siliceous material is predominantly propylitic.

~~Most~~Minerals ~~of Panama~~encountered ~~consists~~in ofthe ~~island~~hypogene ~~arc~~zone ~~assemblages~~consist of ~~Cretaceous~~magnetite, tochalcopyrite, ~~Recent~~pyrite, ~~age~~bornite ~~which~~and ~~have resulted~~minor ~~from~~sphalerite ~~the~~and ~~subduction~~molybdenite. ofOnly ~~the~~minor ~~Cocos~~supergene ~~tectonic~~mineralization ~~plate~~has ~~underneath~~been ~~the Caribbean plate~~observed.

~~In western~~Exploration ~~Panama,~~by ~~where~~previous ~~Cerro~~operators ~~Chorcha~~has isincluded ~~located,~~regional ~~Miocene~~stream ~~andesitic~~sediment togeochemistry, ~~basaltic flows~~prospecting, ~~and~~trenching, ~~volcaniclastic~~soil ~~rocks~~and ofrock ~~the~~chip ~~Caflazas~~sampling, ~~Group~~aerial ~~have~~and ~~been~~ground ~~intruded~~geophysics, ~~by Pliocene~~and tothe ~~Miocene~~drilling ~~granodiorite~~of ~~and~~35 ~~monzonitic~~drill ~~rocks~~holes ofaggregating ~~the Tabasara~~7036 in.

~~The Porphyry~~ASARCO ~~copper~~Exploration ~~deposits~~Company inof ~~Panama~~Canada ~~are~~Ltd. ~~associated~~discovered ~~with~~the ~~calc-alkaline~~Guariviviara ~~intrusives. Panama~~Zone ~~hosts~~during ~~two~~a ~~'world~~regional ~~class'~~stream ~~mineralized~~sediment ~~systems~~program atinitiated ~~Cerro~~in ~~Colorado~~1969. ~~and~~In ~~at Petaquilla~~1976, ~~each~~exploration ~~containing~~efforts included sampling, mapping and trenching resulted in ~~excess~~defining ofporphyry ~~one~~copper ~~billion~~mineralization ~~tonnes~~grading greater than 0.2% Cu over an area of ~~mineralized rock~~600 meters by 300 meters.

AtASARCO ~~Cerro Chorcha,~~mobilized ~~the~~a ~~main~~drill ~~area~~onto ofthe ~~interest~~property. ~~occurs~~Negotiations ~~within~~with athe ~~composite~~Government ~~intrusion, consisting~~to ofimprove ~~diorite,~~the ~~quartz~~terms ~~diorite,~~of ~~and~~the ~~lesser~~concession ~~amounts~~agreement offailed ~~monzodiorite.~~and ~~Small bodies~~the ~~and~~company ~~dykes~~abandoned ofthe ~~quartz~~project ~~feldspar~~without ~~porphyry~~drilling. ~~and~~A ~~mafic~~total ~~dykes~~of ~~cut~~over ~~the~~400 ~~various intrusive~~samples ~~phases~~were taken and ~~are~~assayed ~~considered~~during tothe beASARCO ~~post-mineral~~tenure.

~~The~~In ~~Cerro Chorcha~~the ~~project~~period ~~contains~~1990 ~~porphyry~~to ~~copper~~1992 ~~mineralization~~Consultores ~~with~~Geologicos ~~related~~S.A. ~~gold~~obtained a concession and ~~some~~ ~~reported~~confirmed ~~molybdenum.~~the ~~Oxide~~importance ~~and~~of ~~hypogene~~the ~~copper~~zone ~~zones~~discovered ~~are present~~by ASARCO.

~~Distal propylitic~~In ~~(chlorite,~~1993 ~~epidote,~~the ~~and~~original ~~actinolite)~~concession ~~alteration~~was ~~surrounds~~grouped ~~proximal phyllic~~together ~~(sericitie~~in ~~and~~a ~~silicic)~~land ~~zones.~~package ~~Much~~measuring of24,350 ~~the~~ha ~~chalcopyrite~~in ~~and~~an ~~bornite mineralization~~agreement ~~occurs~~between inConsultores aGeologicos ~~quartz-magnetite~~and ~~stockwork~~GeoRecursos International S.A. and ~~vein~~the ~~facies~~concession ~~within~~was ~~the intrusive~~transferred to Geo-Minas, S.A.

13During 1993 a north-south grid was cut with 200m line spacing. A total of sixty-seven soil, 30 rock and 64 chip samples were taken as part of a regional prospecting program.

~~There~~In ~~is a strong structural component to~~ the ~~more~~period or1994 ~~less~~and ~~east-west~~1995 ~~trending~~GeoRecursos ~~mineralized body~~International ~~which~~S.A. ~~is cut by conjugate NE-SW~~ and ~~NW-SE~~Arlo ~~trending~~Resources ~~faults.~~(Arlo) Byexpanded ~~analogy with~~ the ~~Cerro~~grid, ~~Colorado~~performed ~~porphyry~~geochemical, ~~copper deposit only 35 km to the ESE~~geological, ~~it is thought that the porphyry copper mineralization at Cerro Chorcha is between three~~ and ~~five~~ ~~million~~magnetic ~~years~~surveys ~~old. There are scattered mineralized showings over the entire 242 square kilometer Cerro Chorcha concession. Porphyry copper (Cu) mineralization with associated gold, silver~~ and ~~molybdenum~~regional ~~occur~~prospecting ~~at the main Cerro Chorcha zone (the Guariviara Zone) over an area measuring 1~~work.~~1 kilometers by 500 meters.~~

~~Much~~GeoRecursos ~~of the mineralization is structurally controlled~~ and isArlo ~~related~~completed to27 ~~quartz~~helicopter-~~magnetite sulphide~~supported ~~veining~~diamond ~~and~~drill ~~stockwork~~holes ~~zones~~on ~~within~~ the ~~intrusive~~Guariviara ~~rocks.~~Zone ~~Laterally outward~~for ~~from~~a ~~the~~total ~~quartz-magnetite~~of ~~zones~~5,765 ~~sericite-altered intrusive rock contain fracture/veinlet controlled sulphides~~meters. ~~The alteration outward from the phyllic, sericitic and siliceous material is predominantly propylitic.~~

~~Minerals encountered~~During in1997 and 1998 Cyprus Minera de Panama (Cyprus) obtained an option on the ~~hypogene~~property. ~~zone~~Cyprus ~~consist~~expanded ofthe ~~magnetite~~grids, ~~chalcopyrite~~refined the geology of the deposit, ~~pyrite~~mapped and sampled outlying zones, ~~bornite~~ conducted airborne radiometric and ~~minor~~magnetic ~~sphalerite~~surveys and ~~molybdenite~~drilled nine diamond drill holes for a total of 1271 meters. ~~Only~~Cyprus ~~minor~~left ~~supergene mineralization~~Panama ~~has~~and ~~been~~the ~~observed~~concession remained dormant, finally being officially cancelled April 15, 2004.

Exploration by previous operators has included regional stream sediment geochemistry, prospecting, trenching, soil and rock chip sampling, aerial and ground geophysics, and the drilling of 35 drill holes aggregating 7,036 meters. ASARCO Exploration Company of Canada Ltd. discovered the Guariviara Zone during a regional stream sediment program initiated in 1969. In 1976, exploration efforts included sampling, mapping and trenching resulted in defining porphyry copper mineralization grading greater than 0.2% Cu over an area of 600 meters by 300 meters. ASARCO mobilized a drill onto the property. Negotiations with the government to improve the terms of the concession agreement failed and the company abandoned the project without drilling. A total of over 400 samples were taken and assayed during the ASARCO tenure.12

InFollowing ~~the period~~approval ~~from~~of ~~1990~~the tonew ~~1992,~~Chorcha ~~Consultores~~mineral ~~Geologicos~~concession ~~S.A.~~Cuprum ~~obtained~~and aBelhaven ~~concession~~undertook ~~and confirmed~~ the ~~importance~~construction of the ~~zone~~Chorcha ~~discovered~~exploration bycamp ~~ASARCO. In~~and ~~1993, the~~conducted ~~original~~a ~~concession~~short ~~was~~program ~~grouped~~of ~~together~~geologic inmapping aand ~~land~~one-meter ~~package~~channel ~~measuring~~samples ~~24,350 ha~~were incollected anfrom ~~agreement~~several ~~between~~zones ~~Consultores~~of ~~Geologicos~~structurally-controlled ~~and~~quartz-magnetite ~~GeoRecursos~~stock ~~International SA.~~work ~~and~~that ~~the~~appears ~~concession~~to ~~was~~host ~~transferred~~the tohigh-grade ~~Geo~~copper-~~Minas,~~gold-silver Smineralization.~~A. During~~ ~~1993 a~~Reported ~~north-south~~grades ~~grid~~within ~~was~~the ~~cut~~stock ~~with~~work ~~200~~zone, ~~meter~~returned ~~line~~a ~~spacing. A~~ total of ~~sixty-seven soil,~~61 30meters ~~rock~~at ~~and~~an 64average ~~chip~~grade ~~samples~~of ~~were~~1.89% ~~taken~~Cu, as1.44 ~~part~~g/t ofAu, aand ~~regional~~23.28 ~~prospecting program~~g/t Ag.

InBased ~~the period~~upon ~~from~~exploration ~~1994~~work toon ~~1995~~the ~~GeoRecursos~~Cerro ~~International~~Chorcha, ~~S.A.~~Bellhaven and ~~Arlo~~the ~~Resources (Arlo)~~Company ~~expanded~~have procured a technical report on the ~~grid~~property which was prepared in compliance with the National Instrument (NI) 43-101, ~~performed~~"Standards ~~geochemical~~of Disclosure For Mineral Projects" adopted by Canadian securities regulatory authorities. However, ~~geological~~a company reporting under the U.S. Securities Exchange Act of 1934 may not report resources designated under NI 43-101 based upon a pre-feasibility study. In addition, ~~and~~to ~~magnetic surveys~~designate reserves under the Industry Guide 7 of the U.S. Securities and ~~regional~~Exchange ~~prospecting~~Commission ~~work~~a final or bankable feasibility study is required. ~~GeoRecursos~~ Accordingly, while Bellhaven, Cuprum and ~~Arlo~~the ~~completed 27~~Company ~~helicopter~~have used the NI 43-~~supported~~101 ~~diamond~~report ~~drill~~in ~~holes~~their onevaluation of the ~~Guariviara~~property, ~~Zone~~they are not claiming or asserting any reserves for athe ~~total of~~Cerro ~~5,765~~Chorcha ~~meters~~and it must be considered as an exploration property without any known resources. The proposed program for the Cerro Chorcha is exploratory in nature.

~~During 1997~~The ~~and~~final ~~1998,~~two ~~Cyprus~~phases ~~Minera~~of dea ~~Panama~~three ~~(Cyprus)~~phase ~~obtained~~program ~~an option on the property. Cyprus expanded the grids, refined the geology~~ of ~~the~~geologic ~~deposit,~~investigation ~~mapped and~~was ~~sampled~~planned ~~outlying~~to ~~zones,~~be conducted ~~airborne~~with ~~radiometric~~Cuprum ~~and~~serving ~~magnetic~~as ~~surveys and~~the ~~drilled~~operator. ~~nine~~Apart ~~diamond~~from ~~drill~~direct ~~holes~~geologic ~~for~~work, aeach ~~total~~phase of ~~1,271 meters. Cyprus~~the ~~left~~program ~~Panama~~included ~~and~~ the ~~concession~~funding ~~remained~~of ~~dormant, finally~~some ~~being~~social ~~officially~~program ~~cancelled~~with onthe ~~April~~local ~~15,~~indigenous ~~2004~~groups.

14Phase One included surface prospecting, surface geologic mapping, trenching and sampling as well as an 11-hole diamond drill program of 3,615.8 meters. The phase one program was conducted from March 2007 to November 2007, had a budget of $2.1 million dollars and actual costs of $2,100,492.

~~Following approval~~A ofcontract ~~the~~with ~~new~~Cabo ~~Cerro~~Drilling ~~Chorcha~~Corp. ~~mineral concession~~(Cabo), ~~Cuprum and Belhaven undertook the construction~~ of ~~the~~Vancouver, ~~Cerro~~B.C. ~~Chorcha~~Canada ~~exploration~~was ~~camp~~signed ~~and~~to ~~conducted~~perform ~~a short~~the drill program ofon ~~geologic~~March ~~mapping~~14, ~~and~~2007. ~~one-meter~~In ~~channel~~preparation ~~samples~~for ~~were~~the ~~collected from~~drill ~~several~~program, ~~zones~~the ofCompany ~~structurally-controlled~~built ~~quartz-magnetite~~drill ~~stockwork~~pads ~~that appears~~and tofuel ~~host~~storage ~~the~~facilities. ~~high-grade~~The ~~copper~~3,600-~~gold-silver~~meter ~~mineralization.~~drill ~~Reported grades~~program ~~within~~was ~~the~~commenced ~~stockwork~~in ~~zone~~June ~~returned~~2007 aand ~~total~~concluded ofin 61November ~~meters~~2007 atwith aneleven ~~average grade~~drill ofholes ~~1.89%~~and Cu3, 1615.448 ~~g/t~~meters ~~Au,~~have ~~and~~been ~~23.28~~drilled ~~g/t~~with Agencouraging results.

~~Based~~The ~~upon~~drill ~~the~~program ~~exploration~~of ~~work~~3,615.8 onmeters, confirmed the ~~Cerro~~ ~~Chorcha~~Company’s ~~concession,~~geologic ~~Bellhaven~~model ~~and~~which ~~Cuprum~~outlined ~~have procured~~ a ~~technical~~structurally ~~report on~~controlled ~~the~~mineralized ~~property~~zone ~~which was prepared in compliance~~ with ~~the~~a ~~National Instrument (NI) 43~~NE-~~101,~~SW ~~“Standards of Disclosure For Mineral Projects” adopted by Canadian securities regulatory authorities~~direction. ~~However,~~ aHoles ~~company reporting under the U.S. Securities Exchange Act of 1934 may not report resources designated under NI 43~~CH-~~101 based upon a pre~~07-~~feasibility~~01 ~~study. In addition,~~ to ~~designate~~ ~~reserves~~CH-07-11 ~~under~~drilled ~~the~~across ~~Industry Guide 7 of~~ the ~~U.S.~~higher ~~Securities~~grade ~~and Exchange~~stock ~~Commission~~work structures, identifying a ~~final~~zone orof ~~bankable~~nearly ~~feasibility~~900 ~~study~~meters ~~is required. Accordingly,~~in ~~while~~strike ~~Bellhaven~~length, ~~Cuprum~~which ~~and~~will ~~the~~be ~~Company~~further ~~have used~~defined by the NInext ~~43-101~~drilling ~~report~~campaign. ~~in their evaluation of the property~~Additionally, ~~they are not claiming or asserting any reserves for~~ the ~~Cerro~~drill ~~Chorcha~~program ~~and~~confirmed itan ~~must~~envelope ~~be considered~~of asmedium angrades ~~exploration~~(ranging ~~property~~from ~~without~~0.4 ~~any~~to ~~known resources~~0. ~~The~~8% ~~proposed~~Cu) ~~program~~which ~~for~~surround the ~~Cerro~~higher ~~Chorcha~~grade ~~concession~~stock ~~is exploratory~~work ~~in nature~~zones.

~~Unless~~All ~~changes~~holes ~~are~~drilled ~~required,~~appeared to indicate potential for the ~~three-phase~~ ~~program~~extension of ~~geologic~~the ~~investigation~~higher ~~will~~grade bezone ~~conducted~~at ~~with~~depth ~~Cuprum serving~~ as ~~the~~evidenced ~~operator.~~by ~~Apart~~dipping ~~from~~mineralized ~~direct~~structures ~~geologic~~observed ~~work,~~in ~~each~~drill ~~phase~~core ofand ~~the program~~as ~~includes~~shown ~~the~~on ~~funding~~cross ofsections. ~~some~~This ~~social~~possibility ~~program~~was ~~with~~planned ~~the~~to ~~local~~be ~~indigenous groups~~explored to greater extent by a10,000 meter drill program.

~~Phase~~The ~~One included~~previous ~~surface~~drill ~~prospecting,~~program ~~surface~~gives ~~geologic~~better ~~mapping,~~context ~~trenching~~to the probable continuity of higher grade stock work and ~~sampling as~~porphyry-style ~~well~~mineralization aswithin aareas ~~3,615.8~~of ~~meter~~previously ~~diamond~~unexplained ~~drill~~rock ~~program. In~~and ~~March~~soil ~~2007,~~geochemical anomalies surrounding the ~~Phase~~ ~~One~~known ~~program~~Chorcha ~~commenced~~deposit. A ~~contract~~These ~~with~~anomalies ~~Cabo~~are ~~Drilling~~located ~~Corp~~within 0. ~~(Cabo)~~5 to 1 kilometer to the north, south and east of ~~Vancouver~~the drill indicated resource, ~~B.C.~~and ~~Canada~~are ~~was~~now ~~signed~~being investigated by field crews to ~~perform~~develop drill targets for the next tentative drill program. ~~on March~~The 14updated NI-43-101 report, ~~2007. In~~which ~~preparation~~was published in August 2008, was to serve as the basis for the next 10,000 meter drill program planned for 2016 or later, depending on the Company’s ~~and Cuprum~~success ~~built~~in ~~drill~~negotiations ~~pads~~with ~~and~~the ~~fuel~~Panamanian ~~storage~~government ~~facilities~~or the outcome of legal action mentioned throughout this report. The ~~3,615.8~~purpose ~~meter~~of the next drill program ~~was~~will ~~commenced~~be into ~~June~~provide ~~2007~~greater ~~and~~continuity ~~concluded~~to inthe ~~December 2007. The~~geological ~~total~~model ~~amount~~and ofto ~~expenditures~~further bydefine the ~~Company~~mineralization ~~based~~at onCerro ~~a mutually~~Chorcha ~~approved~~which ~~annual~~remains ~~budget~~open ~~was~~in $2almost every direction,~~100,492. Eleven~~ ~~drill~~and ~~holes~~ to extend porphyry-style copper and ~~3,615.8~~gold ~~meters~~mineralization ~~were~~to ~~drilled~~areas ~~with~~adjacent ~~encouraging~~to ~~results~~and surrounding the known deposit.

The first drill hole, CH-07-01, was drilled to test a structurally-controlled quartz-magnetite-sulphide stockwork zone that hosts higher grade copper-gold-silver mineralization than what is observed within the larger mineralized Chorcha porphyry system.13

~~The~~Summary ~~main zone~~ of ~~mineralization~~2007 inDrill Hole ~~CH-07-01 begins at the surface, and is the thickest and the highest grade thus far encountered within the Cerro Chorcha porphyry copper deposit.~~Results:

Hole ID

From/To

Length

Copper

Gold

Silver

CH-07-01

0-239.4m

239.4m

1.20

0.23 g/t

6.1 g/t

CH-07-02

5.1-278m

272.9m

0.73

0.06 g/t

2.6 g/t

CH-07-03

4-319.9m

313.9m

0.46

pending

1.1 g/t

CH-07-04

0-445.78m

445.78m

0.39

0.07 g/t

1.4 g/t

CH-07-05

2-386.6m

384.6m

0.43

0.06 g/t

1.6 g/t

CH-07-06

0-346m

346m

0.42

0.05 g/t

1.4 g/t

CH-07-07

0-305.9m

305.9m

0.57

0.04 g/t

Pending

CH-07-08

0-270m

270m

0.41

0.06 g/t

pending

CH-07-09

4-295m

287m

0.28

0.04 g/t

1.5 g/t

CH-07-10

0-422m

419m

0.19

0.03 g/

Pending

CH-07-11

4-297.43m

293.43m

0.33

0.06 g/t

1.3 g/t

~~Highlights~~ Copper values were obtained by ICP-MS from ~~Hole~~Acme Labs, Vancouver for Holes CH-07-01 ~~include:~~to CH-07-06, and atomic absorption spectroscopy results were obtained by SGS Labs, Peru for Holes CH-07-07 to CH-07-11. Gold values were performed by fire assay prep and AAS finish. Silver values were obtained by utilizing ICP-MS analysis.

From/To

Length

Copper

Gold

Silver

0 to 239.4 m

239.4 meters

1.20

0.23 g/t

6.1 g/t

0 to 785.4 ft

785.4 feet

including

0 to 114m

114 meters

2.01

0.43 g/t

11.3 g/t

0 to 374 ft

374 feet

including

52 to 90 m

38 meters

2.88

0.73 g/t

14.3 g/t

170.6 to 295.3

124.7 feet

Phase Two was planned to include the creation of access road into the Chorcha main zone. Phase two will also include surface prospecting, surface geologic mapping, trenching and sampling as well as a 26-hole, 10,000-meter diamond drill program of systematic drilling utilizing several diamond drill rigs. Phase two will have a budget of approximately $6,900,000.

~~Gold values~~Phase ~~are~~Three bywas ~~fire~~planned ~~assay~~to ~~prep~~concentrate ~~and~~on ~~ICP-MS~~the ~~finish,~~completion ~~and~~of ~~copper~~a ~~and~~bankable ~~silver~~feasibility ~~values~~study by ~~multi-acid~~ ~~digestion~~conducting ~~and~~the ~~ICP-MS~~appropriate ~~analysis~~meters of drilling necessary to complete this task. Further ~~Analyses~~details ~~were~~or ~~performed~~the bycosts ~~ACME~~affiliated ~~Labs in~~with ~~Vancouver~~Phase Three cannot be determined unless a Phase 2 has been completed or until significant results of the Phase two have been assessed.

~~Hole CH-07-01~~Throughout isthe ~~located~~exploration ~~about~~all 50samples ~~meters~~will ~~east~~be ofprepared aand ~~1995~~analyzed ~~Arlo~~by ~~diamond~~an ~~drill~~independent ~~hole, G95-10.~~1S0 ~~Hole~~certified ~~G95-10 (north azimuth, -60 inclined) cored 309~~laboratory.~~1 meters (1014.1 feet) of 0.78 % copper and 0.07 g/t gold.~~

~~Hole CH-07-01~~The isexploration awork ~~northwest~~on ~~directed~~the ~~-60~~Cerro ~~degree~~Chorcha ~~angle~~project ~~hole~~was ~~that~~supervised ~~has~~by ~~encountered extensive~~Michael ~~quartz-magnetite-sulphide~~D. ~~stockwork~~Druecker, ~~veins~~Ph.D., ~~and breccias that host the high grade copper-gold-silver mineralization~~P.Geo ~~The~~a ~~entire~~Qualified ~~drill~~Person ~~hole~~as (0defined toin ~~239.4 meters)~~NI ~~(785.~~43 ~~feet) averages 1~~-101.2 ~~% copper, 0~~Mr.23 ~~grams~~Druecker ~~per~~has ~~tonne~~verified ofthat ~~gold~~trench and ~~6.1~~ ~~grams~~drill ~~per~~results ~~tonne~~have ofbeen ~~silver.~~accurately ~~The~~summarized ~~hole~~from ~~indicates~~the aofficial ~~vector~~assay ~~toward~~certificates ~~greater thickness~~provided ~~and~~to ~~grade~~the ~~at depth~~Company.

The ~~zone of~~Company's ~~higher~~drilling ~~grade~~sampling ~~copper-gold-silver~~procedures ~~mineralization~~followed ~~in Hole CH-07-01 is associated with stockwork veins, breccias and disseminations hosted in a quartz diorite to quartz monzodiorite porphyry of probable late Tertiary age within~~ the ~~Cerro Chorcha~~Exploration ~~porphyry~~Best ~~intrusive~~Practices ~~complex.~~Guidelines ~~The~~outlined ~~quartz-magnetite-sulphide~~by ~~stockwork zones appear to be a late, structurally-controlled mineralizing event within~~ the ~~porphyry~~ ~~center.~~Mining ~~Strong~~Standards ~~silicification~~Task ~~and~~Force ~~sericite-chlorite-magnetite alteration are closely associated with quartz-magnetite-sulphide stockwork veining~~ and ~~silica-flooded~~adopted ~~breccia~~by ~~zones~~the ~~with~~Toronto ~~copper~~Stock ~~sulphide~~Exchange. ~~(chalcopyrite~~Samples ~~and bornite)~~have ~~mineralization.~~been ~~Minor~~analyzed ~~supergene~~by ~~mineralization~~ICP (~~covellite,~~inductively ~~chalcocite, and~~coupled ~~native~~plasma/mass ~~copper~~spectrometry), ~~occurs within several meters of the surface~~ and ~~along fault zones at depth. The copper and~~ gold ~~mineralization~~analysis ishas ~~hosted~~been inby ~~both~~fire ~~the~~assay ~~oxide and~~with ~~sulfide~~gravimetric ~~portions~~finish ofon ~~the stockwork, and is open to the northeast, southeast, southwest, and at depth. The true thickness of the mineralized stockwork zone remains unknown as it is in~~ a ~~porphyry/stockwork~~30gram ~~environment~~split.

~~Hole CH-07-02~~Quality ~~was~~control ~~drilled~~measures, toincluding ~~test~~check aduplicates ~~structurally-controlled~~and ~~quartz~~sample standard-~~magnetite-sulphide stockwork~~assaying ~~zone~~were ~~that~~implemented. ~~hosts~~A ~~higher~~chain ~~grade~~of ~~copper-gold-silver~~custody ~~mineralization~~review ~~than what~~was isbeen ~~observed~~completed ~~within~~to ensure the ~~larger~~integrity ~~mineralized~~of ~~Chorcha~~all ~~porphyry system~~sample data. Samples were assayed by Acme Analytical Laboratories, independent of the Company.

~~Highlights from Hole CH-07-02 include:~~14

From/To

Length

Copper

Gold

Silver

5.1 to 246 m

240.9 m

0.81

0.08 g/t

2.9 g/t

16.7 to 807 ft

790.4 ft

including

5.1 to 130m

124.9m

1.32

0.15 g/t

4.8 g/t

16.7 to 426.5 ft

409.8 ft

The outstanding legal status of the project and the Company's financial condition delayed the Company’s ability to fund the commencement of Phase 2 and the Company’s operations. The Company planned to fund operations including Phase 2 by the sales of shares of the Company’s Common Stock and or Convertible Promissory Notes. However, in order to do so, the legal status of the Company’s Panamanian project must be resolved.

16Panamanian Regulations

~~Gold values~~The ~~are~~operations conducted on the Cerro Chorcha project by ~~fire~~Cuprum ~~assay~~are ~~prep~~subject to the supervisory and ~~ICP-MS~~administrative ~~finish~~laws of Panama which govern mining activities. In addition, these activities are governed by the terms and ~~copper~~conditions of the exclusive mineral exploration agreement between Cuprum and ~~silver~~the ~~values~~Regional ~~by multi-acid~~Congress ~~digestion~~of the NoKaibo Region, the Chief of the NoKaibo Region and ~~ICP-MS~~the ~~analysis~~Local Congress of the Kanicintti District of the NoKaibo Region as set out above. ~~Analyses~~The ~~were~~major ~~performed~~Panamanian bystatutes ~~ACME~~applicable ~~Labs in~~to ~~Vancouver~~these operations are the "Code of Mineral Resources," the "General Corporation Law" and the "General Environmental Law."

~~Hole CH-07-02~~Environmental is a southeast directed -60 degree angle hole drilled from the same site as Hole CH-07-01 (northwest directed, -60 degree angle hole). Hole CH-07-02 has encountered an extensive quartz-magnetite-sulphide stockwork of veins and breccias that host the higher grade copper-gold-silver mineralization. This stockwork zone is similar to the style of mineralization in Hole CH-07-01, but differs in vein density, alteration intensity and the ratio of chalcopyrite to bornite. The apparent thickness of the stockwork zone in Hole CH-07-02 is about 65 meters. The stockwork zone in Hole CH-07-01 has an apparent thickness of 57 meters. The true thicknesses of the mineralized stockwork zones remain unknown as they are in a porphyry/stockwork environment.Issues

~~The~~Although ~~zone of~~our ~~higher~~mineral ~~grade~~activities ~~copper-gold-silver~~are ~~mineralization~~outside inthe ~~Hole~~United ~~CH-07-02~~States isof ~~associated with~~America ~~stockwork~~and ~~veins,~~not ~~breccias~~subject ~~and~~to ~~disseminations~~Federal, ~~hosted~~state inor alocal ~~quartz~~provisions ~~diorite~~regarding ~~to quartz~~discharge ~~monzodiorite~~of ~~porphyry~~material ~~within~~into the ~~Cerro~~environment, ~~Chorcha~~they ~~porphyry~~are ~~intrusive complex.~~subject ~~The~~to ~~quartz-magnetite-sulphide~~all ~~stockwork~~the ~~zones~~environmental ~~appear~~regulations toof betheir arespective ~~late~~locales. However, ~~structurally-controlled~~ ~~mineralizing~~since ~~event~~our ~~within~~proposed ~~the~~activities ~~porphyry~~for ~~center.~~the ~~Strong silicification~~next ~~and~~several ~~sericite-chlorite-magnetite~~years ~~alteration~~ are ~~closely~~exploratory ~~associated with~~in ~~quartz-magnetite-sulphide~~nature, ~~stockwork~~the ~~veining~~effect ~~with~~of ~~copper~~the ~~sulphide (chalcopyrite~~regulations ~~and~~regarding ~~bornite)~~the ~~mineralization.~~discharge ~~Supergene~~of ~~mineralization~~materials ~~(chalcocite and~~into ~~native~~the ~~copper)~~environment ~~occurs~~will ~~within~~not ~~several~~have ~~meters~~a ofmaterial effect upon the ~~surface~~capital expenditures, earnings and ~~along~~competitive ~~fault zones~~position atof ~~depth~~the Company.

~~Hole CH-07-03~~Plan ~~was drilled to test the continuation~~ of structurally-controlled quartz-magnetite-sulphide stockwork zones that have been observed on-surface and in the two previous drill holes. The stockwork zones typically host higher grade copper-gold-silver mineralization than what is observed within the much larger mineralized Chorcha porphyry system. To date eight drill holes have been completed.Operations

17During the 12-month period commencing July 1, 2016, the Company will concentrate its efforts on the resolution of legal issues of the Panamanian copper prospect. We believe that it is doubtful that the Company will regain the concession and then any resolution is likely to involve a monetary payment to the Company. If the Company regains the concession, it would seek to resume operations and concentrate on the further exploration of the project. The Company will also continue to evaluate additional mineral acquisitions. The Company has hired outside counsel and on June 18, 2015, entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited, to fund its litigation against the Republic of Panama. The terms of the LFA allow for funding of up to $8,000,000 of the Company’s litigation costs and require repayment of 2.5 times of the amount funded to the Company for such legal costs. In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium.

~~Highlights from~~In ~~Hole~~the CHevent the Company is able to regain the concession in Panama as a form of settlement of the litigation, it would resume exploration work which would require approximately 10,000 meters of drilling at an estimated cost of $6,900,000. The Company would need to raise approximately $8,000,000 for the exploration work and the cost of operations for the 12-~~07-03~~month ~~include:~~period commencing July 1, 2016. There can be no assurance that such capital will be available to the Company.

From/To

Length

Copper

Gold

Silver

4 to 319.9 m

313.9 m

0.46

pending

1.1 g/t

13 to 1047 ft

1030 ft

including

122 to 154 m

32 m

0.82

pending

2.2 g/t

400 to 505 ft

105 ft

224 to 242 m

18 m

1.04

pending

2.1 g/t

735 to 794 ft

59 ft

286 to 319.9 m

33.9 m

0.62

pending

1.3 g/t

938 to 1047 ft

109 ft

The Company’s activities in evaluation of other mineral projects and concessions will require additional capital of approximately $500,000 to finance all of its operations for the 12-month period commencing July 1, 2016. There can be no assurance that such capital will be available to the Company.

Copper and silver values are by multi-acid digestion and ICP-MS analysis. Gold values by fire assay prep and ICP-MS finish are pending final laboratory results. Analyses were performed by ACME Labs in Vancouver.Competition

~~Hole CH-07-03~~In is a southeast directed -60 degree angle hole drilled from a site approximately 130 meters northeast of Holes CH-07-01 and CH-07-02. Hole CH-07-03 has encountered three (3) zones of quartz-magnetite-sulphide stockwork veins and breccias that host the ~~higher~~event ~~grade~~we ~~copper-gold-silver~~regain ~~mineralization. These stockwork zones are similar to~~ the ~~style~~Panama ~~of mineralization in Holes CH-07-01 and CH-07-02~~concession, ~~but~~we ~~differ~~would inface ~~vein~~competition ~~density~~from ~~and~~other ~~alteration~~copper ~~intensity.~~mining ~~The combined total thickness~~ and ~~grade~~producing ofcompanies ~~the~~around ~~three (3) stockwork zones in Hole CH-07-03 is 74 meters of 0.84 % copper. The true thicknesses of~~ the ~~mineralized~~world ~~stockwork zones~~from ~~remain~~companies ~~unknown~~that asare ~~they~~more ~~are~~established inand abetter ~~porphyry/stockwork environment~~capitalized.

~~The copper~~With ~~mineralization~~respect ~~at Chorcha is commonly found directly at surface. The bulk of the mineralization in Hole CH-07-03 was associated with the phyllic altered quartz diorite~~ to ~~quartz~~seeking ~~monzodiorite~~new ~~porphyry~~mining ~~that~~projects, iswe ~~widespread~~also ~~within~~face ~~the Cerro~~competition ~~Chorcha~~from ~~porphyry~~larger, ~~complex.~~more ~~From~~established ~~previous~~and ~~drill~~better ~~efforts~~capitalized itcompanies isseeking ~~known~~profitable ~~that~~projects ~~the mineralization~~around ~~may continues to a depth of over 500 meters. It is interesting to note that~~ the ~~final 33~~world.9 ~~meters of Hole CH-07-03 averaged slightly higher grade (0.62% Copper).~~

Holes CH-07-04 and CH-07-05 were drilled to test the northward continuation of both copper mineralization and the structurally-controlled quartz-magnetite-sulphide stockwork zones that have been observed on-surface and in Holes CH-07-01, CH-07-02 and CH-07-03. These stockwork vein zones typically host higher grade copper-gold-silver mineralization than what is observed within the much larger mineralized Chorcha porphyry system. Holes CH-07-04 and CH-07-05 were collared toward the north-most known edge of the on-surface high-grade stockwork zone.15

18Personnel

~~Highlights from~~The ~~Hole~~Company ~~CH-07-04~~presently ~~include:~~employs 2 people. Both are full time employees. Pinchas Althaus, the Chief Executive Officer, and Diego Roca, the Chief Financial Officer. The Company anticipates hiring additional personnel for administrative and financial functions during the year ending December 31, 2016.

From/To

Length

Copper

Gold

Silver

0 to 445.78 m

445.78 m

0.39

0.07 g/t

1.4 g/t

0 to 1463 ft

1463 ft

Including

12 to 318 m

306 m

0.48

.08 g/t

1.7 g/t

39 to 1,043 ft

453 ft

Including

0 to 138 m

138 m

0.64

0.20 g/t

2.3 g/t

0 to 453 ft

453 ft

Including

20 to 68 m

48 m

1.01

0.28 g/t

2.6 g/t

66 to 223 ft

157 ft

ITEM 1A. RISK FACTORS

~~Highlights from~~Disclosure ~~Hole~~in ~~CH-07-05~~response ~~include:~~to this item is not required of a smaller reporting company.

From/To

Length

Copper

Gold

Silver

2 to 386.6 m

384.6 m

0.43

0.06 g/t

1.6 g/t

6.5 to 1268 ft

1262 ft

Including

2 to 302 m

300 m

.49

0.07 g/t

1.72 g/t

6.5 to 990 ft

Including

2 to 142 m

140 m

0.67

0.14 g/t

2.4 g/t

6.5 to 466 ft

Including

24 to 72 m

48 m

1.09

0.24 g/t

3.6 g/t

79 to 236 ft

157 ft

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Copper and~~Disclosure ~~silver~~in ~~values~~response ~~are~~to bythis ~~multi-acid~~item ~~digestion~~is ~~and~~not ~~ICP-MS~~required ~~analysis.~~of ~~Gold~~a ~~values by~~smaller ~~fire~~reporting ~~assay prep and ICP-MS finish~~company.

19ITEM 2. PROPERTIES

~~Hole CH-07-04~~The isCompany ahas ~~northwest~~no ~~directed~~material ~~-60~~physical ~~degree~~properties. ~~angle~~Its ~~hole~~material ~~drilled~~assets ~~from~~consist ~~a site approximately 130 meters north-northeast~~ of ~~Hole~~its ~~CH-07-01.~~stock ~~Hole~~ownership ~~CH-07-05 is a northwest directed -60 degree angle hole drilled from a site approximately 130 meters northeast~~ of ~~Hole CH-07-04 and extends~~ the ~~high~~Nevada ~~grade mineralized zone to a minimum of 260 meters along strike. Holes CH-07-04~~ and ~~CH-07-05~~Panamanian ~~have~~Subsidiary ~~both encountered a nearly 50 meter wide zone of quartz-magnetite-sulphide stockwork veins~~ and ~~breccias~~its ~~that~~contractual ~~host~~rights ~~the~~under ~~higher grade (>1% copper and >0.25 g/t gold) mineralization. These stockwork zones are similar to~~ the ~~style~~Panamanian ~~of mineralization in Holes CH-07-01 and CH-07-02, but differ in vein density and alteration intensity~~project. The ~~true~~material ~~thicknesses~~assets of the ~~mineralized~~Panamanian ~~stockwork~~Subsidiary ~~zones remain~~consist ~~unknown~~of asits ~~they~~contractual ~~are~~rights inunder athe ~~porphyry/stockwork~~two ~~environment~~Panamanian projects.

~~The copper~~ITEM ~~mineralization at Cerro Chorcha is commonly found at the surface, and is known from previous and present drill results to extend to depths of at least 500 meters~~3. ~~The~~LEGAL bulk of the mineralization in Holes CH-07-04 and CH-07-05 is associated with quartz-magnetite stockwork veins that are hosted by phyllic altered quartz diorite/monzodiorite porphyry that crops out over large areas within the Cerro Chorcha porphyry complex. Holes CH-07-04 and CH-07-05, as well as all previous assayed Holes, have bottomed in porphyry-style copper mineralization.PROCEEDINGS

~~Hole CH-07-06~~Neither ~~was~~the ~~drilled~~Company toor ~~test~~ the ~~eastward~~Nevada ~~continuation~~Subsidiary ~~and~~nor ~~Hole~~any ~~CH-07-07~~of ~~was drilled~~their toproperty ~~test~~is ~~the~~a ~~northward~~party ~~continuation~~or ofsubject ~~both~~to ~~copper~~any ~~mineralization~~pending ~~and~~legal ~~the structurally-controlled~~proceeding ~~quartz-magnetite-sulphide~~against ~~stockwork~~it. ~~zones~~The ~~that~~Company ~~have~~is ~~been observed~~not ~~on-surface~~aware ~~and~~of inany ~~previously~~contemplated ~~reported~~or ~~Holes.~~threatened ~~These~~legal ~~stockwork~~proceeding ~~vein~~against ~~zones typically~~it ~~host~~or ~~higher~~the ~~grade~~Nevada ~~copper-gold-silver~~Subsidiary ~~mineralization~~by ~~than~~any ~~what~~governmental ~~is observed~~authority ~~within~~or ~~the~~other ~~much larger mineralized Cerro Chorcha porphyry system~~party.

~~Highlights from~~As ~~Hole~~discussed CHin our proposed operations section above, on December 5, 2013, the Company notified the Panamanian government of the Company’s intent to initiate arbitration proceedings under the U.S.-07Panama Bilateral Investment Treaty (“U.S.-06Panama ~~include:~~BIT”) and the U.S.-Panama Trade Promotion Agreement (“U.S.-Panama TPA”). As the Panamanian government has not responded to the Company’s requests to discuss a negotiated settlement, The Company filed a formal request for arbitration at the International Centre for Settlement of Investment Disputes (“ICSID”) on March 29, 2016. The Company has determined the amount of relief that it will seek in the arbitration shall be $268,300,000. There can be no assurance that it will be successful or recover any amount.

From/To

Length

Copper

Gold

Silver

0 to 346 m

346 m

0.42

0.05 g/t

1.4 g/t

0 to 1135 ft

1135 ft

Including

8 to 84 m

76 m

0.66

0.11 g/t

1.9 g/t

26 to 276 ft

249 ft

Including

8 to 40 m

32 m

1.01

0.20 g/t

2.6 g/t

26 to 131 ft

105 ft

The dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession. Cuprum owns the exploration rights to the Cerro Chorcha concession. As discussed above, the Panamanian Ministry of Commerce and Industry (“MICI”) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension” on all actions involving the Cerro Chorcha. Awaiting resolution of the lawsuit, the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire. However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting ownership of the concession to the Panamanian government. Furthermore, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013. The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA.

~~Highlights from Hole CH-07-07 include:~~16

From/To

Length

Copper

Gold

Silver

0 to 305.9 m

305.9 m

0.57

0.04 g/t

pending

0 to 1004 ft

1004 ft

Including

20 to 214 m

194 m

0.72

0.05 g/t

pending

66 to 702 ft

636 ft

Including

166 to 214 m

48 m

0.97

0.07 g/t

pending

545 to 702 ft

157 ft

On March 29, 2016, the Company filed a Request for Arbitration against the Republic of Panama (Panama). This request was filed with the Secretary-General of the International Centre for Settlement of Investment Disputes (ICSID) under the terms of the U.S.-Panama Bilateral Investment Treaty (the U.S.-Panama BIT). The Request for Arbitration is the result of the above mentioned longstanding dispute arising from Panama’s expropriation of Dominion’s substantial investment in the Cerro Chorcha mining concession.

20The Request for Arbitration sets forth Dominion’s claims as follows:

~~Copper and silver values are by multi-acid digestion and ICP-MS analysis. Gold values by fire assay prep and ICP-MS finish.~~·

~~Hole CH-07-06~~Panama’s isactions aamounted ~~southeast~~to ~~directed~~an ~~-60~~expropriation ~~degree angle hole drilled from a site approximately 110 meters northeast~~ of ~~Hole~~Dominion’s ~~CH-07-03.~~investment ~~Hole~~within ~~CH-07-07 is a northwest directed -60 degree angle hole drilled from a site approximately 120 meters east-northeast of Hole CH-07-05 and extends~~ the ~~higher~~meaning ~~grade mineralized zone to a minimum~~ of ~~450~~Article ~~meters~~IV ~~along strike. Hole CH-07-07 has encountered a nearly 50 meter wide zone~~ of ~~quartz-magnetite-sulphide stockwork veins and breccias that host~~ the ~~higher grade (+1% copper) mineralization~~U.S.-Panama ~~This~~BIT, ~~stockwork zone~~as isthey ~~similar~~had to the ~~style~~effect of ~~mineralization~~depriving inDominion ~~Holes~~of ~~CH-07-01,~~all ~~02,~~or ~~04,~~substantially ~~05, but~~all ~~differs in vein density and alteration intensity. The true thicknesses~~ of ~~the~~ ~~mineralized~~its ~~stockwork~~investment ~~zones remain unknown as they are~~ in ~~a porphyry/stockwork~~Cerro ~~environment.~~Chorcha; and

The copper mineralization at Chorcha is commonly found at the surface, and is known from previous and present drill results to extend to depths of at least 500 meters. The mineralization in Holes CH-07-06 and CH-07-07 is associated with quartz-magnetite stockwork veins that are hosted by phyllic altered quartz diorite/monzodiorite porphyry that crops out over large areas within the Cerro Chorcha porphyry complex. Holes CH-07-06 and CH-07-07, as well as all previous assayed Holes, have bottomed in porphyry-style copper mineralization.·

~~Hole CH-07-08~~Panama’s ~~was~~actions ~~drilled~~breached toits ~~test~~obligations ~~the~~under ~~eastern~~Article ~~and~~II ~~south-eastern extent~~ of ~~both~~ the ~~structurally-controlled~~ ~~quartz~~U.S.-~~magnetite-sulphide~~Panama ~~stockwork~~BIT ~~zones~~to ~~(higher~~accord ~~grade mineralization)~~fair and ~~the~~equitable ~~larger~~treatment ~~porphyry-style~~to ~~mineralized~~Dominion ~~system~~with respect to its investment in Cerro Chorcha.

~~Highlights from~~ITEM ~~Hole~~4. ~~CH-07-08~~MINE ~~include:~~SAFETY DISCLOSURES

From/To

Length

Copper

Gold

Silver

0 to 270 m

266 m

0.41

0.06 g/t

Pending

0 to 886 ft

873 ft

including

0 to 82 m

82 m

0.69

0.15 g/t

Pending

0 to 269 ft

269 ft

0 to 28 m

28 m

0.98

0.25 g/t

pending

0 to 92 ft

92 ft

Not applicable.

~~Copper values~~PART ~~are by atomic absorption spectroscopy (AAS) analysis. Gold values by fire assay prep and AAS finish. Silver values by ICP-MS are pending final laboratory results.~~II

~~Hole CH-07-08~~Our iscommon astock ~~northwest~~is ~~directed~~currently ~~-60~~not ~~degree~~traded ~~angle~~on ~~hole~~any ~~drilled from a site approximately 200 meters southeast of Hole CH-07-07~~market. Our ~~Hole~~common ~~CH-07-08~~stock ~~encountered~~was ~~a 28~~formerly ~~meter,~~traded ~~near-surface~~under ~~zone of quartz-magnetite-sulphide stockwork that hosts~~ the ~~higher~~symbol ~~grade~~“DMNM” ~~(1.0 % copper~~ and ~~0.25~~was ~~g/t~~quoted ~~gold)~~on ~~mineralization. This stockwork zone is similar to~~ the ~~style~~OTCQB ~~and~~until ~~grade~~October of27, ~~mineralization~~2012 inwhen ~~previously reported Holes CH-07-01 thru CH-07-07. This extends~~ the ~~higher~~Company’s ~~grade~~registration ~~mineralized~~under ~~zones at least 500 meters along strike to~~ the ~~east,~~Securities ~~from~~and ~~Arlo~~Exchange ~~Hole~~Act ~~G95-10~~of to1934 ~~Hole CH-07-08~~was revoked. ~~Sixty~~The ~~(60)~~Company ~~meters to the south of Hole CH-07-08~~ is ~~vertical~~currently ~~Hole G95-25~~working ~~(Arlo,~~to ~~1995)~~file ~~that assayed 1% copper from~~ the ~~surface~~applicable todocumentation ~~40 meters, and bottomed at 522 meters~~ in ~~porphyry-style~~order ~~copper~~to ~~mineralization.~~resume ~~Assay~~trading ~~results from~~of ~~these~~its ~~Holes~~common ~~confirm~~stock ~~that stockwork~~ and ~~porphyry-style mineralization remains open~~ to ~~the~~be ~~east~~quoted ~~and~~on ~~at depth. In addition, assay results from previously reported Holes CH-07-04, CH-07-05 and CH-07-07 suggest that porphyry-style mineralization is also open to~~ the ~~north~~OTCQB.

~~The~~For ~~zone of~~the ~~higher~~periods ~~grade~~indicated, ~~copper-gold-silver~~the ~~mineralization~~following intable ~~Hole~~sets ~~CH-07-08~~forth isthe ~~associated with~~high ~~stockwork~~and ~~veins~~low ~~and~~bid ~~disseminations~~prices ~~hosted~~per inshare aof ~~quartz~~common ~~diorite~~stock. toThe ~~quartz monzodiorite~~following ~~porphyry~~quotations ~~within~~reflect the ~~Cerro~~high ~~Chorcha~~and ~~porphyry~~low ~~intrusive~~bids ~~complex.~~for ~~The true~~our ~~thicknesses~~shares of ~~the~~common ~~mineralized~~stock ~~stockwork~~based ~~zones~~on ~~remain~~inter-dealer ~~unknown~~prices, aswithout ~~they~~retail ~~are in~~mark-up, amark-down ~~porphyry/stockwork~~or ~~environment~~commission and may not represent actual transactions.

The 3,615.8 meter drill program confirmed the Company’s geologic model which outlines a structurally controlled mineralized zone with a NE-SW direction. Holes CH-07-01 to CH-07-11 drilled across the higher grade stockwork structures, identifying a zone of nearly 900 meters in strike length, which will be further defined by the next drilling campaign. Additionally, the drill program confirmed an envelope of medium grades (ranging from 0.4 to 0.8% Cu) which surround the higher grade stockwork zones.


Fiscal Year 2014*	High		Low
First Quarter	$	-	$	-
Second Quarter	$	-	$	-
Third Quarter	$	-	$	-
Fourth Quarter	$	-	$	-

All holes drilled appear to indicate potential for the extension of the higher grade zone at depth as evidenced by dipping mineralized structures observed in drill core and as shown on cross sections. This possibility will be explored to greater extent by the upcoming 15,000 meter drill program to begin in the second quarter of 2009.


Fiscal Year 2015*	High		Low
First Quarter*	$	-	$	-
Second Quarter	$	-	$	-
Third Quarter	$	-	$	-
Fourth Quarter	$	-	$	-

~~The recently~~* completed drill program gives better context to the probable continuity of higher grade stockwork and porphyry-style mineralization within areas of previously unexplained rock and soil geochemical anomalies surrounding the known Chorcha deposit. These anomalies are located within 0.5 to 1 kilometer to the north, south and east of the drill indicated resource, and are now being investigated by field crews to develop drill targets for the 2008 drill program. The ~~updated~~Company’s ~~NI-43-101~~Common ~~report,~~Stock ~~which~~did ~~was~~not ~~published~~trade induring ~~August 2008, will serve as~~ the ~~basis~~years ~~for~~ending ~~the~~December ~~next 10~~31,~~000~~ ~~meter~~2015 ~~drill program planned for the second quarter of 2009. The purpose of the upcoming drill program will be to provide greater continuity to the geological model~~ and to further define the mineralization at Cerro Chorcha which remains open in almost every direction, and to extend porphyry-style copper and gold mineralization to areas adjacent to and surrounding the known deposit2014.

22As of June 13, 2016, there has been no sale price reported on the OTCQB for the Company’s Common Stock.

~~Summary of 2007 Drill Hole Results:~~17

Hole ID

From/To

Length

Copper

Gold

Silver

CH-07-01

0-239.4m

239.4

1.20

0.23 g/t

6.1 g/t

CH-07-02

5.1-278m

272.9

0.73

0.06 g/t

2.6 g/t

CH-07-03

4-319.9m

313.9

0.46

pending

1.1 g/t

CH-07-04

0-445.78m

445.78

0.39

0.07 g/t

1.4 g/t

H-07-04

0-445.78m

445.78

0.39

0.07 g/t

1.4 g/t

CH-07-05

2-386.6m

384.6

0.43

0.06 g/t

1.6 g/t

CH-07-06

0-346m

346

0.42

0.05 g/t

1.4 g/t

CH-07-07

0-305.9m

305.9

0.57

0.04 g/t

Pending

CH-07-08

0-270m

270

0.41

0.06 g/t

pending

CH-07-09

4-295m

287

0.28

0.04 g/t

1.5 g/t

CH-07-10

0-422m

419

0.19

0.03 g/

Pending

CH-07-11

4-297.43m

293.43

0.33

0.06 g/t

1.3 g/t

Holders

~~Copper values~~As ~~were~~of ~~obtained~~June by13, ~~ICP-MS from Acme Labs~~2016, ~~Vancouver~~we ~~for~~had ~~Holes CH-07-01 to CH-07-06~~99,512,345 ~~and~~shares ~~atomic~~of ~~absorption~~our ~~spectroscopy~~Common ~~results~~Stock ~~were~~issued ~~obtained~~and ~~by SGS Labs, Peru for Holes CH-07-07 to CH-07-11~~outstanding. ~~Gold~~There ~~values~~ were ~~performed~~146 bybeneficial ~~fire~~owners ~~assay prep~~of ~~and~~our ~~AAS~~common ~~finish~~stock. ~~Silver values were obtained by utilizing ICP-MS analysis.~~

~~Holes CH-07-09,~~Transfer ~~CH-07-10~~Agent and CH-07-11 are northwest directed -60 degree angle holes located several hundred meters to the west of previously reported Holes CH-07-01 to CH-07-08. Hole CH-07-09 was drilled from a site approximately 350 meters west of Hole CH-07-01, and encountered an 8 meter (142-150 m) zone of quartz-magnetite-sulphide stockwork that assayed 0.88 % copper, 0.15 g/t gold, and 4 g/t silver. Hole CH-07-10 located 75 meters northeast of Hole CH-07-09 encountered a 20 meter (168-188 m) zone of stockwork that assayed 0.75 % copper. Holes CH-07-09 and CH-07-10 encountered strong and continuous zones of faulting and shearing that appear to have offset the main zone of mineralization. Approximately 100 meters southwest of Hole CH-07-09, Hole CH-07-11 encountered a 8 meter (100-108 m) stockwork zone that assayed 0.79 % copper, 0.2 g/t gold and 6.7 g/t silver, and bottomed in copper mineralization. This extends both the higher grade stockwork and main porphyry-style mineralization at least 900 meters along trend to the east-northeast, from Hole CH-07-11 to Hole CH-07-08. Assay results from all Holes confirm that stockwork and porphyry-style mineralization remains open in all directions and at depth. The zones of copper-gold-silver mineralization in Holes CH-07-01 to CH-07-11 are associated with stockwork veins and disseminations hosted in a quartz diorite to quartz monzodiorite porphyry within the Cerro Chorcha porphyry intrusive complex.Registrar

~~Phase~~The ~~Two will~~transfer ~~include~~agent ~~the~~for ~~creation~~our ofcapital ~~access~~stock ~~road~~is ~~into~~Island ~~the~~Stock ~~Cerro~~Transfer, ~~Chorcha~~located ~~main~~at ~~zone~~15500 ~~This phase~~Roosevelt ~~will~~Boulevard, ~~include~~Suite a301, 10Clearwater,~~000~~ ~~meter~~Florida ~~drill program of systematic drilling utilizing several diamond drill rigs~~33760.

~~Phase Three~~Dividend ~~will concentrate on the completion of a bankable feasibility study by conducting the appropriate meters of drilling necessary to complete this task.~~Policy

23Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future.

~~Throughout the~~Unregistered ~~exploration,~~Sales ~~all samples will be prepared~~ and ~~analyzed~~Issuances byof anEquity ~~independent 1SOcertified laboratory.~~Securities

~~Cuprum and~~The ~~Empire’s~~following ~~exploration~~securities ~~work~~were onissued during the ~~Cerro~~year ~~Chorcha~~ended ~~project~~December ~~is supervised by Michael D. Druecker~~31, ~~Ph.D.,~~2015 ~~P.Geo~~in areliance ~~Qualified~~upon ~~Person~~the asexemption ~~defined~~from inregistration ~~NI 43-101. Mr.~~provided ~~Druecker~~by ~~has~~Rule ~~verified~~506 ~~that~~of ~~trench~~Regulation ~~and~~D ~~drill~~promulgated ~~results~~under ~~have been accurately summarized from~~ the ~~official~~Securities ~~assay~~Act ~~certificates~~of ~~provided to the Company.~~1933:

~~Cuprum and~~From ~~Empire’s~~January ~~drilling~~16, ~~sampling~~2015 ~~procedures~~to ~~follow~~March ~~the~~31, ~~Exploration~~2015, ~~Best Practices Guidelines outlined by~~ the ~~Mining~~Company ~~Standards~~sold ~~Task~~3,066,667 ~~Force~~shares ~~and~~of ~~adopted~~its bycommon ~~the Toronto~~stock ~~Stock~~to ~~Exchange~~an investor. ~~Samples~~ The ~~have~~shares ~~been~~were ~~analyzed~~sold byat ~~ICP (inductively~~$0.015 ~~coupled~~per ~~plasma/mass~~share ~~spectrometry)~~or $46,000 ~~and~~in ~~gold~~reliance ~~analysis~~on ~~has~~an ~~been~~exemption ~~by fire~~from ~~assay~~registration ~~with~~under ~~gravimetric~~Section ~~finish~~4(2) onof athe 30Securities ~~gram~~Act ~~split~~of 1933.

~~Quality~~ITEM ~~control measures, including check duplicates and sample standard-assaying are being implemented~~6. A ~~chain~~SELECTED ofFINANCIAL ~~custody review has been completed to ensure the integrity of all sample data. Samples were assayed by Acme Analytical Laboratories, independent of Cuprum and Empire.~~DATA

OnDisclosure ~~March~~in 1,response ~~2007,~~to ~~the~~this ~~Company~~item ~~entered into an agreement with Silver Global, S.A. ("Silver"), a Panamanian corporation. Silver~~ is ~~controlled~~not byrequired Mr. Abraham Crocamo, its President. There was no previous affiliation between Mr. Crocamo and the Company or the Nevada Subsidiary. This agreement provides that Silver will perform consulting services for the Company related to the identification, location, definition of ~~mineral~~a ~~business~~smaller ~~opportunities~~reporting ~~in Panama and introductions to persons or entities holding potential acquisition properties involving Panama Mineral Concessions and related services~~company. ~~Under this agreement:~~

~~· The Company paid Silver a consultancy fee for $75,000 for services through February 29, 2008;~~18

·Heaton ~~The~~& Company ~~may extend the agreement for a one-year term for each year after February 29~~, ~~2008, by paying a consultancy fee of $150,000 per year. The Company has not renewed the agreement and does not intend to renew the agreement;~~PLLC

·REPORT InOF ~~addition~~INDEPENDENT toREGISTERED ~~the~~PUBLIC ~~cash~~ACCOUNTING consultancy fees, the Company will pay Silver a non-cash transaction fee for any transaction the Company makes involving acquisition of an interest in a Panamanian Mineral Concession, directly or indirectly in any form, with a party introduced to the Company by Silver. Each transaction will be as agreed between then and in the form of a percentage interest in the Mineral Concession interest acquired by the Company and/or stock of the Company; andFIRM

24To The Board of Directors and Stockholders of Dominion Minerals Corp.

·We ~~For~~have ~~the~~audited ~~transaction fee for~~ the ~~Company,~~accompanying ~~the~~balance ~~Company~~sheet ~~has paid Silver 1,000,000 shares~~ of ~~the~~Dominion ~~Company's~~Minerals ~~common~~Corp. ~~stock~~ (~~issued as "restricted securities") and if~~ the Company) ~~completes~~as ~~its acquisition~~ of ~~the~~December ~~65% interest in Cuprum~~31, it2015 ~~will~~and ~~transfer to Silver 7.5% of Cuprum's outstanding stock. If the Company earns the additional 10% interest in Cuprum by obtaining the Bankable Feasibility Study~~2014, ~~the~~and ~~Company will transfer to Silver 5% of Cuprum's outstanding stock. If~~ the ~~Company~~related ~~completes~~statements ~~more than 50%~~ of ~~the~~operations, ~~full~~changes ~~payment~~in ~~due~~stockholders’ toequity ~~Bellhaven~~(deficit) and ~~Cuprum~~cash ~~but~~flows ~~not~~for ~~all and thus earns a reduced interest in Cuprum,~~ the ~~balance~~years ofthen ~~the transaction fee to Silver will be proportionally reduced~~ended. ~~The~~These ~~Company~~financial ~~did~~statements ~~not~~are ~~complete its acquisition of~~ the ~~65%~~responsibility ~~interest in Cuprum under the terms~~ of the ~~Exploration~~Company's ~~and Development Agreement~~management. ~~Therefore,~~Our ~~the~~responsibility ~~Company~~is ~~does~~to ~~not~~express ~~expect~~an toopinion ~~transfer~~on ~~any~~these offinancial ~~Cuprum’s~~statements ~~outstanding~~based ~~stock~~on toour ~~Silver~~audits.

~~Panamanian Regulations~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit 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.

~~The~~In ~~operations~~our ~~being~~opinion, ~~conducted on~~ the ~~Cerro~~ ~~Chorcha~~financial ~~project~~statements byreferred ~~Cuprum are subject~~ to ~~the~~above ~~supervisory~~present ~~and administrative~~fairly, ~~laws~~in ofall ~~Panama~~material ~~which govern mining activities. In addition~~respects, ~~these activities are governed by~~ the ~~terms~~financial ~~and~~position ~~conditions~~ of ~~the exclusive~~Dominion ~~mineral~~Minerals ~~exploration~~Corp. ~~agreement~~as ~~between Cuprum and the Regional Congress~~ of ~~the~~December ~~NoKaibo Region~~31, ~~the~~2015 ~~Chief~~and of2014, ~~the NoKaibo Region~~ and the ~~Local~~results ~~Congress~~ of ~~the~~ ~~Kanicintti~~its ~~District~~operations ofand ~~the~~its ~~NoKaibo~~cash ~~Region~~flows asfor ~~set~~the ~~out~~years ~~above. The major~~then ~~Panamanian~~ended, ~~statutes~~in ~~applicable~~conformity towith ~~these~~accounting ~~operations~~principles ~~are~~generally ~~the~~accepted ~~“Code~~in ~~of Mineral Resources,”~~ the ~~“General~~United ~~Corporation~~States ~~Law,”~~of ~~and the “General Environmental Law~~America.”

~~Environmental Issues~~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 negative working capital and has not generated revenues to cover operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Although~~/s/ ~~our~~Heaton ~~mineral~~& activities are outside the United States and not subject to federal, state or local provisions regarding discharge of material into the environment, they are subject to all the environmental regulations of their respective locales. However, since our proposed activities for the next several years are exploratory in nature, the effect of the regulations regarding the discharge of materials into the environment will not have a material effect upon the capital expenditures, earnings and competitive position of the Company ~~and the Nevada Subsidiary. On December 13 2008~~, Cuprum submitted the Environmental Impact Study (“EIS”) for approval to the Autoridad Nacional del Ambiente of Panama (“ANAM”). On March 9, 2009, ANAM rejected the EIS for various reasons. The EIS was resubmitted for approval to ANAM on March 15, 2009, and to date, it is still pending. The Company may not commence its drilling program until the EIS is approved.PLLC

~~Dongxing Venture~~Farmington, Utah

InJune ~~2006~~13, the Nevada Subsidiary entered into a joint venture arrangement with Zhaoyuan Dongxing Gold Minerals Co., Ltd. ("Dongxing"), a Chinese legal entity formed under the laws of the PRC. The control person of Dongxing was at the formation of the joint venture and now is Quizhi Liu, its Chairman and President, who was and is not affiliated with the Company or the Nevada Subsidiary. Under this arrangement, and after receiving the necessary business license in December 2006, Dongxing and the Nevada Subsidiary formed a Chinese entity for the venture under the China Company Law. The entity is named Zhaoyuan Empire Gold Co., Ltd. ("Zhaoyuan Co."). As set out below, the results of the exploration work on the properties of Zhaoyuan Co. were less than anticipated and these properties are not presently considered material by the Nevada Subsidiary. Unless Zhaoyuan Co. acquires other mineral prospects or additional geological work or its present properties produce beneficial results, we do not plan to invest any material amount of additional funds in this venture. Under the present circumstances, it is unlikely we can salvage or recoup any material amount of this investment. The material terms of the arrangements of this joint venture and the material related events to date of this Annual Report on Form 10-K are:2016

25Kristofer Heaton, CPA William R. Denney, CPA

·240 ~~The formation of Zhaoyuan Co~~N., inEast ~~which~~Promontory ~~the~~Suite ~~Nevada~~200 ~~Subsidiary~~Farmington, ~~and~~Utah ~~Dongxing~~84025 ~~each~~(T) ~~have a 50% equity interest;~~801.218.3523

~~· Dongxing contributed to Zhaoyuan Co~~heatoncpas. three mining licenses granted by the Shandong Land and Resources Administration Bureau on mineral properties located in the Shandong Province of China, along with certain mining equipment and instruments;com

~~· The Nevada Subsidiary contributed $500,000 (USD) to Zhaoyuan Co.;~~19

·DOMINION ~~The~~MINERALS ~~Nevada Subsidiary has exercised its right to appoint three of the five directors of Zhaoyuan Co~~CORP. ~~including~~AND ~~the~~SUBSIDIARIES ~~Chief~~CONSOLIDATED ~~Director~~BALANCE ~~and to appoint the General Manager and Chief Financial Officer and Dongxing has exercised its right to appoint the other two directors;~~SHEETS

· The joint venture has a term of 15 years commencing in December 2006;


ASSETS
					DECEMBER 31,		DECEMBER 31,
					2015		2014

	Cash and cash equivalents			$ 64		$ 79

			Total assets	$ 64		$ 79

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Accrued liabilities			$ 81,434		$ 98,412
	Convertible note payable and interest			2,354,425		2,308,062
	Loans from officers			16,731		5,422
	Compensation due to officers			3,204,630		2,649,771
		Total current liabilities		5,657,220		5,061,667

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
	Preferred stock, Voting Series I, $0.0001 par value; 5,000,000 shares authorized;
		200 shares issued and outstanding as of December 31, 2015 and 2014		-		-
	Common stock, $0.0001 par value; 700,000,000 shares authorized
		99,512,345 and 96,445,678 issued and outstanding as of December 31, 2015 and 2014, respectively		9,952		9,645
	Additional paid-in capital			35,969,327		35,923,634
	Retained deficit			(41,636,435)		(40,994,867)
		Total shareholders' deficit		(5,657,156)		(5,061,588)
		Total liabilities and shareholders' deficit		$ 64		$ 79

· The ~~Nevada~~accompanying ~~Subsidiary~~notes ~~has~~are ~~the right and option to contribute~~ an ~~additional~~integral ~~$500,000~~part ~~to the equity capital~~ of ~~Zhaoyuan~~these ~~Co.~~consolidated asfinancial ~~the mining activities progress, in which case the Nevada Subsidiary's equity interest in Zhaoyuan Co~~statements. ~~would increase to 70% and Dongxing's equity interest would decrease to 30%;~~

· If the Nevada Subsidiary has invested a total of $1,000,000 in Zhaoyuan Co. and either Dongxing or the Nevada Subsidiary invest any additional capital in Zhaoyuan, the investment would be in the form of non-interest bearing contributed capital which the investing party would have the right to recover from Zhaoyuan Co.'s tax free profits before any sharing of profits would be allocated to the Nevada Subsidiary or Dongxing;20

·DOMINION ~~The~~MINERALS ~~arrangement defines an area of mutual interest including all potential mineral properties in Zhaoyuan City in the Shandong Province other than the three properties contributed to Zhaoyuan Co~~CORP. byAND ~~Dongxing~~SUBSIDIARIES ~~and~~CONSOLIDATED aSTATEMENTS ~~specific~~OF ~~property therein on which an independent third party presently holds an Exploration License.~~OPERATIONS

Following its formation as the joint venture company in December 2006, Zhaoyuan Co. initiated a program for the renovation, exploration and development of the Dongxing mine. The previous operations on this property involved mining production down to the 150 meter level. Our completed renovation program included:


	For the year	For the year
	ended	ended
	December 31,	December 31,
	2015	2014


REVENUE	$ -	$ -
COST OF SALES	-	-

GROSS PROFIT	-	-

PROFESSIONAL FEES	7,490	44,667
OFFICER COMPENSATION	575,000	575,000
GENERAL AND ADMINISTRATIVE EXPENSES	12,715	22,719

LOSS FROM OPERATIONS	(595,205)	(642,386)

OTHER (EXPENSE) INCOME:
Interest expense, net	(46,363)	(46,363)
Total other expense, net	(46,363)	(46,363)


LOSS BEFORE PROVISION FOR INCOME TAXES	(641,568)	(688,749)

PROVISION FOR INCOME TAXES	-	-

NET LOSS	(641,568)	(688,749)


LOSS PER SHARE
Basic and diluted loss per share	$ (0.01)	$ (0.01)

Basic and diluted weighted average number of common shares	98,972,436	93,968,720

26The accompanying notes are an integral part of these consolidated financial statements.

~~· General clean-up of the property, de-watering the mine and installation of underground electric and air systems;~~21

·DOMINION ~~Renovation~~MINERALS ~~and~~CORP. ~~upgrading~~AND ofSUBSIDIARIES ~~the~~CONSOLIDATED ~~concentration~~STATEMENT ~~mill~~OF ~~located~~SHAREHOLDERS' ~~on the property;~~EQUITY

· Expansion of mine cross drifts at the 150 meter level; and


					ADDITIONAL		TOTAL
	PREFERRED STOCK		COMMON STOCK		PAID-IN	ACCUMULATED	SHAREHOLDERS'
	SHARES	PAR	SHARES	PAR	CAPITAL	DEFICIT	EQUITY
Balance, December 31, 2013	200	$ -	86,445,678	$ 8,645	$ 35,824,634	$ (40,306,118)	$ (4,472,839)

Issuance of Common Stock @ $0.01	-	-	10,000,000	1,000	99,000	-	100,000

Net loss	-	-	-	-	-	(688,749)	(688,749)

Balance, December 31, 2014	200	-	96,445,678	9,645	35,923,634	(40,994,867)	(5,061,588)

Issuance of Common Stock @ $0.01	-	-	3,066,667	307	45,693	-	46,000

Net loss	-	-	-	-	-	(641,568)	(681,560)

Balance, December 31, 2015	200	$ -	99,512,345	$ 9,952	$ 35,969,327	$ (41,636,435)	$ (5,657,156)

·The ~~Completion~~accompanying ofnotes ~~safety~~are ~~upgrades~~an tointegral ~~the~~part ~~property followed by the acquisition~~ of ~~safety~~these ~~approvals~~consolidated ~~from~~financial ~~local authorities~~statements.

Zhaoyuan Co. then conducted an exploration program which included a 1,896.3 meter drill program initiated on May 5, 2007. The program consisted of four holes that were to test the downward potential of gold bearing vein systems observed and previously mined from 0 to 150 meters depth. The target depth of this investigation was between 250 meters and 500 meters.22

~~The~~DOMINION ~~drilling~~MINERALS ~~was completed on July 1, 2007~~CORP. A ~~thorough~~AND ~~cleanup~~SUBSIDIARIES ~~was~~CONSOLIDATED ~~done,~~STATEMENTS ~~post~~OF ~~drilling,~~CASH to minimize the environmental footprint. The drill core was logged and some sections were split and analyzed by a local state run laboratory. Anomalous gold, between 0.1 and 0.4 g/t was encountered in several sericitic alteration zones. These results were significantly lower than expected and it was concluded to reevaluate our strategy regarding this property.FLOWS

The $500,000 invested by the Company, was expended in the renovation of the property and exploration program.


					For the year	For the year
					ended	ended
					December 31,	December 31,
					2015	2014

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$ (641,568)	$ (688,749)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
			Interest		46,363	46,363
	Changes in operating assets and liabilities:
			Accrued liabilities		(16,978)	27,086
			Compensation due to officers		554,859	514,020
				Net cash used in operating activities	(57,324)	(101,280)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from officer loans				11,309	1,359
	Proceeds from sales of shares of Common Stock				46,000	100,000
				Net cash provided by financing activities	57,309	101,359

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(15)	79

CASH AND CASH EQUIVALENTS, beginning of the period					79	-

CASH AND CASH EQUIVALENTS, end of period					$ 64	$ 79

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid during the year:
	Interest paid				$ -	$ -
	Income tax paid				$ -	$ -

~~Zhaoyuan~~The ~~Co.~~accompanying isnotes presently exploring the possibility of acquiring additional mineral prospective properties in the area and plans to do additional geological modeling work on the present property. However, unless these efforts are ~~successful,~~an ~~the~~integral ~~Company does~~part ~~not plan to invest any material amount~~ of ~~additional~~these ~~funds~~consolidated infinancial ~~this venture, as it will not consider the present property to have material prospects~~statements.

The concentration mill located on the present property has a capacity of 60 tons a day. It consists of a jaw crusher, conveyor systems, a ball mill and a flotation cell system. The mill reduces a gold and silver concentrate. Any concentrate produced would be sent to the refinery located in the area. This refinery presently custom-processes such concentrates and retains the silver recovered from the concentrate as payment for the refining fee. We have renovated the mill facilities and achieved successful concentrate results in test mill runs. However, unless Zhaoyuan Co. can acquire and develop a property with sufficient ore reserves, the mill will have no material value.23

~~At December~~DOMINION ~~31,~~MINERALS ~~2008~~CORP. ~~and~~AND ~~through the date of this filing, operations of this venture have been limited, and is expected to be limited in the immediate future.~~SUBSIDIARIES

27NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Tianjin~~DECEMBER ~~Empire Venture~~31, 2015

On November 21, 2006, the Nevada Subsidiary entered into a joint venture contract with Tianjin Institute of Geology and Mineral Resources ("Institute"), a Chinese legal entity, for the formation and operation of a mining joint venture in the form of a Chinese limited liability company to be named Empire (Tianjin) Resources Co1., ~~Ltd.~~Nature ~~("Tianjin Empire"). Tianjin Empire was formed to conduct mineral exploration, development, and, if warranted, mining operations in the Inner Mongolia Autonomous Region~~ of ~~Tianjin~~Business ~~Province in the People's Republic of China ("Cooperation Area"). As of December 31, 2008~~ and ~~through~~Significant ~~the date~~Accounting of this filing, the Institute has not yet transferred to Tianjin Empire the mineral properties the Institute is to contribute to the capital of Tianjin Empire, as set out below. The material terms of this contract and the related material events to the date of this Annual Report on Form 10-K are:Policies

·a. ~~The~~Nature ~~execution~~ of ~~the~~business ~~contract~~– onDominion ~~November~~Minerals ~~21,~~Corp. ~~2006~~(“Company”) ~~followed~~was byincorporated January 4, 1996, under the ~~application~~laws ~~for~~of the ~~required~~state ~~business~~of ~~license~~Delaware. ~~for~~The ~~Tianjin~~Company ~~Empire~~is ~~for~~engaged ~~its~~in ~~formation~~the exploration of precious and ~~operation~~base ~~which~~metals ~~license~~including ~~was~~gold ~~granted~~and copper. The current potential property under exploration is located in ~~April~~the ~~2007;~~Republic of Panama (“Panama”).

·From ~~The~~September ~~Institute~~2005 is to ~~contribute~~November ~~capital~~2007, ~~to Tianjin Empire in~~ the ~~amount~~Company ofchanged ~~Renminbi~~its ~~(the~~name ~~main~~4 ~~currency~~times ~~used~~to inreflect ~~China)~~the ~~totaling~~changing ~~approximately~~business ~~$300,000~~plans. ItThe isoriginal ~~intended~~name ~~that~~of the ~~Institute’s~~Company ~~capital~~was ~~contribution~~ObjectSoft ~~will~~Corporation. beIn ~~made~~June in2005, the ~~form~~name ofwas ~~the~~changed ~~transfer~~ to ~~Tianjin~~Nanergy, ~~Empire of mineral resources exploration licenses on properties located in the Cooperation Area~~Inc. ~~Any~~In ~~properties~~June ~~transferred~~2006, ~~will be valued for purposes of~~ the ~~Institute’s~~name ~~capital~~was ~~contribution~~changed byto ~~mutual~~Xacord ~~agreement of the Institute and the Nevada Subsidiary~~Corp., ~~The~~in ~~Institute~~January is2007, ~~obligated to transfer~~ the ~~properties~~name ~~for~~was ~~its~~changed ~~capital contribution~~ to ~~Tianjin~~ Empire. AsMinerals ofCorp, ~~December 31 2008~~ and ~~through~~in ~~April~~November 152007, ~~2009,~~ the ~~Institute~~name ~~has~~was ~~not~~changed ~~presented the mineral properties and their valuations for transfer~~ to ~~Tianjin~~its ~~Empire~~current ~~under~~name, ~~the~~Dominion ~~terms~~Minerals ~~of the agreement for this venture;~~Corp.

·b. ~~The~~Basis ~~Institute~~of ~~will~~presentation ~~contribute~~– toThe ~~Tianjin~~accompanying ~~Empire~~consolidated ~~the~~financial ~~mineral~~statements ~~information~~have ~~and~~been ~~data~~prepared ~~held~~in byaccordance ~~Licenses~~with onaccounting ~~properties~~principles ~~located~~generally accepted in the ~~Cooperation~~United ~~Area~~States ~~along~~of ~~with~~America. The consolidated financial statements include the ~~mineral~~financial ~~data~~statements ~~had~~of bythe itCompany onand ~~that~~its ~~region;~~wholly-owned subsidiaries Empire Minerals Corp, a Nevada Corporation and Cuprum Resources Corp., a Panamanian Corporation. All significant inter-company transactions and balances have been eliminated in consolidation.

· The ~~Nevada~~Company ~~Subsidiary~~is ~~shall~~currently ~~contribute~~in a ~~total~~stage ofwhich ~~$1,000,000~~is tocharacterized ~~Tianjin~~by ~~Empire~~significant asexpenditures ~~follows:~~for ~~(i)~~the ~~$200,000~~examination ~~paid~~and ondevelopment ~~July~~of 5,exploration ~~2007;~~opportunities ~~(ii)~~by ~~$300,000~~its ~~paid~~subsidiaries. onThe ~~September~~subsidiaries' 5,focus ~~2007;~~for ~~and~~the ~~(iii)~~foreseeable ~~$500,000~~future will continue to be ~~paid~~ on orsecuring ~~before~~joint ~~May~~venture ~~31,~~agreements ~~2008;~~to begin conducting mining operations.

·Management ~~The~~has ~~Nevada~~included ~~Subsidiary~~all ~~shall~~normal ~~own~~recurring ~~70%~~adjustments ofconsidered ~~Tianjin~~necessary ~~Empire and the Institute shall own 30%; subject~~ to ~~adjustment~~give soa ~~that~~fair ~~the~~presentation ~~respective~~of ~~ownership~~operating ~~interests~~results ~~will~~for ~~be equal to~~ the ~~respective~~periods ~~capital contributions of the parties;~~presented.

·c. ~~Any~~Use ~~additional~~of ~~increase~~estimates in– ~~the~~The ~~capital~~preparation of ~~Tianjin~~financial ~~Empire~~statements ~~shall~~in beconformity ~~under~~with ~~terms~~accounting ~~decided~~principles bygenerally ~~its~~accepted ~~Board~~in ofthe ~~Directors~~United ~~subject~~States toof aAmerica ~~first~~requires ~~right~~management ofto ~~refusal~~make byestimates ~~the~~and ~~party~~assumptions ~~agreeing~~that toaffect ~~contribute~~certain toreported aamounts ~~proposed~~and ~~capital~~disclosures. ~~increase~~The ~~contribution~~significant ~~share~~estimates ~~not~~ made byin the ~~non-contributing~~preparation ~~party and ownership interests~~ of the ~~parties~~Company’s ~~shall~~consolidated befinancial ~~adjusted~~statements relate to ~~reflect~~ the ~~actual~~fair ~~ratio~~value of ~~capital~~various ~~contributions~~accruals. ofActual ~~the~~results ~~parties;~~could differ from those estimates.

·d. ~~The~~Cash ~~Institute~~and ~~shall~~cash ~~have~~equivalents a– ~~preferential~~For ~~right~~purposes toof ~~provide~~the ~~exploration~~statements ~~services~~of tocash ~~Tianjin~~flows, ~~Empire~~the atCompany adefines ~~fair~~cash ~~market~~equivalents ~~price;~~as all highly liquid debt instruments purchased with original maturities of three months or less. Currently, $64 is included in cash and cash equivalents.

28e. Concentration of risk – Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company maintains cash deposits in financial institutions that do not exceed the amounts insured by the U.S. government. As of December 31, 2015 and 2014, the Company’s bank balances did not exceed government-insured limits.

· The ~~Nevada~~Company ~~Subsidiary~~has an investment in copper mining activities in Panama. Accordingly, the Company’s mining business, financial condition and results of operations may be influenced by the ~~Institute~~political, ~~shall~~economic ~~each~~and ~~have~~legal aenvironments ~~pre-emptive~~in ~~right~~Panama, and by the general state of ~~first~~their ~~refusal~~economies. The Company’s foreign operations are subject to ~~purchase~~specific ~~all~~considerations orand ~~any~~significant ~~part~~risks ofnot typically associated with companies in the ~~other'~~United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s ~~interest~~results inmay ~~Tianjin~~be ~~Empire~~adversely ~~except~~affected ~~for~~by ~~transfer~~changes ofin angovernmental ~~interest~~policies with respect to anlaws ~~affiliate~~and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of ~~the~~taxation, ~~transferor;~~among other things.

· Tianjin Empire shall have a five member Board of Directors with the Nevada Subsidiary having the right to appoint three members, including the Chairman, and the Institute having the right to appoint two members, including the Vice-Chairman, and these appointments have been made;24

·DOMINION ~~Certain~~MINERALS ~~activities~~CORP. ofAND Tianjin Empire's Board of Directors require unanimous assent of the directors, including: (i) amendment to its Articles of Association; (ii) increase or reduction of its registered capital; (iii) its dissolution; (iv) mortgage or pledge of its assets; or (iv) merger, division or change of form of organization of Tianjin Empire;SUBSIDIARIES

·NOTES ~~Subject~~TO toCONSOLIDATED ~~approval~~FINANCIAL of the Board of Directors, the Nevada Subsidiary shall nominate Tianjin Empire's General Manager and Chief Financial Officer and the Institute shall nominate its Deputy General Manager, which nominations have been completed;STATEMENTS

·DECEMBER ~~The~~31, ~~contract sets out provisions and guidelines for the operations of Tianjin Empire; and~~2015

·f. ~~The~~Net ~~duration~~loss ofper ~~Tianjin~~share ~~Empire~~– ~~shall~~In beaccordance with ASC 260, Earnings Per Share, basic earnings/loss per common share (“EPS”) is computed by dividing net earnings/loss for athe ~~term~~period by the weighted average number of 30common ~~years~~shares ~~from~~outstanding during the ~~granting~~period. Under ASC 260, diluted earnings/loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of ~~its~~additional ~~original~~common ~~business~~shares ~~licenses~~that would have been outstanding if the potential common shares had been issued and dilutive.

~~The Institute~~g. ~~(through~~Income anTaxes ~~affiliate)~~– ~~received~~The ~~its~~Company ~~business~~provides ~~license~~for onincome ~~four~~taxes ~~mineral prospects~~under onASC ~~April~~740 ~~13,~~Income ~~2007~~Taxes. ~~The~~ ~~business~~ASC ~~license~~740 ~~expires~~requires inthe ~~April 2037. However,~~recognition ~~the~~of ~~Institute~~deferred ~~has~~tax ~~not~~assets ~~completed~~and ~~all~~liabilities for the ~~valuations~~expected future tax consequences of temporary differences between the ~~properties~~carrying ~~for~~amounts ~~purposes~~and the tax bases of ~~transferring~~assets and liabilities using the ~~properties~~enacted income tax rate expected to ~~Tianjin~~apply ~~Empire~~to taxable income in the period in which the deferred tax assets or liabilities are expected to ~~make~~ ~~its~~be ~~capital~~settled ~~contribution~~or realized. If ~~the~~ASC ~~Institute’s~~740 ~~capital contribution~~requires isthat ~~not~~a ~~made~~valuation ~~timely~~allowance be established if necessary, itto isreduce the ~~intention~~deferred oftax assets to the ~~Company~~amount that management believes is more likely than not to ~~terminate its~~be ~~participation~~realized. inThe ~~the~~provision ~~Tianjin~~for ~~Empire~~federal ~~venture~~income tax differs from that computed amount by applying federal statutory rates to income before federal income tax expense mainly due to expenses that are not deductible and ~~reclaim~~income ~~all~~that ~~unused~~is ~~prior cash~~not ~~contributions~~taxable ~~made~~for byfederal ~~the~~income ~~Company~~taxes, including permanent differences such as non-deductible meals and entertainment.

~~Although Tianjin~~A ~~Empire~~tax ~~has~~position ~~preliminary~~is ~~plans~~recognized toas ~~develop~~a anbenefit ~~exploration~~only ~~program~~if ~~for~~it ~~the properties~~is ~~covered~~“more bylikely than not” that the ~~business~~tax ~~license~~position ~~issued~~would tobe ~~the~~sustained ~~Institute~~in a tax examination, ~~until~~with ~~the properties~~a ~~are~~tax ~~transferred~~examination being presumed to ~~Tianjin~~occur. ~~Empire,~~The amount recognized is the ~~Company~~largest ~~does~~amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not ~~consider~~meeting the ~~properties~~ to“more belikely ~~material~~than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.

29h. Stock-based compensation – The Company records stock-based compensation in accordance with ASC 718. ASC 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period.

OnThe ~~March~~Company ~~27,~~uses ~~2006,~~ the ~~Nevada Subsidiary~~Black-Scholes ~~entered~~option-pricing ~~into~~model anwhich ~~agreement~~was ~~with~~developed ~~Universal~~for ~~Gold~~use ~~Corp.,~~in aestimating ~~New York corporation ("Universal"). Universal is controlled by Walter Reissman, its Chief Executive Officer, and there were no preexisting affiliations between him or Universal, with~~ the ~~Company~~fair orvalue ~~the~~of ~~Nevada Subsidiary~~options. ~~Universal~~ isOption-pricing ~~engaged~~models inrequire the ~~business~~input of ~~providing facilitating~~highly ~~services~~complex and ~~information~~subjective tovariables ~~persons~~including ~~and~~the ~~entities~~expected ~~desiring~~life ~~to acquire,~~of ~~explore,~~options ~~develop~~granted and ~~operate~~the ~~mineral~~Company’s ~~properties~~expected ~~in China. The~~stock ~~agreement~~price ~~with~~volatility ~~Universal~~over ~~was~~a ~~related~~period equal to ~~the~~or ~~Tianjin~~greater ~~joint venture~~than inthe ~~that~~expected ~~Universal~~life ~~introduced~~of to the ~~Institute~~options. ~~and~~Because ~~provided~~changes ~~information on mineral properties and prospects~~ in the ~~area~~subjective ofassumptions ~~interest.~~can ~~Under~~materially ~~this agreement,~~affect the ~~Nevada~~estimated ~~Subsidiary~~value ~~purchased~~of ~~from~~the ~~Universal~~Company’s ~~certain~~employee ~~business relationships,~~stock ~~due diligence~~options, ~~know-how~~it ~~and~~is ~~research~~management’s ~~and~~opinion ~~development~~that inthe ~~process, and~~Black-Scholes ~~all~~option-pricing ~~related~~model ~~relevant~~may ~~and~~not ~~technical~~provide ~~information~~an ~~whether~~accurate ~~tangible~~measure ~~or intangible,~~of ~~including~~the ~~without~~fair ~~limitation~~value ~~any~~of ~~data,~~the ~~designs,~~Company’s ~~calculations, computer~~employee ~~source~~stock ~~codes~~options. ~~(human~~Although ~~readable~~the ~~format),~~fair ~~specifications,~~value ~~test~~of ~~and installation,~~employee ~~instructions,~~stock ~~service~~options ~~and~~is ~~maintenance~~determined ~~notes,~~by ~~technical,~~using ~~operating and~~an ~~service~~option-pricing ~~and maintenance manuals~~model, ~~user~~that ~~documentation,~~value ~~training~~may ~~materials,~~not ~~and other~~be ~~data,~~indicative ~~information,~~of ~~know-how~~the ~~and~~fair ~~all~~value ~~goodwill~~observed ~~associated therewith,~~ in ~~each case~~a ~~which~~willing ~~are~~buyer/willing inseller ~~the~~market ~~possession~~transaction. ~~of,~~The ~~owned~~Company’s ~~by,~~volatility ~~developed~~is ~~and/or~~based ~~licensed~~on ~~to Universal~~the ~~which~~historical ~~relate~~volatility ~~to,~~of ~~and~~the ~~are~~Company’s ~~necessary~~stock or ~~desirable~~the toexpected ~~enhance,~~volatility ~~develop, manufacture,~~of ~~assemble,~~similar ~~service,~~companies. ~~maintain,~~The ~~install,~~expected ~~operate,~~life ~~use~~assumption oris ~~test~~primarily ~~and/or explore,~~based ~~mine~~on ~~and/or~~historical ~~produce~~exercise ~~precious~~patterns ~~metals/minerals,~~and ~~not~~employee ~~limited~~post-vesting totermination ~~gold, in China~~behavior. The ~~Nevada~~risk-free ~~Subsidiary~~interest ~~paid~~rate ~~Universal~~for ~~$350,000.00 under~~ the ~~agreement.~~expected ~~The total~~term ~~payment~~of ~~under~~ the ~~agreement~~option ofis ~~$350,000~~based ~~was~~on ~~expensed when paid during~~ the ~~year~~ ~~ended~~U.S. ~~December~~Treasury ~~31,~~yield ~~2006~~curve asin ~~research~~effect ~~and~~at ~~development expenses and no value was placed on~~ the ~~purchased~~time ~~assets~~of grant.

~~Chinese Regulations~~Further, for stock, options, and warrants issued to service providers and founders, the Company follows ASC 505-50-30-11 (previously EITF 96-18) which requires recording the options and warrants at the fair value of the service provided and expensing over the related service periods.

Under the amended “Mineral Resources Law of the PRC,” which became effective as of January 1, 1997, all mineral resources of the PRC are owned by the state. The Ministry of Land and Resources (“MLR”) is responsible for the supervision and administration of the mining and exploration of mineral resources nationwide. The geology and mineral resources departments of the Chinese government in the respective provinces, autonomous regions and municipalities are responsible for the supervision and administration of the exploration, development and mining of mineral resources within their own jurisdictions. The companies engaged in the mining or exploration of mineral resources must obtain mining and exploration licenses, as the case may be, which are transferable for consideration only in certain circumstances as provided under PRC laws, subject to approval by relevant administrative authorities.25

~~According~~DOMINION toMINERALS the relevant PRC laws, before the exploration and mining activities relating to mineral resources can commence, the project company must first obtain the exploration license and the mining license, which generally entitles the project company to the exploration and mining rights attached to the relevant mining projectCORP. ~~Furthermore,~~AND ~~if the mining activities involve gold resources, the Gold Operating Permit must also be obtained.~~SUBSIDIARIES

~~Holders~~NOTES ofTO ~~exploration~~CONSOLIDATED ~~licenses~~FINANCIAL and holders of mining licenses are subject to exploration right usage fees and mining right usage fees, respectively. In accordance with the “Administrative Measures on Registration of Mineral Resources Exploitation”, mining right usage fees are payable on an annual basis. The rate of mining right usage fee is RMB1,000 per square kilometers of mining area p.a. On the other hand, in accordance with the “Administrative Measures on Registration of Tenement of Mineral Resources Exploration and Survey,” exploration right usage fees are calculated according to the size of the exploration area and are payable on an annual basis. The rate of exploration right usage fees for the first year to the third year of exploration is RMB100 per square kilometers of exploration area p.a. From the fourth year of exploration onwards, the rate increases by RMB100 per square kilometers of exploration area p.a. However, the annual maximum rate may not exceed RMB500 per square kilometers of exploration area. In addition, according to the amended “Administration Regulation for Collection of Mineral Resource Compensation Fee,” which became effective as of July 3, 1997, holders of mining licenses are subject to mineral resource compensation fees, which accounts for a certain percentage of the sales revenue of such holders. The mineral resource compensation fee is paid on a half-yearly basis.STATEMENTS

30DECEMBER 31, 2015

Ani. ~~exploration~~Recently ~~license~~Issued ~~must~~Accounting bePronouncements ~~obtained before~~- ~~carrying~~The ~~out~~Company ~~exploration~~has ~~activities.~~implemented Inall ~~accordance~~new ~~with~~accounting ~~the “Administrative~~pronouncements ~~Measures~~that onare ~~Registration~~in ofeffect ~~Tenement of Mineral Resources Exploration~~ and ~~Survey,”~~that ~~the~~may ~~applicant~~impact ~~must submit the following documents to the MLR or~~ its ~~local~~financial ~~branch~~statements ~~for~~and ~~the~~does ~~exploration~~not ~~license:~~believe ~~(i)~~that anthere ~~application~~are ~~form for~~any ~~registration~~other ~~and~~new aaccounting ~~drawing~~pronouncements orthat ~~map~~have ~~indicating~~been ~~the~~issued ~~scope~~that ofmight ~~the~~have ~~blocks~~a ~~for which~~material ~~the~~impact ~~applicant~~on isits ~~applying;~~financial ~~(ii)~~position aor ~~copy~~results of ~~the~~operations. ~~certificate~~The ~~validating~~Company ~~the qualification~~has ofimplemented the ~~exploration~~early ~~unit;~~adoption ~~(iii)~~of ~~an exploration working plan and an exploration contract or documents evidencing that~~ the ~~exploration~~FASB ~~unit~~recently ~~and project~~issued ~~are~~Accounting ~~entrusted~~Standard byUpdate ~~the~~No. ~~State;~~2014-10-Development ~~(iv)~~Stage anEntities ~~implementation proposal for the exploration, and its appendixes thereto;~~ (vTopic 915): ~~documents~~Elimination of ~~proof~~Certain ~~showing~~Financial ~~the source~~Reporting ofRequirements, ~~the~~Including ~~funds~~an ~~for~~Amendment ~~the~~to ~~exploration~~Variable ~~project;~~Interest ~~and~~Entities ~~(vi)~~Guidance ~~materials~~in ~~otherwise required~~Topic by810, ~~the relevant authority.~~Consolidation

~~After all related documents required by the authority have been provided and submitted, the respective authority shall make a decision within 40 days and notify the applicant of the result~~2. IfGoing the application is approved, the applicant must pay the exploration right usage fee before obtaining the exploration license, which is calculated according to the size of the exploration area. The fee is payable on an annual basis.Concern

The ~~maximum~~Company ~~valid~~has ~~period~~had ofno ~~the~~revenues ~~initial term~~or ofcash ~~the~~flows ~~exploration~~from ~~license~~operations. isThe ~~three~~Company ~~years.~~has Anan ~~application~~accumulated ~~must~~deficit beof ~~submitted to~~$41,636,435 ~~the~~as ~~original~~of ~~competent~~December ~~registration~~31, ~~authority~~2015, ~~for~~and ~~renewal~~has insufficient sources of ~~such~~cash ~~exploration license~~to atexecute ~~least~~its 30business ~~days~~plan, ~~prior~~raising substantial doubt about its ability to ~~the~~continue ~~expiration~~as ~~date~~a ~~stipulated~~going ~~thereon~~concern. ~~Each renewal~~In ofresponse ~~valid~~to ~~term~~these ~~cannot~~conditions, ~~exceed~~management ~~two~~is ~~years.~~continuing Ifto ~~the~~seek ~~holder~~both ofdebt anand ~~exploration license~~equity ~~fails~~financing tofrom ~~renew~~various sources, although there are no guarantees that they will be successful in their endeavors. No adjustment has been made to the ~~same,~~accompanying ~~such~~consolidated ~~license~~financial isstatements ~~automatically~~as ~~annulled~~a ~~upon expiration~~result of this uncertainty.

During the term of an exploration license, the holder of such exploration license has the privileged priority to obtain mining rights to the mineral resources in the exploration area, provided that the holder of the exploration license meets the qualifying conditions for mining rights owners3. ~~The~~ ~~holder~~Long ~~of the exploration license has the rights, among others, to: (i) explore without interference within the area under license during the license~~ term, ~~(ii) construct exploration facilities, and (iii) pass through other exploration areas and adjacent ground to access the licensed area.~~investment

~~The~~Cuprum ~~holder~~Resources ofCorp. an(“Cuprum”) ~~exploration~~– ~~license~~In ~~is obliged~~March to2007, ~~among~~the ~~other~~Company, ~~things:~~Bellhaven Copper & Gold, Inc. (i“Bellhaven”) ~~begin~~and ~~exploration~~Cuprum ~~within~~entered ~~the~~into ~~prescribed term,~~an Exploration Development Agreement (ii“Agreement”). ~~explore~~The ~~according~~Agreement grants the Company an option to acquire up to 75% of the authorized and outstanding stock of Cuprum, the holder of a ~~prescribed~~Mineral ~~exploration~~Concession ~~work~~from ~~scheme~~Panama on a copper prospect located in Panama. The Agreement calls for the Company to pay Cuprum or Bellhaven $2,000,000 ~~(iii) comply~~in ~~with~~annual ~~Chinese~~installments ~~laws~~of ~~and~~$500,000 ~~regulations~~each ~~regarding~~beginning ~~labor~~in ~~safety~~March 2007, ~~water~~issue ~~and~~Bellhaven ~~soil conservation~~4,000,000 ~~land~~shares ~~reclamation~~of the Company’s common stock under an escrow agreement and ~~environmental~~further ~~protection,~~cash ~~(iv)~~investments ~~make~~totaling ~~detailed reports~~$15,000,000 to ~~local~~be used in exploration and ~~other~~development ~~licensing~~work ~~authorities~~on the copper prospect underlying Cuprum’s Mineral Concession. Currently, ~~(v)~~the ~~close~~Company owns less than 20% of Cuprum and ~~occlude~~therefore, has recorded this investment option under the ~~wells~~ ~~arising~~cost ~~from~~method of accounting for investments. As of March 31, 2009, the Company made its first two cash installment payments of $500,000, invested another $5,600,267 which was used for the exploration and development work, ~~(vi)~~and ~~take~~issued ~~other~~4,000,000 ~~measures~~shares toof ~~protect~~common ~~against safety~~stock ~~concerns~~at ~~after~~$0.50 per share, or $2,000,000. Accordingly, as of March 31, 2009, the Company reflected $8,600,401 as investments in their consolidated balance sheet, which includes the $5,600,267 incurred in the exploration and development work. isThe ~~completed~~exploration and development work relates to project costs for the period. The project costs include drilling, general geology, camp, mobilization, geophysics, land administration, assays and ~~(vii)~~shipping, ~~complete minimum~~helicopter, ~~exploration~~office, ~~expenditures~~and asmanagement ~~required~~expenses. These costs have been capitalized by the ~~“Administrative~~Company ~~Measures~~as ~~on Registration~~part of ~~Tenement~~the ofCompany’s ~~Mineral~~option ~~Resources~~to ~~Exploration~~acquire up to 75% interest in Cuprum, as per the Agreement. In accordance with the Agreement, the Company was to have contributed approximately $9,000,000 by the second anniversary of the Agreement, and ~~Survey~~ by March 31, 2009, that milestone had not been reached.” Therefore, as of March 31, 2009, in accordance with the Agreement, the Company did not own any direct interest in Cuprum.

InOn ~~accordance~~April ~~with~~14, 2009, the ~~“Administrative Measures~~Company onand ~~Registration~~Bellhaven ofexecuted ~~Mineral~~a ~~Resources~~stock ~~Exploitation,”~~purchase toagreement ~~apply~~(“SPA”) ~~for~~whereby the ~~mining~~ ~~license,~~Company ~~the~~acquired ~~applicant~~100% ~~must~~interest ~~submit~~in ~~the~~Cuprum ~~following~~for ~~documents~~$1,500,000 toin ~~the~~cash ~~MLR~~and ~~or its~~2,000,000 ~~local~~shares ~~branch:~~of ~~(i)~~common anstock. ~~application~~Further, ~~form~~as ~~for~~per ~~registration~~the ~~and~~SPA, aBellhaven ~~drawing~~will ortransfer ~~map indicating~~all of the ~~scope~~issued and outstanding shares of ~~the~~Cuprum ~~mining~~currently ~~area;~~owned ~~(ii)~~by ~~certificate~~Bellhaven ~~validating~~to the ~~qualification~~ ofCompany. ~~the~~In ~~applicant;~~addition, ~~(iii)~~all aprevious ~~plan~~payments made by the Company to Bellhaven for ~~development~~the exploration and ~~utilization~~development work under the terms of the ~~mineral~~Agreement, ~~resources;~~and ~~(iv)~~the ~~approval~~issuance ~~documents~~of ~~for~~4,000,000 ~~establishment~~shares to Bellhaven, are included as part of the ~~mining company;~~consideration ~~(v)~~for anthe ~~environment~~transaction. ~~influence~~The ~~evaluation~~transaction ~~report~~was ~~for~~recorded utilizing the ~~exploitation~~Investment method of accounting. Accordingly, the ~~mineral~~Company ~~resources;~~recorded ~~and~~an ~~(vi)~~additional ~~materials~~$1,720,000 ~~otherwise~~as ~~required~~an byInvestment ~~the~~in ~~relevant authority~~Cuprum.

3126

~~After~~DOMINION ~~all~~MINERALS ~~related documents required by the authority have been provided and submitted, the competent authority shall make a decision within 40 days and notify the applicant of the result~~CORP. IfAND the application is approved, the applicant must pay the mining right usage fee before obtaining the mining license, which is calculated according to the size of the mining area and must be paid on an annual basis.SUBSIDIARIES

~~The~~NOTES ~~holder~~TO ofCONSOLIDATED aFINANCIAL mining license has the rights, among others, to: (i) conduct mining activities during the term and within the mining area prescribed by the mining license, (ii) sell mineral products (except for mineral products that the State Council has identified for unified purchase by designated units), (iii) construct production and living facilities within the mine area, and (iv) use the land necessary for production and construction, in accordance with applicable laws.STATEMENTS

~~The~~DECEMBER ~~holder of a mining license is required to~~31, among other things: (i) conduct mine construction or mining activities within a defined time period, (ii) conduct efficient production, rational mining and comprehensive use of the mineral resources, (iii) pay resources tax and mineral resources compensation (royalties) pursuant to applicable laws, (iv) comply with state laws and regulations regarding labor safety, water and soil conservation, land reclamation and environmental protection, (v) be subject to the supervision and management by the departments in charge of geology and mineral resources, and (vi) complete and present mineral reserves forms and mineral resource development and use statistics reports, in accordance with applicable law.2015

~~The~~From ~~holder~~April of2009 anto ~~exploration~~April or2010, ~~mining license~~the ~~may~~Company ~~transfer~~incurred ~~its~~additional ~~exploration~~projects orcosts ~~mining~~in ~~license~~the toamount ~~others~~of $1,093,802. ~~subject~~As toof April 30, 2010, the ~~approval~~ Company reflected a total of ~~MLR~~$11,414,203 as an investment in the Panamanian subsidiary.

AnOn ~~exploration~~May ~~license~~3, ~~may~~2010, ~~only~~the ~~be transferred~~Ministry ifof Commerce and Industry of the ~~transferor~~Republic ~~has:~~of ~~(i)~~Panama ~~held~~declared the ~~exploration~~Company’s ~~license~~Mineral ~~for~~Concession ~~two years~~ as ofa ~~the~~Mining ~~issue~~Reserve ~~date,~~by orposting ~~discovered~~a ~~minerals~~Resolution in the ~~exploration~~Gaceta ~~area~~Oficial of Panama. Pursuant to the Resolution, ~~which~~ ~~are~~no ~~able~~further exploration activities are to be ~~explored~~performed oron ~~mined~~the ~~further,~~concession ~~(ii)~~site. ~~held~~The aCompany ~~valid~~has disputed the declaration and ~~subsisting exploration~~Resolution ~~license,~~by ~~(iii)~~MICI ~~completed~~and has commenced legal action against the ~~stipulated~~Republic ~~minimum~~of ~~exploration expenditures,~~Panama. ~~(iv)~~On ~~paid~~December 31, 2010, the ~~user~~Company ~~fees~~recorded ~~and~~a ~~the~~loss ~~price~~on ~~for~~the ~~exploration~~investment ~~rights pursuant~~in toCuprum in the ~~relevant~~amount ~~regulations~~of $11,414,203. ~~and~~As ~~(v)~~of ~~obtained~~December ~~the~~31, ~~necessary~~2015 ~~approval from~~and 2014 the ~~authorized~~Company ~~department~~reflected ina ~~charge~~total of $0 as investments in any projects by the ~~minerals~~Company or any of its subsidiaries.

AIn ~~mining~~March ~~license~~2013, ~~may only be transferred if~~ the ~~transferor~~Panamanian ~~needs~~government tosubsequently ~~change~~passed ~~the~~legislation ~~ownership~~that ofannulled ~~such~~existing mining ~~rights~~ ~~because~~concessions itin ~~is:~~the ~~(i)~~area ~~engaging~~encompassing inCerro aChorcha. The ~~merger~~Company orbelieves ~~split,~~that ~~(ii)~~these ~~entering~~actions ~~into equity~~of orthe ~~cooperative~~Panamanian ~~joint~~government ~~ventures~~are ~~with~~unlawful ~~others,~~and ~~(iii)~~contravene ~~selling its company~~Panama’s ~~assets,~~ orinternational ~~(iv)~~obligations ~~engaging~~under ~~in a similar transaction that will result in an alteration of~~ the ~~property~~U.S.-Panama ~~ownership~~BIT ofand the ~~company~~U.S.-Panama TPA.

324. Convertible Note Payable and Short Term Loan

~~Additionally~~a. On November 27, ~~when~~2009, ~~state~~Dominion Minerals Corp. (the “Company”) entered into and closed on a Convertible Loan Agreement (the “Loan Agreement”) to sell to non-~~owned~~US ~~assets or~~persons ~~state~~the ~~funds~~convertible ~~are~~note ~~involved~~due 2010 (the “Note”) in athe ~~transfer~~aggregate ofprincipal ~~exploration~~amount ~~licenses~~of $2,000,000 and ~~mining licenses~~warrants to purchase up to 10,000,000 shares of the ~~related~~Company’s ~~state-owned~~common ~~assets~~stock, ~~rules~~par ~~and~~value ~~regulations~~$0.0001 ~~apply~~per ~~and~~share ~~a proper~~(the ~~evaluation~~“Common ~~report~~Stock”), ~~must~~with bean ~~completed~~exercise ~~and~~price ~~filed~~of ~~with~~$0.15 ~~the~~per ~~MLR~~share for a total purchase price of $2,000,000.

~~Following~~The ~~documents~~Note ~~must~~matures beone ~~submitted to~~year ~~MLR~~after orthe ~~its~~date ~~local~~of ~~branch~~issuance. toThe ~~transfer~~Note anpays ~~exploration~~interest orat ~~mining~~a ~~license:~~rate ~~(i)~~of ~~a transfer~~3-Month ~~application~~LIBOR ~~form;~~plus ~~(ii)~~2.0% ~~transfer~~per ~~agreement~~annum, ~~signed~~which ~~between~~is ~~the~~payable ~~transferor~~ at maturity, and ~~transferee;~~is ~~(iii)~~convertible ~~qualification~~into ~~certificates~~shares of ~~the~~Common ~~transferee;~~Stock ~~(iv) certificates~~at ~~proving~~a ~~that~~conversion ~~the~~price ~~transferor~~equal ~~has~~to ~~meet~~$0.10 per share (the ~~relevant~~“Conversion ~~requirements~~Price”). ~~for transferring~~The ~~exploration~~Conversion ~~license~~Price oris ~~mining~~subject ~~license;~~to ~~(v)~~adjustment ~~report~~for ~~regarding~~certain events, including the ~~exploration~~ ordividends, ~~mining~~distributions ~~status~~or split of the ~~mineral~~Company’s ~~resources;~~Common ~~and~~Stock, ~~(vi)~~or ~~materials otherwise~~in ~~required~~the byevent of the ~~relevant~~Company’s ~~authority~~consolidation, merger or reorganization. ~~Additionally,~~In ~~when~~the event of a ~~state-owned company~~conversion, ~~transfers~~accrued ~~its~~interest ~~mining~~shall ~~license~~be automatically converted into common stock. In addition, ~~approval~~the ~~document~~Company ~~regarding~~has the ~~mining license~~right ~~transfer~~to ~~issued~~prepay bythe ~~its~~entire ~~governing~~outstanding ~~authorities~~principal ~~should~~due ~~also~~under ~~be submitted~~the Notes upon a three business day notice.

~~Speculation~~The inCompany’s ~~exploration~~obligations under the Loan Agreement and ~~mining rights~~the isNote ~~prohibited~~are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., ~~The~~a ~~penalties~~corporation ~~for~~organized ~~speculation~~under ~~are~~the ~~that~~laws of the ~~rights~~Republic of Panama (“Cuprum”), owned by the ~~speculator~~ ~~may~~Company bepursuant ~~revoked~~to a Pledge Agreement dated as of November 30, ~~illegal~~2009 ~~income~~by ~~from~~and ~~speculation~~among ~~confiscated~~the Company, Cuprum and ~~a fine~~the ~~levied~~investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum.

~~According~~Warrants to ~~the~~purchase ~~“Provisions~~shares ~~on the Administration~~ of ~~Gold~~Common ~~Operating~~Stock ~~Permit,”~~expired ~~the~~one ~~applicant~~year ~~for~~from ~~mining of gold minerals must submit~~ the ~~following~~closing ~~documents to the National Development Reform Commission (“NDRC”): (i) an application form for exploitation~~ of ~~gold minerals; (ii) a formal map indicating~~ the scope of the mining area; (iii) file records or the approval documents regarding the ore reserves report; (iv) an environment influence evaluation report approved by competent environment protection authorities; (v) the contract and the articles of association of the company and the approval for establishment of the company, if the applicant is a company limited by shares; and (vi) the awards rendered by relevant authorities in respect of any boundary dispute concerning the mining areaNote.

The valid period for a Gold Operating Permit varies from five years to fifteen years, depending upon the production size of the mine. An application must be submitted to the NDRC for renewal of the Gold Operating Permit at least 30 days prior to the expiration date stipulated thereon.27

~~The~~DOMINION ~~holder~~MINERALS ofCORP. aAND ~~Gold Operating Permit is entitled to exploit gold mineral resources in the areas specified in the Gold Operating Permit, subject to obtaining a corresponding mining license.~~SUBSIDIARIES

~~Our~~NOTES ~~Chinese~~TO ~~operations~~CONSOLIDATED ~~are~~FINANCIAL ~~subject to the laws governing foreign investments in China, laws governing exploration and mining activities and laws on environmental issues, including the following:~~STATEMENTS

·DECEMBER ~~Foreign~~31, ~~Investment in China:~~2015

(On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a) ~~Catalogue~~Mining Reserve by posting a Resolution in the Gaceta Oficial of ~~Industries~~Panama. Pursuant to the Resolution, no further exploration activities are to be performed on the concession site. The Company has disputed the declaration and Resolution by MICI and has commenced legal action against the Republic of Panama. Accordingly, the Company notified the Note Holder of such events and how it relates to their inability to perform pursuant to the terms of the Concession Agreement and subsequently the terms of the Note, to support its claim of a force majeure and its inability to repay the Note. To date, because of the Company’s inability to resume exploration activities on the Mineral Concession, the Company has been unable to repay the Note and the Note Holder has not converted the Note. The Company incurred interest expense in the amounts of $45,613 for ~~Guiding~~the ~~Foreign~~years ~~Investments;~~ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the total amount due for the Convertible Note payable is $2,277,550 and $2,231,937, respectively.

(b. On July 1, 2013, the Company executed 4 Convertible Promissory Notes (“Convertible Promissory Notes”) in the aggregate amount of $75,000. The Convertible Promissory Notes were payable in 1 year, bearing interest at a rate of 1% annum for the term of the note. On November 1, 2014, the Company ~~Law;~~and each Note Holder entered into an agreement to extend the maturity date of the Notes to the earlier of December 31, 2016 or the date of any award granted to the Company in the litigation action between the Company and the Republic of Panama. The Holders of the Convertible Promissory Notes may convert the principal amount for shares of the Company’s common stock equal to the aggregate of 7.5% of the total issued and outstanding shares of the Company’s common stock. The Company incurred interest expense in the amounts of $750 for the years ended December 31, 2015 and 2014. As of December 31, 2015 and 2014, the total amounts due for the Convertible Promissory Notes is $76,875 and $76,125, respectively.

~~(c)~~5. ~~Regulation~~Shareholders’ ~~on Company Registration and Administration; and~~equity

33The Company is authorized to issue 705,000,000 shares: 700,000,000 shares of $0.0001 par value common stock and 5,000,000 shares of $0.0001 par value preferred stock. As of December 31, 2015 and 2014, the Company has 99,512,345 and 96,445,678 shares of common stock outstanding, respectively and 200 shares of Series A preferred stock outstanding. During the year ended December 31, 2015 and 2014, the Company sold 3,066,667 and 10,000,000 shares of common stock, respectively.

~~(d)~~The ~~Laws~~Company’s authorized Series A preferred stock consists of ~~the~~200 ~~Chinese~~shares –and ~~Foreign~~has ~~Equity~~relative ~~Joint~~rights, ~~Venture~~preferences, privileges and ~~its~~limitations ~~Implementation~~as ~~Regulations.~~follows:

·● ~~Exploration/Mining~~The ~~Activities:~~Series A has a super voting right in that it votes together with the common stock and any other class of stock entitled to vote with the common stock all as a single class, with each 100 shares of Series A entitled to 40% of all votes to be cast on any matter; ● The Series A is not convertible and is not entitled to any dividends or any distribution in liquidation of the Company; ● The Series A is not transferable in any manner without the unanimous vote of the Company’s Board of Directors; ● Without the unanimous consent of the holders of the Series A stock, there shall not be any change made to the Rights of the Series A or to create any stock with equal or superior voting right to the Series A stock or authorize any additional shares of Series A stock; and

~~(a) Mineral Resource Law;~~28

~~(b)~~DOMINION ~~Procedures~~MINERALS ~~for~~CORP. ~~Administration~~AND ~~of Registration of Mining of the Mineral Resources;~~SUBSIDIARIES

~~(c)~~NOTES ~~Procedures~~TO ~~for~~CONSOLIDATED ~~Administration~~FINANCIAL ~~of Registration of Exploring Area of the Mineral Resources;~~STATEMENTS

~~(d)~~DECEMBER ~~Administration~~31, ~~Rules on the Transfer of Exploration Rights and Mining Rights;~~2015

~~(e)~~Upon ~~Safety~~the ~~Production~~occurrence ~~Law;~~of a Qualified IPO by the Company, the Series A stock shall be automatically cancelled and returned to the status of undersigned authorized but unissued preferred stock. “Qualified IPO” means the sale of common stock of the Company in an underwritten public offering or resale registration under the Securities Act of 1933 which results in the Company having a market capitalization in excess of $100,000,000, based on the average closing price of the Company’s common stock for 10 consecutive trading days.

~~(f)~~6. ~~Regulation~~Income ~~of Safety Production License; and~~Taxes

~~(g)~~Deferred ~~Implementation~~income ~~Rules~~taxes ~~for~~reflect the ~~Safety~~net ~~Production~~tax ~~License~~effects of ~~Non-coal~~temporary ~~Mines~~differences ~~Enterprise~~between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2015 and December 31, 2014 are as follows:

· Environmental Issues:


	December 31, 2015		December 31, 2014
Net operating loss	$	641,568	$	688,749
Adjustment for unpaid accrued salaries		(554,859)		(514,020)
Adjusted net operating loss		86,709		174,729
Effective income tax rate		40%		40%
Total deferred tax assets		34,684		69,892
Less: valuation allowance		(34,684)		(69,892)
Total deferred tax assets		-	$	-

(The Company’s deferred tax assets as of December 31, 2015 and December 31, 2014 of $16,654,574 and $16,397,947, respectively, was fully offset by a) ~~Environmental~~valuation ~~Protection~~allowance, ~~Law;~~resulting in net deferred tax assets of $0 because of the uncertainty of the Company’s ability to utilize the net operating loss carry-forward against future earnings.

~~(b)~~The ~~Law~~reconciliation of the ~~Prevention~~effective ~~and~~income ~~Control~~tax ofrate ~~Environmental~~to ~~Pollution~~the byfederal ~~Solid~~statutory ~~Waste;~~rate for the period ended December 31, 2015 and 2014 is as follows:


	2015		2014
Federal income tax rate		34%		34%
State tax, net of federal benefit		6%		6%
Increase in valuation allowance		(40)%		(40)%
Effective income tax rate		-%		-%

~~(d)~~The ~~Law~~deferred oftax ~~Appraising~~assets ofresult ~~the~~from ~~Environmental~~net ~~Impacts;~~operating loss carry-forwards. These assets will therefore reverse either upon their utilization against taxable income or upon their statutory expiration. Net operating loss carry-forwards will expire beginning in 2026 through 2035.

~~(e)~~The ~~Administration~~Company’s ~~Regulation~~last tax return submitted was for ~~Environmental~~the ~~Protection~~year ofended ~~Construction~~December ~~Projects;~~31, 2007. The Company‘s tax returns for the years ended December 31, 2008 through 2015 are open for examination by the tax federal and state tax authorities.

~~(f) Administrative Provisions for Environmental Protection of Construction Projects; and~~29

~~(g)~~DOMINION ~~Administrative~~MINERALS ~~Provisions~~CORP. onAND ~~the Completion-Based Check and Acceptance of Construction Projects.~~SUBSIDIARIES

~~Plan~~NOTES ~~of Operation~~TO CONSOLIDATED FINANCIAL STATEMENTS

~~During the~~DECEMBER ~~12 month period commencing January 1~~31, 2009, the Company will concentrate its efforts on the Panamanian copper prospect and the Tianjin venture, and in obtaining additional capital necessary to finance its operations. It will also continue to evaluate additional mineral acquisitions.2015

If7. ~~the Institute~~Commitments ~~presents an evaluation satisfactory to the Nevada Subsidiary of the properties under its business licenses~~ and ~~transfers~~contingencies ~~the~~– ~~properties~~On ~~and~~December ~~licenses to Tianjin Empire~~1, ~~it will initiate an exploration program for these properties. If the properties are not so transferred to Tianjin Empire~~2007, the Company ~~presently~~entered ~~intends~~into toEmployment ~~terminate~~Agreements ~~this~~with ~~venture~~its ~~and~~Chief ~~not~~Executive ~~invest any~~Officer ~~additional funds in it. We have developed a prepared exploration plan for Tianjin Empire which includes (i) a review~~ and ~~evaluation~~its ~~of geophysical,~~Chief ~~geochemical~~Financial ~~and~~Officer. ~~geologic~~The ~~surveys~~agreements ~~conducted~~have byterms ~~the Institute on the areas in which the proposed properties are located during the spring~~ of ~~2009; (ii)~~five ~~exploration~~years ~~work~~and ~~including~~three ~~geological mapping~~years, sampling, trenching and ground geophysical surveys; (iii) drilling to test high chargeability anomalies where warranted by other exploration results; and (iv) evaluation of exploration results to determine feasibility of additional exploration and/or development workrespectively. ~~This~~ ~~exploration~~The ~~program~~agreements ~~would~~are beautomatically ~~conducted~~renewed ~~over~~for ~~the~~one-year ~~winter~~term ~~of 2009~~unless ~~and has a tentative budget of $1,000,000. Based on~~ the ~~information~~ ~~available~~Company ~~from~~or ~~the~~Executive ~~surveys~~gives ~~conducted~~90 bydays ~~the~~prior ~~Institute~~written onnotice ~~the~~to ~~areas in~~terminate ~~which~~ the ~~proposed properties are located, the properties are considered prospects for gold and other minerals~~agreement.

348. Legal Proceedings - On December 5, 2013, the Company notified the Panamanian government of the Company’s intent to initiate arbitration proceedings under the U.S.-Panama Bilateral Investment Treaty (“U.S.-Panama BIT”) and the US.-Panama Trade Promotion Agreement (“U.S.-Panama TPA”). As the Panamanian government has not responded to the Company’s requests to discuss a negotiated settlement, The Company has filed a formal Request for Arbitration at the International Centre for Settlement of Investment Disputes (“ICSID”) on March 30, 2016. The Company is seeking relief in the amount of $268.3 million in the arbitration. There can be no assurance that it will be successful or recover any amount. The dispute involves the Panamanian government’s interference with the Company’s investment in the mining concession. Cuprum owns the exploration rights to the Cerro Chorcha concession. As discussed above, the Panamanian Ministry of Commerce and Industry (“MICI”) was named as a defendant in a lawsuit brought by Cesar Salazar in December 2009, which led to the “provisional suspension” on all actions involving the Cerro Chorcha. Awaiting resolution of the lawsuit, the Company filed an application for an extension of its exploration rights in March 2010, one month before the initial exploration concession was to expire. However, despite the provisional suspension placed on the Cerro Chorcha, the Panamanian government designated the Cerro Chorcha as a “mining reserve” in April 2010 without considering the Company’s extension request, with the purpose and intent of reverting ownership of the concession to the Panamanian government. Furthermore, the Panamanian government subsequently passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha in March 2013. The Company believes that these actions of the Panamanian government are unlawful and contravene Panama’s international obligations under the U.S.-Panama BIT and the U.S.-Panama TPA. On June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited, to fund its litigation against the Republic of Panama. The terms of the LFA allow for funding of up to $8,000,000 of the Company’s litigation costs and require repayment of 2.5 times of the amount funded to the Company for such legal costs. In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium.

~~The Company~~9. ~~will~~Subsequent ~~concentrate~~Events ~~its~~For ~~efforts on~~ the ~~completion~~purpose of the ~~phase~~accompanying ~~two~~consolidated offinancial ~~the exploration~~statements, ~~work~~subsequent onevents ~~the~~have ~~Panamanian~~been ~~Cerro~~evaluated ~~Chorcha~~through ~~property. The program,~~the ~~due~~date tothese befinancial ~~continued~~statements inwere ~~May~~issued. ~~2009~~On April 1, ~~calls~~2016, ~~for: (i)~~the ~~obtaining approval~~Company ofsold ~~the~~a ~~EIS~~Convertible ~~from~~Promissory ~~ANAM;~~Note (ii“Note”) in the ~~drilling~~amount of ~~approximately 10~~$26,000. ~~meters which~~The ~~will~~Note ~~begin~~contained inan ~~May~~Original ~~2009;~~Issue ~~(iii)~~Discount ~~further~~of ~~ground~~$6,000 ~~exploration work~~ and ~~topographic~~ ~~survey;~~bears ~~(iv)~~interest ~~airborne~~in ~~geophysical~~the ~~surveys~~amount ~~(magnetic~~of ~~and electromagnetic);~~24% ~~(v)~~annually. ~~environmental~~The ~~assessments~~term of ~~and~~the ~~work~~note onis ~~access~~for ~~trails~~six ~~to and~~months onwith ~~the property; and (vi) create~~ a ~~three-dimensional~~conversion ~~model~~price of ~~the~~$0.015 ~~property based~~per ~~on old and new drilling results~~share. It isThe ~~estimated~~Company ~~that~~may ~~phase~~prepay ~~two of~~ the ~~exploration~~note ~~program will be completed~~ by orproviding ~~during~~ the ~~fourth~~Note ~~quarter~~Holder ~~of 2009. The~~with ~~program~~a is3-day ~~estimated to cost $5,000,000 through October 2009~~notice.

The Company will have to raise additional capital of approximately $7,000,000 to finance all of its operations through 2009. There are presently no firm arrangements under which any capital can be obtained.30

~~Personnel~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~This ~~Company~~Management's ~~presently~~Discussion ~~employs~~and ~~three full~~Analysis ~~time~~of ~~employees,~~Financial ~~Pinchas~~Condition ~~Althaus~~and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, ~~the~~significant ~~Chairman~~uncertainties and ~~Chief~~other ~~Executive~~factors ~~Officer~~that may cause our actual results, ~~Chaim~~ ~~Lebovits~~levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the ~~President~~use of the words may, ~~and~~will, ~~Diego~~should, ~~Roca~~could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the ~~Chief~~negative ~~Financial~~of ~~Officer~~those ~~and Executive~~terms. ~~Vice~~These ~~President~~statements are only predictions. ~~The~~ ~~Company~~In ~~anticipates~~evaluating ~~hiring~~these ~~additional personnel~~statements, ~~for~~you ~~administrative~~should ~~and~~consider ~~financial~~various ~~functions~~factors ~~during~~which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the ~~year~~expectations ~~ended 2009~~reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

~~Item 1A. Risk Factors.~~Plan of Operations

~~This~~Results report contains statements concerning our future performance, intentions, objectives, plans and expectations that are or may be deemed to be "forward-looking statements." Our ability to do this has been fostered by the Private Securities Litigation Act of ~~1995,~~ ~~which~~Operations ~~provides a "safe harbor"~~ for ~~forward-looking~~the ~~statements~~years toended ~~encourage companies~~December ~~to provide prospective statements identifying important factors that could cause actual results to differ materially from those discussed in the report. In addition~~31, ~~the~~2015 ~~Company's status as an exploration~~ and development company without any present revenue producing operations increases the risks involved in an investment in the Company. These factors affecting us include, but are no limited to, the following:2014

35The following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the years ended December 31, 2015 and 2014, and the Balance Sheet data of the Company as of December 31, 2015 and 2014.

PROPOSED OPERATIONS ARE DEPENDENT UPON OUR ABILITY TO RAISE A MATERIAL AMOUNT OF CAPITAL.


	Year Ended		Year Ended
	December 31, 2015		December 31, 2014
Statement of Operations

Revenue	$	––	$	––
Net Loss		(641,568)		(688,749)
Net Loss Per Share	$	(0.01)	$	(0.01)

Balance Sheet

Total Assets	$	64	$	79
Total Liabilities		5,657,220		5,061,667
Shareholders’ Deficit		(5,657,156)		(5,061,588)

WeRevenue ~~are involved in the business of locating, acquiring, exploring, developing~~ and ~~operating~~ ~~mineral~~Gross prospects and properties and have no present revenue producing operations. Our present contractual obligations require that we expend a total of approximately $500,000 over the next 12 months, to complete our minimum investments in the Chinese venture. We also plan to execute and complete a drilling program on our Panama site which will require an additional $5,000,000 over the next 12 months. In addition, there is no assurance that the expenditures of these funds will develop any of our mineral prospects to the point they may become revenue producing. The time and capital required for the exploration and development of production from mineral properties are intensive. Even if the results of our exploration and development activities are successful, we may still face material additional capital requirements to be able to achieve economical operations. In addition, due to the current condition of the illiquid capital markets, we may face additional challenges in raising a material amount of capital.Profit

WEDuring ~~HAVE NO~~the ~~PRESENT~~years ~~SOURCE~~ended OFDecember ~~REVENUE~~31, ~~AND~~2015, ~~ARE~~and ~~DEPENDENT~~2014 ~~UPON~~the ~~RAISING~~Company ~~ADDITIONAL~~had ~~CAPITAL TO~~no ~~FINANCE~~revenue, ~~CONTINUED~~no ~~OPERATIONS~~costs affiliated with earning revenue and gross profit for the years ended December 31, 2015 and 2014 was $0.

WeOperating have no present source of revenue. The lack of successful results in our exploration program of Zhaoyuan Co. has eliminated our only immediate potential source of revenue. We are dependent upon our ability to raise additional capital to finance our operations including our administrative operating costs which are estimated at $7,000,000 for the 12 months commencing January 1, 2009. Under our present program, it will likely be several years before we develop any revenue, even if our mineral exploration programs are successful, of which there is no assurance.Expenses

~~OUR COMMITMENTS~~Operating TOexpenses ~~REGISTER~~for ~~SHARES~~the ~~FOR~~year ~~SALE~~ended BYDecember ~~SELLING~~31, ~~SHAREHOLDERS~~2015 ~~WILL~~and ~~ADVERSELY AFFECT~~2014 ~~OUR~~consisted ~~ABILITY~~primarily TOof ~~RAISE~~compensation ~~NECESSARY~~to ~~CAPITAL~~officers of $575,000. Other operating expenses for the year ended December 31, 2015 consisted of professional fees and general and administrative expenses of $7,490 and $12,715, respectively. For the year ended December 31, 2014, professional fees and general and administrative expenses incurred were $44,667 and $22,719, respectively. Professional fees were incurred primarily for legal, accounting and consulting costs in connection with the Company’s effort to resume its reporting obligations to the SEC.

We have contractual commitments to file a Registration Statement under the Securities Act of 1933 for the sale by certain of our shareholders of 6,093,333 shares of outstanding common stock and 2,807,500 shares of common stock underlying warrants issued or to be issued. In addition, we have agreed to include additional shares of common stock in any such Registration Statement for other outstanding shares or shares underlying warrants or convertible notes on a "piggyback basis." The offering of these shares under the Registration Statement will adversely affect our ability to raise additional capital. During the year ended December 31~~, 2008, we incurred $25,600 in penalties for failing to register the shares issued to Bellhaven, pursuant to the Exploration and Development Agreement.~~

WELoss ~~FACE~~from ~~A SIGNIFICANT RISK OF THE LOSS OF OUR INVESTMENTS IN OUR CHINA PROJECTS.~~Operations

WeLoss ~~have invested~~from ~~$500,000~~operations infor the ~~Zhaoyuan~~year ~~Co. joint~~ended ~~venture~~December ~~and $500~~31,~~000~~ in2015 ~~the~~and ~~Tianjin~~2014 ~~Empire~~was ~~joint~~$595,205 ~~venture. The results of the exploration program of the Zhoyuan Co. were negative~~ and ~~unless further geological work is successful or it can find another mineral prospect in the area~~$642,386, ~~the venture will be terminated~~respectively. The ~~failure~~losses offor the ~~Institute (our~~years ~~Chinese~~ended ~~partner~~December in31, ~~the~~2015 ~~Tianjin~~and ~~venture)~~2014 towere ~~transfer~~primarily ~~mineral~~attributable ~~properties~~to ~~has imperiled~~ the ~~future~~officer ofcompensation, ~~this~~professional ~~venture. There~~fees isand ageneral ~~significant~~and ~~risk that~~administrative weexpenses ~~may~~described ~~lose~~above ~~both~~ of ~~these~~$595,205 ~~investments~~and $642,386, respectively.

36Net Loss

~~ALL~~Net ~~OF OUR~~loss ~~PRESENT~~from ~~OPERATIONS~~operations ~~ARE~~for INthe ~~FOREIGN~~years ~~COUNTRIES~~ended ~~WITH~~December ~~RESULTANT~~31, ~~RISKS~~2015 ~~AND UNCERTAINTIES~~and 2014 was $641,568 and $688,749, respectively. The net losses were primarily attributable to the loss from operations and interest expense for the Convertible Promissory Notes entered into by the Company and various investors. Inflation did not have a material impact on the Company’s operations for the period. Management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

~~Our~~Liquidity ~~present mineral operations are in the PRC~~ and ~~Panama.~~Capital ~~Accordingly, we are subject to risks and uncertainties involved in such foreign operations including:~~Resources

·Cash ~~Difficulties in language communications~~ and ~~these~~Working ~~arising out of cultural differences may adversely effect our operations;~~Capital

·As ~~The laws~~ of ~~the~~December ~~PRC~~31, 2015 and ~~Panama~~2014, ~~will~~we ~~govern~~had ~~our~~a ~~material~~working ~~agreements~~capital deficit of $5,657,156 and ~~operations~~$5,061,588, respectively. Our ~~Their~~current ~~systems~~liabilities as of ~~laws~~December 31, 2015 and ~~the~~2014 ~~enforcement~~of ~~thereof~~$5,657,220 ~~may~~and ~~not~~$5,061,667, berespectively, exceeded our current assets as ~~certain~~of inDecember ~~implementation~~31, 2015 and ~~interpretation~~2014 asof ~~those~~$64 inand ~~the~~$79, ~~United~~respectively. We ~~States;~~had an accumulated deficit of $41,636,435 and $40,994,867 on December 31, 2015 and 2014, respectively.

·We ~~Substantially~~had ~~all~~a cash balance of ~~our~~$64 ~~non-cash~~and ~~assets~~$79 ~~will~~on beDecember ~~located~~31, ~~outside~~2015 ofand 2014, respectively. Net cash used for operating activities for the ~~United~~year ~~States.~~ended ~~Accordingly~~December 31, we2015 ~~may~~and ~~not~~2014 bewas ~~able~~$57,324 toand ~~enforce~~$101,280, ~~any~~respectively. ~~judgments~~The ofnet ~~any~~loss ~~United~~for ~~States~~the ~~courts~~year ~~predicated~~ended ~~upon~~December ~~United~~31, ~~States~~2015 ~~laws~~and on2014 ~~state~~was ~~laws~~$641,568 ~~including~~and ~~securities~~$688,749, ~~laws;~~respectively. Cash used in operating activities was for compensation, professional fees and general and administrative expenses.

·Net ~~The~~cash ~~value~~obtained ofthrough ~~the~~all ~~"Renminbi"~~financing ~~("RMB")~~activities ~~fluctuates~~for ~~and~~the isyear ~~affected~~ended ~~by,~~December ~~among other things~~31, ~~changes~~2015 inand ~~the~~2014 ~~PRC's~~was ~~political~~$57,309 and ~~economic~~$101,359, ~~conditions~~respectively. ~~The~~This ~~conversion~~consisted of ~~RMB~~$46,000 ~~into~~and ~~foreign~~$11,309 ~~currencies~~in ~~such~~proceeds asfrom the ~~United~~sale ~~States~~and ~~dollar~~issuance ~~has~~of becommon ~~generally~~stock ~~based~~and onfrom ~~rates~~loans ~~set~~obtained byfrom ~~the~~officers, ~~People's Bank of China~~respectively, ~~which~~during ~~are set daily based on~~ the ~~previous~~year ~~day's~~ended ~~interbank~~December ~~foreign~~31, ~~exchange~~2015 ~~market~~and ~~rates~~$100,000 and ~~current~~$1,359 ~~exchange~~in ~~rates~~proceeds onfrom the ~~world~~sale ~~financial~~and ~~markets.~~issuance ~~The~~of ~~official~~common ~~exchange~~stock ~~rate~~and ~~had~~from ~~remained~~loans ~~stable~~obtained ~~over~~from ~~the~~officers, ~~past several years. However~~respectively, during the ~~PRC~~year ~~recently~~ended ~~adopted~~December ~~a floating rate with respect to the RMB~~31, ~~with a 0~~2014.3% For ~~fluctuation. While most of~~ the ~~Company's~~year ~~business~~ended ~~conducted~~December ~~inside~~31, ~~the~~2015 ~~PRC~~and ~~will use the RMB~~2014, ~~changes~~we inhad ~~the~~net ~~exchange~~cash ~~rate~~flows ~~between~~of it$(15) and ~~other~~$79, ~~currencies may have a material adverse effect on our business; and~~respectively.

·Financings ~~The RMB is not presently a freely convertible currency,~~ and ~~the~~Sources restrictions on currency exchanges may limit our ability to use revenues generated in RMB to fund our business activities outside the PRC or to make dividends or other payments in the U.S. dollar. The PRC government strictly regulates conversion of RMB into foreign currencies. Over the years, foreign exchange regulations in the PRC have significantly reduced the government's control over routine foreign exchange transactions under current accounts. In the PRC, the State Administration for Foreign Exchange ("SAFE") regulates the conversion of the RMB into foreign currencies. We believe we will be required to apply for "Foreign Exchange" remittance of foreign currencies for payment of dividends and other distributions and such may be affected without requiring the approval of SAFE. However, even then, some items as direct investments, loans, securities, and the like still require the approval of SAFE. We may not be able to obtain a certificate or the current foreign exchange measures may be changed in a way that will make payment of dividends and other distributions outside China more difficult or unlawful. In that case, of we intend to distribute profits outside of the PRC, we may not be able to obtain sufficient foreign exchange to do so.Liquidity

37For the years ended December 31, 2015 and 2014, we sold 3,066,667 and 10,000,000 shares of the Company’s common stock to an investor for $46,000 and $100,000, respectively.

~~THE MINERAL~~Over ~~INDUSTRY~~the ISnext ~~SUBJECT~~12 TOmonths, ~~INTENSIVE~~we ~~AND~~plan ~~INCREASING~~to ~~GOVERNMENTAL~~continue ~~REGULATION WHICH~~to ~~MAY~~fund ~~ADVERSELY~~our ~~AFFECT~~operations ~~OUR~~through ~~OPERATIONS~~the sale of common stock, common stock warrants, convertible promissory notes or a combination thereof.

~~All~~ITEM of our mineral operations will be subject to intensive and increasing governmental regulations, including those involving environmental, labor, waste management, environmental restoration, property ownership rights, and health and safety matters7A. ~~Our~~ ~~Chinese operations~~QUANTITATIVE ~~are~~AND ~~subject~~QUALITATIVE toDISCLOSURES ~~the~~ABOUT ~~supervisory~~MARKET and administrative laws and regulations administered and/or issued by the Ministry of Land and Resources of the PRC and by the geology and mineral resources departments of the respective provinces, autonomous regions and municipalities in which properties are located. Exploration activities are conducted under licenses granted under the “Administrative Measures on Registration of Tenement of Mineral Resources Exploration and Survey” which also provides for supervising and taxing those activities. The “Administrative Measures on Registration of Mineral Resources Exploration” regulates mining activities, including their licensing, supervision and taxation. These two laws require that all exploration and mining activities comply with all national and local laws and regulations governing labor safety, water and soil conservation, land reclamation and environmental protection. See Chinese Regulations above. The operations being conducted in Panama on the Cerro Chorcha prospect by Cuprum are subject to the laws of Panama relating to mineral activities and to the terms of the exclusive exploration agreement included as part of the Panamanian mineral concession. See Panamanian Regulations above. Compliance with the applicable regulations, which are only likely to increase in the future, may adversely impact mining operations and their results. Since we will be operating in foreign jurisdictions, these adverse effects may be magnified.RISK

WEDisclosure ~~WILL BE~~in ~~DEPENDENT~~response ~~UPON~~to ~~THE~~this ~~SERVICES~~item OFis ~~OTHERS~~not INrequired ~~OUR~~of ~~MINERAL~~a ~~OPERATIONS~~smaller reporting company.

WeITEM ~~will be dependent upon the services of others, including our joint venture partners and independent third parties in our exploration, development and mining operations~~8. ~~Our~~FINANCIAL ~~activities~~STATEMENTS ~~will~~AND ~~be limited~~SUPPLEMENTARY ~~to supervision of and raising capital for the mineral activities. This diminished control over daily activities may adversely affect our operations.~~DATA

WEThe ~~HAVE NO~~information ~~PRESENT~~required ~~ESTABLISHED~~by ~~ECONOMIC~~this ~~ORE~~item ~~RESERVES~~may ~~AND~~be NOfound ~~ASSURANCE~~beginning WEon ~~CAN~~page ~~DEVELOP ANY~~F-1 of this Annual Report on Form 10-K.

~~There~~ITEM ~~are no established economic ore reserves on any of the properties involved in our ventures~~9. ~~There~~CHANGES isIN ~~no assurance~~AND ~~that~~DISAGREEMENTS weWITH ~~will~~ACCOUNTANTS beON ~~able~~ACCOUNTING toAND ~~develop~~FINANCIAL ~~any such reserves; or that, if reserves are developed, we ill be able to mine them profitability, due to insufficient capital or otherwise.~~DISCLOSURE

38NONE

~~IF WE DEFINE AN ECONOMIC ORE RESERVE AND ACHIEVE PRODUCTION, IT WILL DECLINE IN THE FUTURE AS AN ORE RESERVE IS A WASTED ASSET.~~32

~~Our~~ITEM ~~future ore reserve and production, if any, will decline as a result of the exhaustion of reserves and possible closure of any mine that might be developed~~9A. ~~Eventually,~~CONTROLS atAND some unknown time in the future, all of the economically extractable ore will be removed from the properties, and there will be no ore remaining. This is called depletion of reserves. Ultimately, we must acquire or operate other properties in order to continue as an ongoing business.PROCEDURES

~~MINERAL MARKET~~Disclosures ~~PRICES~~Control ~~ARE~~and ~~SUBJECT TO FLUCTUATIONS WHICH MAY ADVERSELY AFFECT OUR OPERATIONS.~~Procedures

IfOur wemanagement ~~are~~is ~~successful~~responsible infor ~~developing~~establishing ~~any mineral~~and ~~properties,~~maintaining ~~our~~adequate ~~ability~~internal tocontrol ~~operate~~over atfinancial areporting. ~~profit~~Internal ~~will~~control beover ~~dependent~~financial onreporting ~~the then~~is ~~existing~~defined ~~market~~in ~~price~~Rule of13a-15(f) or 15d-15(f) promulgated under the ~~involved~~Exchange ~~mineral.~~Act ~~Declines~~as ina process designed by, or under the ~~market prices~~supervision of, the ~~involved~~company’s ~~mineral~~principal ~~may~~executive ~~render~~and ~~reserves~~principal ~~containing~~financial ~~relatively~~officers ~~low grades~~and ofeffected ~~ore~~by ~~uneconomic~~the toCompany’s ~~exploit~~Board of Directors, management and weother ~~may~~personnel, beto ~~required~~provide toreasonable ~~discontinue exploration,~~assurance ~~development~~regarding orthe ~~mining~~reliability onof financial reporting and the ~~properties,~~preparation orof ~~write~~financial ~~down~~statements ~~our~~for ~~assets. We~~external ~~cannot~~purposes ~~predict~~in ~~the~~accordance ~~future~~with ~~market~~accounting ~~price~~principles ofgenerally ~~minerals~~accepted ~~and~~in wethe ~~may~~United ~~not~~States beof ~~able~~America ~~to survive~~and inincludes athose ~~declining~~policies ~~market~~and ~~situation.~~procedures that:

~~THE~~● ~~CERRO CHORCHA~~Pertain ~~PROSPECT~~to ISthe ANmaintenance ~~EXPLORATION~~of ~~PROSPECT~~records ~~WITHOUT~~that ~~ESTABLISHED RESERVES.~~in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

~~The~~● ~~Cerro Chorcha~~Provide ~~property~~reasonable isassurance anregarding ~~exploration~~prevention ~~prospect~~or ~~without~~timely ~~any~~detection ~~established reserves. We~~of ~~have~~unauthorized ~~relied~~acquisition, inuse ~~part,~~or ondisposition aof ~~pre-feasibility study~~ the ~~property~~ ~~prepared~~company’s ~~for~~assets ~~Bellhaven~~that ~~and~~could ~~Cuprum~~have ina ~~our~~material ~~evaluation~~effect ~~of it. These are significant risks involved in so relying~~ on ~~results~~the ~~of a~~financial ~~pre-feasibility study, including:~~statements.

·Because ~~The~~of ~~limited~~its ~~amount~~inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of ~~drilling~~any ~~work~~evaluation ~~underlying~~of effectiveness to future periods are subject to the ~~study;~~risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

·As ~~Any~~of ~~process~~December ~~testing~~31, ~~done~~2015, ismanagement ~~limited~~assessed tothe ~~small~~effectiveness ~~pilot~~of ~~plants~~our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO - 2013”) and/ SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this Report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or ~~bench~~operation ~~scale~~of ~~testing;~~our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

·The ~~There~~matters ~~are~~involving ~~normally~~internal ~~difficulties~~controls ~~obtaining~~and ~~expected~~procedures ~~metallurgical~~that ~~recoveries~~our ~~when~~management ~~you~~considered ~~are~~to ~~scaling~~be upmaterial weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to ~~production~~a ~~scale~~lack ~~from~~of a ~~pilot~~majority ~~plant~~of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our interim Chief Financial Officer in connection with the review of our consolidated financial statements as of December 31, 2015.

~~· The preliminary nature of the sine and processing concepts;~~33

·Management ~~The~~believes that the material weaknesses set forth in items (1), (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of ~~accuracy~~a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ~~preliminary~~ineffective ~~cost~~oversight ~~estimates;~~in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our consolidated financial statements in future periods.

·Management’s ~~The~~Remediation ~~actual metallurgical recoveries made; and~~Initiatives

·In ~~The~~an ~~history~~effort ofto ~~pre-feasibility~~remediate ~~studies~~the ofidentified ~~typically~~material ~~underestimating~~weaknesses ~~capital~~and other deficiencies and ~~operating~~enhance ~~costs.~~our internal controls, we have initiated, or plan to initiate, the following series of measures:

39We will create a new position in order to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. When funds are available to us, we plan to appoint one or more outside directors to our Board of Directors, who will be appointed to an audit committee, resulting in a fully functioning audit committee which will undertake the oversight of the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

~~THE~~Management ~~CERRO CHORCHA~~believes ~~PROJECT~~that ~~INVOLVES~~the Aappointment ~~LARGE~~of ~~EXPLORATION~~one ~~PROPERTY~~or INmore ANoutside ~~ISOLATED~~directors, ~~UNDEVELOPED AREA~~who ~~REQUIRING~~would ~~LARGE~~be ~~TIME~~appointed ~~EFFORT~~to ~~AND~~a ~~CAPITAL~~fully ~~EXPENDITURES~~functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

~~The~~We ~~Cerro Chorcha~~anticipate ~~property~~that isthese ainitiatives ~~large exploration prospect located in an isolated undeveloped area. The exploration program~~ will ~~require~~be ~~the~~at ~~expenditure~~least ~~of large amounts of capital over a period of several years. If the results of the initial exploration work are satisfactory~~partially, weif ~~will~~not ~~have to build access roads to and on the property to be able to complete the exploration program. If the completed exploration program is successful~~fully, weimplemented ~~will~~by ~~then be faced with~~ the ~~necessity~~ toend ~~complete the planning for the development~~ of ~~the~~calendar ~~property~~year ~~to the extent necessary to support a final or bankable feasibility study~~2016. ~~During~~ ~~this~~Additionally, ~~period~~ we ~~will~~plan ~~be subject~~ to ~~the~~test ~~potential~~our ~~adverse impact~~updated ofcontrols ~~factors~~and ~~beyond~~remediate our ~~control~~deficiencies ~~on the project; i.e., the decline~~ in ~~the price of the targeted minerals~~2016.

~~DEVELOPING OPPOSITION~~Changes TOin ~~MINING~~internal ~~ACTIVITIES~~controls INover ~~PANAMA~~financial ~~BY ENVIRONMENTAL GROUPS MAY ADVERSELY AFFECT THE COMPANY’S CERRO CHORCHA PROJECT~~reporting

~~Panama~~There iswas ~~experiencing~~no achange ~~developing opposition to mining activities by environmental groups. These activities have increased~~ in ~~response~~our tointernal ~~alleged~~controls ~~illegal~~over ~~environmentally damaging~~financial ~~activities~~reporting bythat ~~other~~occurred ~~mining~~during ~~entities. Although~~ the ~~Company’s plans~~period ~~call~~covered ~~for~~by ~~its~~this ~~activities~~Report, towhich behas ~~conducted~~materially inaffected, ~~not~~or ~~only~~is areasonably ~~legal~~likely ~~manner~~to ~~but~~materially ~~an environmentally friendly one~~affect, ~~its~~our ~~activities~~internal ~~may~~controls beover ~~impeded~~financial ~~or adversely affected by this growing mining opposition movement.~~reporting:

WEThis ~~HAVE NOT~~annual ~~OBTAINED~~report ANdoes ~~APPROVED~~not ~~ENVIRONMENTAL~~include ~~IMPACT~~an ~~STUDY~~attestation ~~FROM~~report ~~PANAMA~~of the Company’Ss ~~NATIONAL ENVIRONMENTAL~~registered ~~AUTHORITY~~independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.

~~On December~~ITEM ~~13, 2008, Cuprum submitted the Environmental Impact Study (“EIS”) for approval to the Autoridad Nacional del Ambiente of Panama (“ANAM”)~~9B. On ~~March~~OTHER 9, 2009, ANAM rejected the EIS for various reasons. The EIS was resubmitted for approval to ANAM on March 15, 2009, and is pending approval. The Company may not commence its drilling operations until the EIS is approved.INFORMATION

~~Item 1B~~None. ~~Unresolved Staff Comments.~~

~~None.~~34

~~Item 2. Properties.~~PART III

~~The~~ITEM ~~Company has no material physical properties~~10. ~~Its material assets consist of cash~~DIRECTORS, ~~cash~~EXECUTIVE ~~equivalents,~~OFFICERS ~~its~~AND ~~stock ownership~~CORPORATE of the Nevada Subsidiary and its contractual rights under the Panamanian project. The material assets of the Nevada Subsidiary consist of cash, cash equivalents, and its contractual rights in the two Chinese joint ventures.GOVERNANCE

40The following table sets forth information regarding the directors and executive officers of the Company.

Item 3 Legal Proceedings.


Name	Age	Position

Pinchas Althaus	41	President, Chief Executive Officer and Director

Diego Roca	48	Executive Vice-President, Chief Financial Officer, Treasurer, and Director

Chaim Lebovits	44	Director

Chaim Schiff	42	Director

~~On December~~Pinchas ~~24,~~Althaus ~~2008,~~has ~~the~~served ~~Company~~as ~~commenced~~a andirector ~~action~~and inas the ~~Supreme~~President ~~Court~~ of the ~~State~~ Nevada Subsidiary since March of ~~New~~2006. ~~York,~~He ~~County~~has been a director and President of ~~New~~the ~~York~~Company ~~against~~since ~~Saddle~~February ~~Associates,~~of ~~Inc~~2007. ~~Frank Magliato,~~From ~~Walter~~October ~~Reissman,~~2004 ~~and~~to ~~certain~~April ~~other~~of ~~defendants~~2006 (he was employed as the ~~"Action"),~~Chief ~~which sought~~Operating ~~injunctive~~Officer ~~relief~~for Golden River Resources, a mining and ~~damages~~mineral ~~arising~~exploration ~~from~~company of Melbourne, ~~among~~Australia. ~~other~~From ~~things,~~February ~~breach~~through October of ~~contract~~ 2004, ~~breach~~he was employed as the Director of ~~fiduciary~~Business ~~duty,~~Development ~~negligence~~for ~~and~~Golden ~~fraud~~River ~~carried~~Resources. ~~out~~From ~~separately and~~February ~~collectively~~of by2003 ~~all~~through ~~defendants~~December inof ~~connection~~2003, ~~with~~he served as the ~~improper~~Director ~~transfer~~of Business Development for Tahera Diamond Corporation of ~~the~~ ~~Company's~~Toronto, ~~stock~~Canada. From February of 2000 to ~~all~~February ~~defendants~~of 2003, ~~with~~he was the ~~exception~~Director for Business Development for Ambient Corp. Mr. Althaus attended the Rabbinical College of ~~one~~Israel ~~defendant,~~ from which ~~acted~~he received Rabbinical Certification in 1994. Mr. Althaus’ prior experience in the mining sector and his role as a ~~clearing~~founder ~~house~~of ~~for~~the current Company earned him the ~~stock~~position ~~transfers~~as a director of the Company.

~~On December~~Diego ~~24,~~E. ~~2008,~~Roca served as a director and the ~~Court~~Chief ~~temporarily~~Financial ~~enjoined~~Officer, ~~all~~Executive ~~defendants~~Vice President and Treasurer of the Nevada Subsidiary from, ~~among other~~May ~~things,~~of ~~transferring~~2006 oron ~~selling~~a ~~any~~part-time basis. In March of 2007, he assumed these positions on a full-time basis for the Company and the Nevada Subsidiary. He has over 15 years of experience in financial management, operations, public (SEC) filings, cash management and internal controls including 9 years ending in 2004 with Digitec 2000, Inc. There he began as Digitec's ~~stock~~Controller, progressing to Chief Operating Officer and Senior Vice President and Chief Financial Officer. On ~~or about~~From November 2004 until February 112007, ~~2009~~Mr. Roca served as a consultant to various companies, including working with Empire Minerals on a part-time basis. He was the ~~parties~~Chief ~~negotiated~~Executive Officer and a ~~settlement~~Director ~~agreement~~of Trimax Corp. for the month of July 2004 and he was the Chief Financial Officer and a Director of Codesmart Holdings, ~~which~~ Inc. from October 31, 2013 to April 23, 2014. On February 1, 2016, Mr. Roca was ~~fully~~appointed ~~executed~~Chief byFinancial ~~all~~Officer ~~defendants~~of FORU Holdings, ~~excluding~~Inc. ~~two~~(OTCQB:FORU). Mr. ~~defendants~~Roca ~~one~~received a Bachelor of ~~which acted~~Science degree in Accounting from Queens College in 1991. Mr. Roca’s experience as a ~~clearing~~financial ~~house. The~~manager ~~Company~~and ~~anticipates~~administrator ~~voluntarily~~in ~~dismissing all~~publicly ~~claims~~traded ~~against~~companies ~~these~~earned ~~two~~him ~~defendants~~the position as a director in the Company.

~~Item 4~~Chaim Lebovits has served as a director for the Company since July 30, 2008. ~~Submission~~For over a decade, Mr. Lebovits has been in the business of ~~Matters~~mining toand natural resource management in Africa. In December 2005, Mr. Lebovits, founded ACC Holdings International. ACC Holdings is a ~~Vote~~ company which has been involved actively in offshore E&P projects in West Africa and Israel. Mr. Lebovits has served on the board of ~~Security~~several ~~Holders~~oil and gas companies including Rialto Energy and Shemen Oil and Gas Resources, both of which are public companies. ACC Holdings is also involved in real estate projects and is the controlling shareholder in Brainstorm Cell Therapeutics, a biotechnology company. Mr. Lebovits’ experience in the mining sector including his leadership roles in prior positions held in the mining sector earned him the position as a director of the Company.

NoChaim ~~matter~~Schiff ~~was~~has ~~submitted~~served ~~during~~as a board member of the ~~fourth~~ ~~quarter~~Company since 2010. Mr. Schiff is an Executive Vice President at ACC Holdings since 2008 and has served as a member of the ~~fiscal~~board ~~year~~of ~~covered~~directors byof ~~this~~Shemen ~~report~~Oil and Gas Resources, an Israeli public company. Prior to joining ACC Holdings, Mr. Schiff was a ~~vote~~partner ofat ~~security holders~~Ickovics, ~~through~~Neustadter ~~the~~& ~~solicitation~~Co., a Tel Aviv boutique law firm. There are no family relationships between any of ~~proxies~~the directors, officers or ~~otherwise~~significant employees. Mr. Schiff’s prior experience as an administrator and legal advisor to Mr. Lebovits and the firms Mr. Lebovits managed earned him the position as director of the Company.

~~PART II~~35

~~Item 5~~ITEM 11. ~~Market~~ ~~for~~EXECUTIVE ~~Registrant’s Common Equity, Related Stockholder Matters and Issuer~~COMPENSATION

~~Purchases~~The following table sets forth the remuneration paid during the years ended December 31, 2015 and December 31, 2014 to persons who were during that year or now are officers and directors of ~~Equity Securities~~the Company by the Company and/or any of its subsidiaries.

During the year ended December 31, 2008, the Company's common stock was quoted in the National Daily Quotation Sheets (commonly referred to as the "Pink Sheets") published by the National Quotation Bureau and the Over-the-Counter Bulletin Board (commonly referred to as the “Bulletin Board”). From January 1, 2008 to October 17, 2008, the Company’s common stock was quoted on the Pink Sheets. From October 18, 2008, the Company’s common stock is quoted on the Bulletin Board.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation (6) ($)		Totals ($)
Pinchas Althaus (1) Chief Executive Officer		2014 2015		$20,000 19,500		- -		- -		- -		- -		- -		- -	$20,000 19,500

Diego E. Roca (1) Chief Financial Officer		2014 2015		$40,980 641		- -		- -		- -		- -		- -		- -	$40,980 641

~~The~~Employment following table sets forth the high and low bid of the common stock in the Pink Sheets and the Bulletin Board for the periods indicated. The bid price represents prices between dealers, which do not indicate retail markups, markdown or commissions and the bid prices may not represent actual transactions:Agreements

41On December 1, 2007, the Company and Pinchas Althaus entered into an Employment Agreement, whereby Mr. Althaus was employed as Chief Executive Officer and Chairman of the Board of Directors for a term of four years, with one-year automatic renewal terms. Mr. Althaus is entitled to compensation of $350,000 per year for base salary and an annual bonus to be determined at the discretion of the Board of Directors. Mr. Althaus and the Company have mutually agreed to defer any unpaid portion of salaries until the Company’s financial condition allows for salaries due pursuant to the Employment Agreement can be paid.

Quarter Period	High		Low
January - March 2007	$	4.00	$	1.21
April - June 2007		2.50		1.50
July - September 2007		2.25		1.50
October – December 2007		2.00		1.40
January - March 2008		1.70		0.15
April - June 2008		1.01		0.15
July – September 2008		0.51		0.25
October – December 2008		0.45		0.08

On December 1, 2007, the Company and Diego E. Roca entered into an Employment Agreement, whereby Mr. Roca was employed as Chief Financial Officer, Executive Vice President and Director for a term of three years, with one-year automatic renewal terms. Mr. Roca is entitled to compensation of $225,000 per year for base salary and an annual bonus to be determined at the discretion of the Board of Directors. Mr. Roca and the Company have mutually agreed to defer any unpaid portion of salaries until the Company’s financial condition allows for salaries due pursuant to the Employment Agreement can be paid.

~~The number of record holders of our common stock at April 10, 2009 was 143. Additional owners of the common stock hold their shares in street name with a brokerage firm and a depository firm.~~36

~~The~~ITEM holders of our common stock are entitled to receive dividends as may be declared by the Board of Directors out of funds legally available, and after payment of adequate provisions for the payment of preferential dividends due on any then outstanding preferred stock12. We ~~have~~SECURITY ~~never~~OWNERSHIP ~~had~~OF ~~any~~CERTAIN ~~material~~BENEFICIAL ~~earnings~~OWNERS ~~and~~AND doMANAGEMENT ~~not~~AND ~~presently have~~RELATED ~~any~~STOCKHOLDER ~~capacity to generate any such earnings. We have never declared any dividends. We do not anticipate declaring and paying any cash dividends in the foreseeable future.~~MATTERS

~~Item 6. Selected~~The ~~Financial Data.~~following table sets forth information with respect to the persons known to the Company to be the beneficial owners of more than 5% of any class of the Company’s voting securities as of June 13, 2016:

Not applicable to smaller reporting company.


Title of Class			Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Ownership Percent of Class			Voting Rights Percent of Class

Series A			Pinchas Althaus	100 shares		(2)		50	%	50%
Preferred Stock(1)			410 Park Avenue, 15th Floor
			New York, NY 10022

Series A			Investment Group(3)	100 Shares		(4)		50	%	50%
Preferred Stock(1)

Common Stock			Pinchas Althaus		8,750,000	(2)		8.79	%	41.75%
			410 Park Avenue, 15th Floor
			New York, NY 10022

Common Stock			Investment Group(3)		25,916,090	(4)		26.04	%	45.21%

Common Stock			Michael Bernard Silver		13,066,667	(5)		5.02	%	5.02%
			100 Westminister Bridge Road
			London, UK SE1 7XB

	(1)	The Series A Preferred Stock consists of 200 shares which as a class has the right to vote 80% of all votes to be cast on any matter by the combined outstanding Series A Preferred Stock and Common Stock.

	(2)	Owned of record and beneficially.

	(3)	The members of the Investment Group and the percentage ownership of each member in the total holdings of the Investment Group are as follows:

~~Item 7~~(a) Reytalon Ltd. ~~Management’s~~, ~~Discussion~~an ~~and Analysis~~Israeli corporation – 30%; Avi Schnur, who had no prior relationship with the Company is the control person of Reytalon, Ltd.; (b) Talromit Financial ~~Condition~~Holdings, ~~and~~Ltd., ~~Results~~an Israeli corporation – 10%; Yosef Greenfeld, who had no prior relationship with the Company is the control person of Talromit Financial Holdings, Ltd. (c) Grantsville Investments Limited (BVI), a British Virgin Islands corporation – 20%; James Lasry, who had no prior relationship with the Company is the control person of Grantsville Investments Limited;

~~Operations.~~37

Our actual results could differ materially from those reflected in these forward-looking statements as a result of certain factors that include, but are not limited to, the risks discussed in the Section entitled “Risk Factors.” Please see the statements contained under the Section entitled “Forward-Looking Statements.”



	(d)	Graceville, Ltd., an Israeli corporation – 20%; Alexander Reisman, who had no prior relationship with the Company is the control person of Graceville, Ltd.; and

	(e)	ACC Holding International Ltd., a British Virgin Islands corporation – 20%. Chaim Lebovits, a director of the Company is the control person of ACC Holding International, Ltd.

Except for historical information, the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) our estimates of mineral reserves and mineralized material, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” as well as in this Annual Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur as projected.


(4)	Owned of record and beneficially by each member in (3) immediately above.

(5)	Includes shares beneficially owned by Mr. Silver individually, 1,000,000 shares, through Mr. Silver’s ownership interest in (i)Project Global Investments, Ltd., 2,066,667 shares; (ii)Advance Conveyors PTY Ltd., 5,000,000 shares; (iii)Fair Choice Ltd., 5,000,000 shares and their ownership of the common stock of the Company.

42The following table sets forth information as to the beneficial ownership of each class of the Company’s equity securities beneficially owned by the Company’s directors and executive officers as of November 24, 2015:

Recent Events


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Ownership Percent of Class			Voting Rights Percent of Class

Series A	Pinchas Althaus	100 shares				50	%	50%
Preferred Stock	410 Park Avenue, 15th Floor
	New York, NY 10022

Series A	Chaim Lebovits		20 shares	(1)		10	%	10%
Preferred Stock	410 Park Avenue, 15^th Floor
	New York, New York 10022

Common Stock	Pinchas Althaus		8,750,000			8.79	%	41.75%
	410 Park Avenue, 15th Floor
	New York, NY 10022

Common Stock	Chaim Lebovits		6,383,218	(1)		6.41	%	9.28%
	410 Park Avenue, 15^th Floor
	New York, New York 10022

Common Stock	Diego Roca 410 Park Avenue, 15th Floor New York, NY 10022		3,550,000			3.57	%	3.57%

Common Stock	All Officers and Directors of the Company as a Group (5 persons)		18,683,218			18.77	%	54.60%

~~Since~~(1) ~~the end~~Includes ofshares ~~the~~beneficially ~~fiscal~~owned ~~year~~through ~~2008,~~Mr. Lebovits’ ownership interests in ACC Holdings International Ltd’s ownership of the ~~following~~common ~~events~~stock ~~have~~of ~~occurred:~~the Company.

Certain officers and directors resigned from their respective positions at the Company, which are as follows: On January 31, 2009, Mr. James Gorman, the Company’s Chief Operating Office, resigned from his position. On February 5, 2009, Mr. Pinchas Althaus, former Chief Executive Officer, resigned from his position but continued to serve as a Director and Chairman of the Board. On the same day, the Company’s Board of Directors appointed Mr. Manuel Paredes, as the Company’s new Chief Executive Officer. On February 6, 2009, Mr. Bruce Minsky, a member of the Company’s board, voluntarily resigned. On March 20, 2009, Mr. Paredes resigned from his post and 833,000 shares of the Company’s common stock received by Mr. Paredes on February 5, 2009, were returned to the Company for cancellation. Contemporaneously, Mr. Althaus resumed the position of CEO. On April 14, 2009, Mr. Daniel Ayalon , a member of the Company’s Board, voluntarily resigned.38

~~Going Concern~~None of the following parties has, during the year 2015 and 2014 and through the date hereof, 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, other than as noted in this section:

~~The report~~● ofAny our independent auditors in our December 31, 2008, financial statements includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses from operations and an accumulated deficit of ~~$17.8 million at December 31, 2008. Our ability to continue as a going concern will be determined by~~ our ~~ability~~directors ~~to raise adequate funds and conduct one~~ or ~~more successful exploration programs. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~officers,

43● Any person proposed as a nominee for election as a director,

~~Critical Accounting~~● ~~Policies~~Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock,

~~The preparation~~● ofAny ~~financial statements in conformity with accounting principles generally accepted in the United States~~ of America requires management to make a wide variety of estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgments become even more subjective and complex. We have identified certain accounting policies that are most important to the portrayal of our ~~current~~ ~~financial condition and results of operations. Our significant accounting policies are disclosed in Note 1 to the consolidated financial statements~~promoters, and ~~several of those critical accounting policies are as follows:~~

~~Use~~● Any relative or spouse of ~~Estimates~~ any of the foregoing persons who share the same house as such person.

~~The preparation~~ITEM of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures14. ~~The~~ ~~significant~~PRINCIPAL ~~estimates~~ACCOUNTANT ~~made~~FEES inAND the preparation of the Company’s consolidated financial statements relate to the fair value of warrants and stock issued for services as well as various accruals, and long term investment. Accordingly, actual results could materially differ from these estimates upon which the carrying values were based.SERVICES

~~Fair Value~~Audit ~~of Financial Instruments~~Fees

On January 1, 2008, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 157 (“SFAS 157”), Fair Value Measurements. SFAS 157 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The ~~carrying~~ ~~amounts~~following ~~reported~~table insets ~~the~~forth ~~accompanying consolidated balance sheets for current assets and current liabilities qualify as financial instruments are a reasonable estimate of fair value because of~~ the ~~short~~aggregate ~~period~~fees ofbilled time between the origination of such instruments and their expected realization and the current market rates of interest. The three levels of valuation hierarchy are defined as follows: (i) Level 1 inputs to the ~~valuation methodology~~Company ~~are~~by ~~quoted~~its ~~prices~~independent ~~(unadjusted)~~registered ~~for~~public ~~identical~~accounting ~~assets or liabilities in active markets; (ii) Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets~~firm, ~~and~~Heaton ~~inputs that~~& ~~are observable for the assets or liabilities~~Company, ~~either directly or indirectly~~LLC, for ~~substantially~~ the ~~full~~fiscal ~~term~~years of2015 ~~the financial instruments;~~ and ~~(iii)~~ ~~Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement. As of December 31~~2014, ~~2008 and 2007, the Company invested $7,577,385 and $2,720,279,~~ respectively ~~to Cuprum Resources Corp~~. (“Cuprum”). Since there is no quoted or observable market price for the fair value of similar investments in long term joint ventures, the Company then used the level 3 inputs for its valuation methodology. The determination of the fair value was based on the cost of the capital contributed to the investment. The Company did not identify any other assets or liabilities that are required to be presented on the consolidated balance sheet at fair value in accordance with SFAS 157.


ACCOUNTING FEES AND SERVICES	2015		2014

Audit fees	$	10,000	$	10,000
Audit-related fees		-		-
Tax fees	$	-	$	-
All other fees		-		-
Total	$	10,000	$	10,000

~~Stock-Based Compensation~~The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents.

The ~~Company~~ ~~records~~category ~~stock~~of “Audit-~~based~~related ~~compensation in accordance with SFAS No. 123(R) (“SFAS 123R~~fees”), includes ~~Share-Based Payment. SFAS 123R requires companies to measure compensation cost for stock-based~~ employee ~~compensation~~benefit atplan ~~fair value at the grant date and recognize the expense over the employee’s requisite service period. Under SFAS 123R~~audits, ~~the Company’s~~internal ~~volatility~~control isreviews ~~based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns~~ and ~~employee post-vesting~~accounting ~~termination behavior~~consultation. ~~The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.~~

~~The Company~~All ~~uses~~above ~~the~~audit ~~Black-Scholes~~services ~~option~~and audit-~~pricing~~related ~~model~~services ~~which~~were ~~was developed for use in estimating the fair value of options. Option~~pre-~~pricing~~approved ~~models~~by ~~require~~ the ~~input of~~Board ~~highly complex and subjective variables including the expected life~~ of ~~options~~ ~~granted~~Directors, ~~and~~which ~~the~~concluded ~~Company’s~~that ~~expected stock price volatility over a period equal to or greater than~~ the ~~expected~~provision ~~life~~ of ~~the~~such ~~options.~~services ~~Because~~by ~~changes~~Heaton ~~in the~~& ~~subjective assumptions can materially affect the estimated value of the~~ Company~~’s employee stock options~~, itLLC iswas ~~management’s~~compatible ~~opinion~~with ~~that~~ the ~~Black-Scholes~~ ~~option-pricing~~maintenance ~~model may not provide an accurate measure~~ of the ~~fair~~ ~~value of the Company~~firm’s ~~employee~~independence ~~stock~~in ~~options. Although~~ the ~~fair~~conduct ~~value~~ of ~~employee~~ ~~stock~~its ~~options is determined in accordance with SFAS 123R using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction~~audits.

Further, for stock, options, and warrants issued to service providers and founders, the Company follows SFAS 123R and Emerging Issues Task Force (“EITF”) 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, which requires recording the options and warrants at the fair value of the service provided and expensing over the related service periods.39

~~Foreign Currency~~ITEM ~~Translation~~15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

~~The reporting~~(a) ~~currency~~Financial of the Company is the US dollar. Zhaoyuan Co. and Tianjin Empire use the RMB as their functional currency. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period, and equity is translated at the historical exchange rates.Statements

~~Recently Issued~~The ~~Accounting~~following ~~Pronouncements~~are filed as part of this report:

~~In December~~Financial 2007, the FASB issued SFAS 141R, Business Combinations, which replaced SFAS 141. SFAS 141R retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting as well as requiring the expensing of acquisition-related costs as incurred. Furthermore, SFAS 141R provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company is evaluating the impact, if any, that the adoption of this statement will have on its consolidated results of operations or consolidated financial position.Statements

45The consolidated financial statements of Dominion Minerals Corp. and the Report of Independent Registered Public Accounting Firm are presented in this Report.

~~In December~~(b) 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51. SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It is intended to eliminate the diversity in practice regarding the accounting for transactions between equity and noncontrolling interests by requiring that they be treated as equity transactions. Further, it requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. SFAS 160 also establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated, requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary, among others. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008, with early adoption permitted, and it is to be applied prospectively. SFAS 160 is to be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements, which must be applied retrospectively for all periods presented. The Company has not yet evaluated the impact that SFAS 160 will have on its consolidated financial position or consolidated results of operations.Exhibits

In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board (“PCAOB”) amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company does not expect the adoption of SFAS 162 will have a material impact on its consolidated results of operations or consolidated financial position.


Exhibit No.	Description of Exhibits
3.1	Amended and Restated Certificate of Incorporation with Amendments through May 31, 2007 (1)

3.1a	Certificate of Ownership, Merger and Name Change (4)

3.2	Company's Bylaws (1)

4.1	2007 Stock Incentive Plan (6)

4.2	Qualified Stock Option Agreement to the 2007 Stock Incentive Plan (6)

10.1	Merger Agreement by and among Empire Minerals Corp., a Delaware corporation, Xacord Acquisitions Sub Corp., a Nevada corporation and Empire Gold Corp., a Nevada corporation dated February 20, 2007 (1)

10.2	Joint Venture Contract by and between Diying (Tianjin) Mining Science and Technology Development Co., Ltd., organized under the laws of the Peoples Republic of China and Empire Gold Corp., a Nevada corporation dated November 21, 2006. (1)

10.2a	Amendment to Joint Venture Contract for Tianjin dated July 3, 2007. (2)

10.2b	Second Amendment to Joint Venture Contract for Tianjin dated September 5, 2007. (3)

10.2c	Amendment dated November 5, 2007 to Joint Venture Contract for Tianjin. (3)

10.3	Cooperation Company Contract between Dongxing Gold Minerals Co., Ltd., organized under the laws of the People's Republic of China and Empire Gold Corp., a Nevada corporation dated March 31, 2006. (1)

10.4	Exploration and Development Agreement between and among Cuprum Resources Corp., a Panamanian corporation, Bellhaven Copper & Gold, Inc., a British Columbia corporation and Empire Minerals Corp., a Delaware corporation dated March 6, 2007. (1)

10.5	Restricted Equity Purchase Agreement (1)

10.6	Stock Repurchase Agreement (1)

In May 2008, the FASB issued SFAS 163, Accounting for Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No. 60. The scope of SFAS 163 is limited to financial guarantee insurance (and reinsurance) contracts, as described in SFAS 163, issued by enterprises included within the scope of SFAS 60. Accordingly, SFAS 163 does not apply to financial guarantee contracts issued by enterprises excluded from the scope of SFAS No. 60 or to some insurance contracts that seem similar to financial guarantee insurance contracts issued by insurance enterprises (such as mortgage guaranty insurance or credit insurance on trade receivables). SFAS 163 also does not apply to financial guarantee insurance contracts that are derivative instruments included within the scope of SFAS 133, Accounting for Derivative Instruments and Hedging Activities. The Company does not expect the application of SFAS 163 will have a material impact on the Company’s consolidated financial statements.40



10.7	Convertible Promissory Note dated June 25, 2007. (2)

10.7a	Amendment to June 25, 2007 Convertible Promissory Note. (3)

10.8	Convertible Promissory Note dated June 26, 2007. (2)

10.9	Convertible Promissory Note dated July 2, 2007. (2)

10.10	Subscription Agreement – Goldberg. (2)

10.11	Form of Subscription Agreement. (2)

10.12	Special Warrant Documents. (2)

10.13	Advisory Agreement between Saddle River Associates, Inc. and Empire Gold Corp. (2)

10.14	Acquisition Agreement between Saddle River Associates, Inc. and Empire Gold Corp. (2)

10.15	Consulting Agreement between Empire Gold Corp. and Silver Global S.A. (2)

10.16	Loan Agreement between Dominion Minerals Corp. and Balstone Investments, Ltd. dated March 10, 2008. (5)

10.17	Indemnification Letter dated March 11, 2008 between Dominion Minerals Corp. and Pinchas Althaus. (5)

14.1	Code of Business Conduct and Ethics (5)

14.2	Policy Statement of Dominion Minerals Corp. - Protection of Material, Nonpublic and Other Confidential Information and Prevention of Insider Trading and Tipping (5)

21.1	Subsidiaries (5)

31.1	Officers Certifications under Section 302 of the Sarbanes-Oxley Act of 2002*

31.2	Officers Certifications under Section 302 of the Sarbanes-Oxley Act of 2002*

32.1	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.*

On May 9, 2008, the FASB issued FASB Staff Position No. APB 14-1 ("FSP APB 14-1"), Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact that FSP APB 14-1 will have on its consolidated results of operations or consolidated financial position._____________________

In June 2008, the FASB issued Emerging Issues Task Force (“EITF”) Issue 07-5 (“EITF No. 07-5”) Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock. EITF No. 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS No. 133, Accounting for Derivatives and Hedging Activities, specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF No.07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS No. 133 paragraph 11(a) scope exception. Management is currently evaluating the impact of adoption of EITF No. 07-5 on the accounting for the warrants transactions.*

InFiled ~~June 2008, FASB issued EITF Issue No~~herewith. 08-4 (“EITF No. 08-4”), Transition Guidance for Conforming Changes to Issue No. 98-5. The objective of EITF No.08-4 is to provide transition guidance for conforming changes made to EITF No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, that result from EITF No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, and SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Issue is effective for financial statements issued for fiscal years ending after December 15, 2008. Early application is permitted. The Company’s management is currently evaluating the impact of adoption of EITF No. 07-5 on the accounting for the warrants transactions.

~~In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1~~ (~~“FSP EITF 03-6-~~1”), Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. FSP EITF 03-6-1 indicates that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the requirements of FSP EITF 03-6-1 and the impact that its adoption will have on the consolidated results of operations or consolidated financial position.

47Incorporated by reference to the Company’s Registration Statement on Form 10-SB filed with the Commission on June 22, 2007.

On October 10, 2008, the FASB issued FSP 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, which clarifies the application of SFAS 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. FSP 157-3 became effective on October 10, 2008, and its adoption did not have a material impact on the Company’s consolidated financial position or consolidated results of operations.(2)

~~Expenses for~~Incorporated ~~the~~by ~~Year~~reference ~~ending~~to ~~December~~the ~~31,~~Company’s ~~2008~~Amendment vsNo. ~~December~~ 311 to the Registration Statement on Form 10-SB filed with the Commission on October 1, 2007.

~~The following table presents our consolidated statements operations, as a percentage of loss, for the periods indicated.~~(3)

	For the year ended						For the year ended
	December 31, 2008						December 31, 2007
REVENUE		-		Nil				-		Nil
EXPENSES
Research & development	$	139,206			1.81	%	$	381,662			4.79	%
Consulting fees		1,362,820			17.72	%		3,000,872			37.67	%
Professional fees		349,968			4.55	%		497,812			6.25	%
Other employee compensation		1,276,995			16.61	%		604,369			7.59	%
Directors compensation		2,397,603			31.18	%		-		Nil
General & administrative		1,241,765			16.15	%		1,213,514			15.23	%
Loss from expected services not received		-		Nil				2,205,492			27.69	%
Liquidated damage expense		331,650			4.31	%		-		Nil
TOTAL EXPENSES	$	7,100,007			92.33	%	$	7,903,721			99.22	%
Other expense (income)		610,545			7.94	%		90,135			1.13	%
LOSS BEFORE INCOME TAXES		7,710,552			100.27	%		7,993,856			100.35	%
Income tax benefit (expense)		-		Nil
Other comprehensive loss (income)		(21,235	)		-0.27	%		(27,817	)		-0.35	%
COMPREHENSIVE LOSS	$	7,689,317			100.00	%	$	7,966,039			100.00	%

Incorporated by reference to the Company’s Amendment No. 2 to the Registration Statement on Form 10-SB filed with the Commission on November 20, 2007.

Research and development costs decreased by $242,456, or 64%, to $139,206 for the year ended December 31, 2008 as compared to $381,662 for the year ended December 31, 2007. The principal reason for this decrease was due to decreased exploration activity, primarily the Dongxing joint venture.(4)

~~Consulting fees~~Incorporated ~~decreased~~ by ~~$1,638,052,~~reference ~~or 55%,~~ to ~~$1,362,820 for~~ the ~~year~~Company’s ~~ended~~Current ~~December 31,~~Report ~~2008~~on asForm ~~compared~~8-K tofiled ~~$3,000,872~~with ~~for~~ the ~~year~~Commission ~~ended~~on ~~December~~November 3127, 2007. The principal reason for this decrease was due to referral fees paid in 2007, not being incurred in 2008. In addition, during the year ended December 31, 2007, we incurred consulting costs pursuant to the signing of the Exploration and Development Agreement entered into by us and Bellhaven.

48(5)

~~For~~Incorporated ~~the year~~by ~~ended~~reference ~~December 31, 2008, professional fees decreased $147,844 or 34%,~~ to ~~$349,968~~ ~~as compared to $497,812 for~~ the ~~year~~Company’s ~~ended~~Current ~~December~~Report ~~31,~~on 2007. This decrease for the year period is due to accounting and legal fees related to the issuance of 2007 first quarter financial statements, audited financial statements for the period ending December 31, 2007, and the filing of our Form 108-SBK ~~during~~filed with the ~~year~~Commission ~~ended~~on ~~December~~March 3114, ~~2007~~2008.

For the year ended December 31, 2008, other employee compensation expense totaled $1,276,995 as compared to $604,369 for the year ended December 31, 2007. This increase of $672,626 is due to the grants of stock options under the 2007 Employee Incentive Plan and shares of common stock, to our management, directors and an employee.(6)

~~For~~Incorporated ~~the year~~by ~~ended~~reference ~~December~~to ~~31,~~the ~~2008, director~~Company’s ~~compensation~~Current ~~expense~~Report ~~totaled~~on ~~$2,397,603 as~~Form ~~compared~~8-K tofiled $0with ~~for~~ the ~~year~~Commission ~~ended~~on ~~December~~May 3120, ~~2007~~2008. This increase of $2,397,603 is due to the issuance of shares, stock options and cash payments to the directors of the company for past services. The shares were issued at a value of $0.50 per share.

For the year ended December 31, 2008, liquidated damage expense totaled $331,650 as compared to $0 for the year ended December 31, 2007. This increase of $331,650 is due to the penalties incurred pursuant to the Special Warrants issued and the penalties incurred pursuant to the registration rights clause in the Exploration and Development Agreement entered into by Bellhaven and us.41

~~Liquidity and Capital Resources~~SIGNATURES

~~Cash and~~Pursuant ~~Working~~to ~~Capital~~the requirements of Section 13 or 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.

We had an increase in working capital of $2,656,641 as of December 31, 2008 compared to December 31, 2007. This was due to an increase in current assets of $2,687,718 and an increase in current liabilities of $31,077 for the year ended December 31, 2008. We had an accumulated deficit of $17,828,080 from the date we exited bankruptcy proceedings in October 2004 to December 31, 2008. We have no contingencies or long-term obligations. However, in 2008, we did incur a short-term loan at our Dongxing venture in the amount of $76,000.


	DOMINION MINERALS CORP.

Dated: June 14, 2016	By:	/s/ *Pinchas Althaus*
		Pinchas Althaus Chief Executive Officer
Dated: June 14, 2016	By:	/s/ *Diego E. Roca*
		Diego E. Roca Chief Financial Officer

WePursuant ~~had~~to ~~a cash~~the ~~balance~~requirements of ~~$3,607,590~~Section ~~and~~13 ~~$878,116~~or on15(d) ~~December~~of ~~31,~~the ~~2008~~Securities ~~and~~Exchange ~~December~~Act 31of 1934, ~~2007,~~ ~~respectively. For~~this ~~the~~Report ~~year~~has ~~ended~~been ~~December~~signed ~~31,~~below ~~2008,~~by wethe ~~had~~following apersons ~~net increase~~on inbehalf ~~cash~~ of ~~$2,729,474. For~~ the ~~year~~Registrant ~~ended~~and ~~December~~in ~~31, 2007,~~the wecapacities ~~had~~and aon ~~net~~the ~~decrease~~dates ~~in cash of $155,783~~indicated.


Dated: June 14, 2016	By:	/s/ *Pinchas Althaus*
		Pinchas Althaus Director
Dated: June 14, 2016	By:	/s/ *Diego E. Roca*
		Diego E. Roca Director
Dated: June 14, 2016	By:	/s/ *Chaim Lebovits*
		Chaim Lebovits Director
Dated: June 14, 2016	By:	/s/ *Chaim Schiff*
		Chaim Schiff Director

On January 22, 2008, we received $350,000 from the issuance of a Convertible Promissory Note (“Note”). The Note was payable in 30 days and had interest at a rate of 6% annum. We also incurred additional fees associated with the Note in the amount of $33,000. The holder had the option to convert the principal amount for shares of our common stock at a rate of $1.00 per share. On February 22, 2008, we executed an Amendment to the Note (“Amendment”). Pursuant to the Amendment, the maturity date was extended to May 31, 2008 (“Amended Maturity Date”), bearing interest at a rate of 6% annum. On April 25, 2008, we executed Amendment No. 2 to the Note (“Amendment 2”). Pursuant to Amendment 2, the maturity date was extended to July 31, 2008 (“Amended Maturity Date 2”), bearing interest at a rate of 6% annum. We also incurred additional fees associated with Amendment 2 in the amount 250,000 shares of our common stock. On July 22, 2008, we repaid the full principal amount of the Note.42

On March 10, 2008, we received $1,650,000 pursuant to a Loan Agreement with Balstone Investments Ltd. The loan had interest at a rate of 3-monthly LIBOR plus 1% and was payable in full on September 11, 2008. As security for the prompt and complete payment of the loan, a personal guarantee was granted by our Chief Executive Officer which included a share charge over his entire shareholdings in the Company. On July 28, 2008, we repaid the full amount of the loan including interest.

On July 14, 2008 we received $8,523,200 which represented the first tranche of proceeds pursuant to a private placement entered into by us on July 10, 2008, in the form of a binding Term Sheet for 21,840,000 units in the aggregate consisting of 21,840,000 shares of common stock (the “Common Stock”) of the Company, warrants to purchase up to 10,920,000 shares of Common Stock at an exercise price of $0.46 per share and warrants to purchase up to 3,283,000 shares of Common Stock at an exercise price of $0.50 per share to certain accredited investors and to non-US persons for total gross proceeds to the Company of $10,046,400. The second tranche of proceeds in the amount of $1,523,500 was received in full, on October 3, 2008.

Internal and External Sources of Liquidity

Over the next 12 months period, we plan to fund our operations through the sale of common stock, common stock with warrants, convertible debt, or conventional debt.

Contractual Obligations

We have no commitments for capital expenditures.

We do not engage in hedging transactions and we have no hedged mineral resources.

We were, and are, committed to making certain exploration work expenditures and option payments pursuant to the Tianjin joint venture agreement signed at December 31, 2007, over the forthcoming 12 months period:

TIGMR Project:

· Joint Venture Contribution (Installment 3) due subsequent to transfer of the licenses by TIGMR; we are currently negotiating an amendment to the Joint Venture agreement with our Joint Venture Partner in order to obtain an extension for the payment of our Joint Venture contribution.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements. We do not engage in hedging transactions and we have no hedged resources.

Item 7A. Quantitative and Qualitive Disclosures About Market Risk.

Not applicable to smaller reporting company.

Item 8. Financial Statements and Supplementary Data.

Our consolidated financial statements appear beginning at page F-1.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial

Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

The management of the Company is responsible for establishing and maintaining adequate internal controls over financial reporting, as required by Sarbanes-Oxley (“SOX”) Section 404 A. The Company’s internal controls over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).

As of December 31, 2008, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were ineffective in detecting inappropriate application of U.S. GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that could have been considered to be material weaknesses.

The matters involving internal controls and procedures that the Company’s management identified as material weaknesses under COSO and SEC rules were: (1) inadequate segregation of duties consistent with control objectives; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer (who is also its Executive Vice President, Corporate Secretary and Treasurer) in connection with the preparation of our financial statements as of December 31, 2008, and communicated the matters to our Board of Directors.

Management believes that the material weaknesses set forth above did not have an effect on the Company's financial results. However, management believes that the lack of a well functioning audit committee may have resulted in ineffective oversight in the establishment and monitoring of certain internal controls and procedures, which could impact the Company's financial statements in future years.

We are committed to improving our financial controls. As part of this commitment, we plan to create a position to segregate duties consistent with control objectives and plan to increase our personnel resources and technical accounting expertise within the accounting function when funds become available to the Company: i) Appointing members of our Board of Directors to the audit committee of the Company resulting in a fully functioning audit committee who would undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements.

Management believes that the appointment of directors, to a fully functioning audit committee, would remedy the lack of a functioning audit committee. In addition, management believes that preparing and implementing sufficient written policies would remedy the following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of U.S. GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that when funds become available the hiring of additional personnel who have the technical expertise and knowledge would result in proper segregation of duties and provide more checks and balances. Additional personnel would also provide the cross training needed to support the Company if personnel turn over occurs. This coupled with the appointment of additional outside directors would greatly decrease any control and procedure issues the company might encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds permit.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth information regarding the directors and executive officers of the Company.

Name	Age	Position
Pinchas Althaus	34	Chairman of the Board, Chief Executive Officer and Director
Chaim Lebovits	38	President and Director
Diego Roca	41	Executive Vice-President, Chief Financial Officer, Treasurer and Director
Grant Ewing	47	Director
Daniel Ayalon	53	Director

Pinchas Althaus has served as a director and as the President of the Nevada Subsidiary since March 2006. He has been a director and President of the Company since February 2007. From October 2004 to April 2006, he was employed as the Chief Operating Officer for Golden River Resources, a mining and mineral exploration company of Melbourne, Australia. From February 2004 to October 2004, he was employed as the Director of Business Development for Golden River Resources. From February 2003 to December 2003, he served as the Director of Business Development for Tahera Diamond Corporation of Toronto, Canada. From February 2000 to February 2003, he was the Director for Business Development for Ambient Corp. Mr. Althaus attended the Rabbinical College of Israel from which he received Rabbinical Certification in 1994.

Chaim Lebovits has served as the Company’s President and a director since July 30, 2008. For close to a decade, Mr. Lebovits has been in the business of mining and natural resource management in Africa. In December 2005, Mr. Lebovits, founded ACC Holdings International. ACC Holdings is a holding company which controls three subsidiaries: (i) C&L Natural Resources; (ii) ACC Resources; and (iii ) ACCBT Corp. C&L Natural Resources is an oil exploration company in West Africa and is the operator for an oil and gas field offshore Abidjan, Ivory Coast. ACC Resources holds 12 permits for gold exploration in Burkina Faso. ACCBT invests in new and emerging biotechnology companies. In July 2007, Mr. Lebovits was appointed the President of BrainStorm Cell Therapeutics, Inc. (BCLI.OB) ACCBT is the majority shareholder of Brainstorm and has the right to nominate a certain percentage of the members of the Board of Directors of BrainStorm Cell Therapeutics.

Diego E. Roca served as a director and the Chief Financial Officer, Executive Vice President and Treasurer of the Nevada Subsidiary from May 2006 on a part-time basis. In March 2007, he assumed these positions on a full time basis for the Company and the Nevada Subsidiary. He has over 15 years of experience in financial management, operations, public (SEC) filings, cash management and internal controls including 9 years ending in 2004 with Digitec 2000, Inc. There he began as Digitec's Controller, progressing to Chief Operating Officer and Senior Vice President and Chief Financial Officer. From November 2004 until February 2007, Mr. Roca served as a consultant to various companies, including working with Empire Minerals on a part-time basis. He was the Chief Executive Officer and a Director of Trimax Corp. for the month of July 2004. Mr. Roca received a Bachelor of Science degree in Accounting from Queens College in 1992.

Daniel Ayalon has served as a director of the Company since July 30, 2008. Mr. Ayalon served as Israel’s Ambassador to the United States from July 2002 to November 2006. He is currently President of Hod Ayalon Ltd., a private investment consulting firm, Senior International Consultant at Gravitas International Consultants, an international consulting firm to foreign governments and Vice Chairman of Israel-America Chamber of Commerce, a member of the board of the America-Israel Friendship League and Co-Chairman of Nefesh B'nefesh.

Grant Ewing has served as a director of the Company since December 4, 2007. Mr. Ewing's mining career spans over 20 years. He has been the Chief Executive Officer of Staccato Gold Resources Ltd. since November 2007. During 2007, he served as President and Chief Operating Officer of Linear Metals Corporation. Mr. Ewing served as Executive Vice President of Corporate Development for Tahera Diamond Corporation from 2003 to 2007, and as Vice President-Investor Relations and Corporate Development and Corporate Secretary from 1998 to 2002.

There are no family relationships between any of the directors, officers or significant employees.

Information with respect to failures of directors, officers and/or beneficial owners of more than ten percent of any class of equity securities of the Company to timely file reports on Form 3 required by Section 16(a) of the Exchange Act is as follows:

Name	Date of Event Requiring Filing of Form 3	Required Filing Date of Form 3	Date Form 3 Filed with SEC
Chaim Lebovits	July 30, 2008(1)	August 11, 2008	Not Filed
Daniel Ayalon	July 30, 2008(1)	August 11, 2008	Not Filed
Reytalon, Ltd.	July 10, 2008	August 21, 2008	Not Filed(2)
ACC Holdings International Ltd.(3)	July 10, 2008	August 21, 2008	Not Filed

(1) Date of appointment as an officer and/or a Director of the Company.

(2) Form 5 for the Company’s fiscal year ended December 31, 2008, which was due to be filed on February 14, 2009, was filed to report Form 3 transactions on February 25, 2009.

Information with respect to failures of directors, officers and/or beneficial owners of more than ten percent of any class of equity securities of the Company to timely file reports on Form 4 required by Section 16(a) of the Exchange Act is as follows:

Name	Date of Event Requiring Filing of Form 4	Required Filing Date of Form 4	Date Form 4 Filed with SEC
Pinchas Althaus	July 10, 2008(1)	July 14, 2008	February 25, 2009
Pinchas Althaus	February 5, 2009(2)	February 9, 2009	February 25, 2009
Chaim Lebovits	February 5, 2009(2)	February 9, 2009	Not Filed
Diego Roca	February 5, 2009(2)	February 9, 2009	February 25, 2009
Grant Ewing	February 5, 2009(2)	February 9, 2009	April 13, 2009
Daniel Ayalon	February 5, 2009(2)	February 9, 2009	Not Filed

(1) Date of issuance of shares of the Company’s Series A Preferred Stock.

(2) Date of issuance of shares of the Company’s Common Stock.

The Company has adopted a Code of Business Conduct and Ethics which applies to all directors, officers and employees. This Code provides, among other things, for written standards designed to deter wrongdoing and to promote: (i) honest and ethical conduct; (ii) full, complete, timely and understandable disclosure in all reports filed or submitted to the Securities and Exchange Commission and other Company public communications; (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of violations of the ethics code; and (v) accountability for adherence to the ethics code. A copy of the Code of Business Conduct and Ethics is filed with this annual report as an exhibit.

The Company has also adopted a “Policy Statement for the Protection of Material, Non-Public and Other Confidential Information and Prevention of Insider Trading and Tipping.” A copy of this Policy Statement is filed with this annual report as an exhibit.

The Company has not adopted any specified procedures by which the security holders of the Company may recommend nominees to the Company’s Board of Directors.

The Company has not established a separately-designated standing audit committee. The entire Board of Directors acts as the Company’s audit committee.

The Company’s Board of Directors has determined that Diego Roca, the Company’s Chief Financial Officer and a director, is qualified as an audit committee financial expert. However, as Mr. Roca is also a full-time employee of the Company, he is not deemed to be an independent director.

Messrs. Grant Ewing and Daniel Ayalon are not employees, officers or controlling shareholders of the Company and are considered as independent directors.

Item 11. Executive Compensation.

The following Summary Compensation Table sets forth the compensation of the names executive officers of the Company for each of the two fiscal years ended December 31, 2007 and 2008, which was paid by the Company or its Nevada Subsidiary.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)
Pinchas Althaus	2007		175,000		-		750,000		522,825		-
Chief Executive Officer	2008		150,000		-		1,000,000		-		172,452
Chaim Lebovits	2008		30,000		-		-		-		-
President
Diego Roca	2007		130,308		-		-		412,751		-
Chief Financial Officer	2008		160,000		-		875,000		-		39,000
Craig Alford(1)	2007		95,385		-		-		330,205		-
Vice President	2008		-		-		-		-		-
James Gorman(3) Chief Operating Officer	2008		116,667		-		306,667		-		-
Bruce W. Minsky(2)	2007		-		-				110,069		9,775
Secretary	2008		-		-		250,000		-		17,500

(1) Served as Vice President of Exploration from February 2007 to January 2008.

(2) Resigned from positions of Senior Vice President, Secretary and General Counsel on March 10, 2008. Resigned from the Board of Directors on February 5, 2009.

(3) Served as Chief Operating Officer from May 2008 to January 2009.

In addition to the cash remuneration paid to Mr. Pinchas Althuas, on February 19, 2007, the Nevada Subsidiary issued to him 1,500,000 shares of its common stock as a bonus for his services to the Nevada Subsidiary during 2006 and as incentive compensation for future services. On April 12, 2008, the Company issued him 2,000,000 shares of its common stock as a bonus for his services to the Company during 2007.

In addition to the cash remuneration paid to Mr. Diego Roca, on April 12, 2008, the Company issued to him 1,750,000 shares of its common stock as a bonus for his services to the Company during 2007.

The following table sets out information as to securities underling outstanding exercisable options for each named executive officer of the Company as of December 31, 2008.

Name	Number of Shares Underlying Options (#) Exercisable		Option Exercise Price ($)		Option Expiration Date
Pinchas Althaus		1,900,000		0.50	2/22/13
Diego Roca		1,500,000		0.50	2/22/13

The following table sets forth information as to the compensation paid to the directors of the Company (except for Messrs. Althaus, Lebovits, Roca and Minsky whose compensation is included in the table for executive officers above) during the fiscal year ended December 31, 2008.

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards (#)		All Other Compensation
Grant Ewing	$	12,000	$	265,000		51,585		N/A
Daniel Ayalon	$	12,000	$	115,000		68,270		N/A

On November 25, 2007, the Company issued stock options to five individuals (four of whom were then officers and/or directors of the Company) to purchase up to a total of 5,400,000 shares of its common stock. These options are for a five year term commencing February 23, 2008, have an exercise price of $0.50 per share and have cashless exercise provisions. Information as to these options is as follows:

Optionee	Number of Shares		Valuation (1)
Pinchas Althaus		1,900,000	$	522,825
Diego Roca		1,500,000	$	412,757
Craig Alford		1,200,000	$	330,205
Bruce Minsky		400,000	$	110,069
Alan Mulaire		400,000	$	110,069

(1) Valuation under the Black-Scholes method.

On January 26, 2008, the Company issued stock options to Grant Ewing, a director of the Company, to purchase up to a total of 200,000 shares of its common stock. These options are for a five year term commencing April 25, 2008, have an exercise price of $0.50 per share and have cashless exercise provisions. The value of the options under the Black-Scholes method is $51,585.

On February 5, 2009, the Company authorized the issuance of a total of 5,750,000 shares of its common stock to its five directors as set out below. These shares were issued as bonus and incentive compensation for services rendered.

Share Recipient	Number of Shares		Valuation
Pinchas Althaus		2,250,000	$	1,035,000
Chaim Lebovits		1,500,000	$	690,000
Diego Roca		1,500,000	$	690,000
Grant Ewing		250,000	$	115,000
Danny Ayalonn		250,000	$	115,000

On July 30, 2008, Daniel Ayalon was elected to the Board of Directors. He was then issued a vested option to purchase up to 250,000 shares of common stock at an exercise price of $0.53 per share. The options expire on July 29, 2013 and have cashless exercise provisions.

The Company presently has employment agreements with two of its executive officers, namely Pinchas Althaus – Chairman of the Board and Chief Executive Officer; and Diego Roca – Executive Vice President and Chief Financial Officer.

The material terms of the employment agreement with Mr. Althaus are:

· Mr. Althaus is employed on a full-time basis for a term of five years commencing December 1, 2007;

· Mr. Althaus is to supervise the Company’s operations and report to the Company’s Board of Directors;

· Mr. Althaus is to be paid a base salary as follows: (i) for the year ended November 30, 2008 – $250,000; (ii) for the year ended November 30, 2009 – $225,000; (iii) for the year ended November 30, 2010 – $300,000; for the year ended November 30, 2011 – $325,000; and (iv) for the year ended November 30, 2012 – $350,000;

· Mr. Althaus may be paid a performance bonus each year as determined by the Board of Directors;

· Mr. Althaus is entitled to the benefits generally available to the Company’s executives;

· Mr. Althaus is entitled to receive additional amounts necessary to pay any special defined “Excise Taxes” upon payments made to him imposed by the U.S. Internal Revenue Code;

· The Company may terminate the employment of Mr. Althaus at any time, with or without cause. In the event of termination:

(a) By the death of Mr. Althaus, the Company will pay his beneficiary or estate his then monthly salary for 18 months;

(b) By the defined disability of Mr. Althaus, the Company will pay him his then monthly salary for six months;

(d) If the employment terminates as a result of an “involuntary termination” as defined in the agreement, Mr. Althaus is entitled to be paid within 30 days; (i) his base salary for the remainder of the term of the agreement; and (ii) an additional $10,000,000; and

· If the Company does not renew his employment at the end of the agreement term for an additional five years on substantially similar terms, Mr. Althaus shall be entitled to payments of his then monthly salary for 24 months.

The material terms of the employment agreement with Mr. Roca are:

· Mr. Roca is employed on a full-time basis for a term of three years commending December 1, 2007.

· Mr. Roca is employed as the Company’s Executive Vice President and Chief Financial Officer;

· Mr. Roca is to be paid a base annual salary as follows: (i) for the period from December 1, 2007 through June 30, 2008 - $145,000; (ii) from July 1, 2008 through April 30, 2009 - $175,000; and (iii) from May 1, 2009 through November 30, 2010 - $225,000;

· Mr. Roca may be paid a performance bonus each year as determined by the Board of Directors;

· Mr. Roca is entitled to the benefits generally available to the Company’s executives;

· Mr. Roca is entitled to receive additional amounts necessary to pay any special defined “Excise Taxes” upon payments made to him imposed by the U.S. Internal Revenue Code;

· The Company may terminate the employment of Mr. Roca, at any time, with or without cause. In the event of termination

(a) By the death of Mr. Roca, the Company will pay his beneficiary or estate his then monthly salary for 18 months;

(b) By the defined disability of Mr. Roca, the Company will pay him his then monthly salary for twelve months;

(d) If the employment terminates as a result of an “involuntary termination” as defined in the agreement, Mr. Roca is entitled to be paid within 30 days; (i) his base salary for the remainder of the term of the agreement; and (ii) an additional $1,000,000; and

· If the Company does not renew his employment at the end of the agreement term for an additional three years on substantially similar terms, Mr. Roca shall be entitled to payments of his then monthly salary for 18 months.

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

The following table sets forth information with respect to the persons known to the Company to be the beneficial owners of more than 5% of any class of the Company’s voting securities:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Series A	Pinchas Althaus	100 shares		(2)		50	%
Preferred Stock	410 Park Avenue, 15th Floor
	New York, NY 10022
Series A	Investment Group(3)	100 Shares		(4)		50	%
Preferred Stock
Common Stock	Pinchas Althaus		10,650,000	(2)		9.81	%
	410 Park Avenue, 15th Floor
	New York, NY 10022
Common Stock	Investment Group(3)		36,043,000	(4)		33.20	%

(1) The Series A Preferred Stock consists of 200 shares which as a class has the right to vote 80% of all votes to be cast on any matter by the combined outstanding Series A Preferred Stock and Common Stock.

(2) Owned of record and beneficially.

(3) The members of the Investment Group and the percentage ownership of each member in the total holdings of the Investment Group are as follows:

(a) Reytalon Ltd., an Israeli corporation – 30%;

(b) Talromit Financial Holdings, Ltd., an Israeli corporation – 10%;

(d) Graceville, Ltd., an Israeli corporation – 20%; and

(e) ACC Holding International Ltd., a British Virgin Islands corporation – 20%.

(4) Owned of record and beneficially by each member in (3) immediately above.

The following table sets forth information as to the beneficial ownership of each class of the Company’s equity securities beneficially owned by the Company’s directors and executive officers as of April 10, 2009:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Series A	Pinchas Althaus	100 shares		(2)		50	%
Preferred Stock	410 Park Avenue, 15th Floor
	New York, NY 10022
Common Stock	Pinchas Althaus		10,650,000	(1)		9.81	%
	410 Park Avenue, 15th Floor
	New York, NY 10022
Common Stock	Chaim Lebovits		8,208,600	(2)		7.56	%
	_________________
	_________________
Common Stock	Diego Roca 410 Park Avenue, 15th Floor New York, NY 10022		5,050,000	(3)		4.65	%
Common Stock	Grant Ewing _________________ _________________		750,000	(4)		0.69	%
Common Stock	Daniel Ayalon _________________ _________________		500,000	(5)		0.46	%
Common Stock	All Officers and Directors of the Company as a Group (5 persons)		25,158,600			23.18	%

(1) Includes 1,900,000 shares underlying options to purchase.

(2) Includes shares beneficially owned through Mr. Lebovits’ ownership interests in ACC Holdings International Ltd’s ownership of the common stock of the Company. See preceding table above. Includes 2,840,600 shares underlying options to purchase.

(3) Includes 1,500,000 shares underlying options to purchase.

(4) Includes 200,000 shares underlying options to purchase.

(5) Includes 250,000 shares underlying options to purchase.

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

All of the directors of the Company, namely, Messrs. Althaus, Lebovits, Roca, Ewing and Ayalon may be deemed to be "parents" of the Company as such are defined under the Securities Exchange Act of 1934, as amended, by virtue of their positions since they have the duty under Delaware corporate law to control and direct the actions of the Company.

Information is set forth in this Item as to any transaction since January 1, 2008 to which the Company or Nevada Subsidiary was a party and in which any officer, director of the Company or any holder of more than 5% of any class of its stock had or is to have a material interest.

On July 10, 2008, the Company entered into a binding Term Sheet for a private placement of securities by the Company with five investors (hereinafter collectively or in the “Investment Group”). At the time of the execution of the Term Sheet, there was no preexisting relationship between the Company and the Investor Group.

The Investment group consists of Reytalon Ltd., a corporation organized under the laws of Israel; Talromit Financial Holdings Ltd., a corporation organized under the laws of Israel; Grantsville Investments Limited (BVI), a corporation organized under the laws of Israel; and ACC Holding International Ltd., a corporation organized under the laws of the British Virgin Islands. The Term Sheet and the other agreements to be executed thereunder, including a Securities Purchase Agreement and an Investors Rights Agreement between and among the Company, the Investors and Pinchas Althaus, the Company’s Chairman of the Board and a director, provide or will provide for:

· The Company has or will issue its securities to the Investors as follows:

(a) A total of 100 shares of the Company’s Series A Preferred Stock (“Series A”) (as set out below, these 100 shares of Series A have a super voting right entitling them to cast 40% of all votes eligible to be cast on any matter by all f the Company’s shareholders);

(b) A total of 21,840,000 shares of the Company’s common stock issued at the rate of one share for each at $0.46;

(c) “Series A Warrants” to purchase up to a total of 10,920,000 shares of the Company’s common stock at an exercise price of $0.46 per share at any time during their term which is to be determined by results from the Company’s exploration and development work on its Panamanian copper prospect; and

(d) “Series B Warrants” to purchase up to a total of 3,283,000 shares of the Company’s common stock at an exercise price of $0.50 per share during their term which is to be determined by results from the Company’s exploration and development work on its Panamanian copper prospect.

· The Company, the Investment Group and Pinchas Althaus, the Company’s Chairman, will enter into an “Investor Rights Agreement.”

· Under the Investor Rights Agreement, the Investment Group, subject to certain terms and conditions, will have the right:

(a) To have any shares of the Company’s common stock issued or issuable to the Investment Group registered for sale pursuant to a registration statement to be filed with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (“Securities Act”), to be filed by the Company, at its expense, at the request of the Investment Group; and

(b) To have any such shares of the Company’s common stock included in any registration statement filed by the Company under the Securities Act other than at the request of the Investment Group to the extent such inclusions of the Investment Group’s shares of the Company’s common stock as reasonably practicable under specific circumstances.

· The Investor’s Rights Agreement will also provide that:

(a) The Investment Group shall have the right to designate two members of the Board of Directors;

(b) The Investment Group and Pinchas Althaus shall each thereafter have the right to elect an equal number of directors to the Company’s Board of Directors and shall each agree on the identity of any additional independent directors; and

(c) The investment Group and Pinchas Althaus agree to vote all voting securities of the Company together on all matters, including on the elimination of the Company’s Series A Preferred Stock.

In addition to the securities to be issued to the Investment Group under the Term Sheet and its related agreements, the Company has issued to Mr. Pinchas Althaus, its Chairman of the Board, 100 shares of its Series A Preferred Stock for $100.00. The Company’s authorized Series A preferred stock consists of 200 shares and has relative rights, preferences, privileges and limitations as follows:

· The Series A has a super voting right in that it votes together with the common stock and any other class of stock entitled to vote with the common stock all as a single class, with each 100 shares of Series A entitled to 40% of all votes to be case on any matter;

· The Series A is not convertible and is not entitled to any dividends or any distribution in liquidation of the Company;

· The Series A is not transferable in any manner without the unanimous vote of the Company’s Board of Directors;

· Without the unanimous consent of the holders of the Series A stock, there shall not be any change made to the Rights of the Series A or to create any stock with equal or superior voting right to the Series A stockor authorize any additional shares of Series A stock; and

· Upon the occurrence of a Qualified IPO by the Company, the Series A stock shall be automatically cancelled and returned to the status of undersigned authorized but unissued preferred stock. “Qualified IPO” means the sale of common stock of the Company in an underwritten public offering or resale registration under the Securities Act of 1933 which results in the Company having a market capitalization in excess of $100,000,000, based on the average closing price of the Company’s common stock for 10 consecutive trading days.

Since the Investment Group and Pinchas Althaus will each hold 100 shares of the 200 shares of Series A to be authorized and outstanding, together they will hold 80% (40% each) of all votes to be case by the Company’s shareholders and, thus, hold absolute control of the Company. Thus, the Investment Group and Pinchas Althaus are “parents” of the Company as defined under the Securities Exchange Act of 1934.

Item 14. Principal Accounting Fees and Services.

At the Board of Directors’ meeting in February 2009, the Board of Directors approved the engagement of Moore Stephens Wurth Frazer and Torbert, LLP as our independent accountant to audit our financial statements for the fiscal year ending December 31, 2008 and our interim statements for 2009.

Our Board of Directors has unanimously approved all audit and non-audit services provided by the independent auditors. The independent accountants and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent accountants, and the fees for the services performed to date.

Audit Fees

For the fiscal years ended 2008 and 2007, the aggregate fees billed for services rendered for the audits of the annual financial statements and the review of the financial statements included in the quarterly reports on Form 10-QSB/Form 10-Q and the services provided in connection with the statutory and regulatory filings or engagements for those fiscal years and registration statements filed with the SEC was $120,000 and $100,250, respectively.

Audit-Related Fees

For the fiscal years ended December 31, 2008 and 2007, there were no fees billed for the audit or review of the financial statements that are not reported above under Audit Fees.

Tax Fees

For the fiscal years ended December 31, 2008 and 2007, the aggregate fees billed for tax services was $15,500.

All Other Fees

For the fiscal years ended December 31, 2008 and 2007 there were no fees billed for services other than services described above.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Exhibit No.		Description of Exhibits
3.1		Amended and Restated Certificate of Incorporation with Amendments through May 31, 2007 (1)
3.1a		Certificate of Ownership, Merger and Name Change (4)
3.2		Company's Bylaws (1)
4.1		2007 Stock Incentive Plan(6)
4.2		Qualified Stock Option Agreement to the 2007 Stock Incentive Plan(6)
10.1		Merger Agreement by and among Empire Minerals Corp., a Delaware corporation, Xacord Acquisitions Sub Corp., a Nevada corporation and Empire Gold Corp., a Nevada corporation dated February 20, 2007 (1)
10.2		Joint Venture Contract by and between Diying (Tianjin) Mining Science and Technology Development Co., Ltd., organized under the laws of the Peoples Republic of China and Empire Gold Corp., a Nevada corporation dated November 21, 2006. (1)
10.2a		Amendment to Joint Venture Contract for Tianjin dated July 3, 2007. (2)
10.2b		Second Amendment to Joint Venture Contract for Tianjin dated September 5, 2007. (3)
10.2c		Amendment dated November 5, 2007 to Joint Venture Contract for Tianjin. (3)
10.3		Cooperation Company Contract between Dongxing Gold Minerals Co., Ltd., organized under the laws of the People's Republic of China and Empire Gold Corp., a Nevada corporation dated March 31, 2006. (1)

10.4		Exploration and Development Agreement between and among Cuprum Resources Corp., a Panamanian corporation, Bellhaven Copper & Gold, Inc., a British Columbia corporation and Empire Minerals Corp., a Delaware corporation dated March 6, 2007. (1)
10.5		Restricted Equity Purchase Agreement (1)
10.6		Stock Repurchase Agreement (1)
10.7		Convertible Promissory Note dated June 25, 2007. (2)
10.7a		Amendment to June 25, 2007 Convertible Promissory Note. (3)
10.8		Convertible Promissory Note dated June 26, 2007. (2)
10.9		Convertible Promissory Note dated July 2, 2007. (2)
10.10		Subscription Agreement – Goldberg. (2)
10.11		Form of Subscription Agreement. (2)
10.12		Special Warrant Documents. (2)
10.13		Advisory Agreement between Saddle River Associates, Inc. and Empire Gold Corp. (2)
10.14		Acquisition Agreement between Saddle River Associates, Inc. and Empire Gold Corp. (2)
10.15		Consulting Agreement between Empire Gold Corp. and Silver Global S.A. (2)
10.16		Loan Agreement between Dominion Minerals Corp. and Balstone Investments, Ltd. dated March 10, 2008. (5)
10.17		Indemnification Letter dated March 11, 2008 between Dominion Minerals Corp. and Pinchas Althaus. (5)
14.1		Code of Business Conduct and Ethics*
14.2		Policy Statement of Dominion Minerals Corp. - Protection of Material, Nonpublic and Other Confidential Information and Prevention of Insider Trading and Tipping*

21.1		Subsidiaries*
31.1		Officers Certifications under Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Officers Certifications under Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed herewith.

(1) Incorporated by reference to the Company’s Registration Statement on Form 10-SB filed with the Commission on June 22, 2007.

(2) Incorporated by reference to the Company’s Amendment No. 1 to the Registration Statement on Form 10-SB filed with the Commission on October 1, 2007.

(3) Incorporated by reference to the Company’s Amendment No. 2 to the Registration Statement on Form 10-SB filed with the Commission on November 20, 2007.

(4) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on November 27, 2007.

(5) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on March 14, 2008.

(6) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 20, 2008.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		DOMINION MINERALS CORP.
Date:	May 18, 2009	By:	/s/ Pinchas Althaus
			Pinchas Althaus
			Chief Executive Officer and Director

In accordance with 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.

Date:	May 18, 2009	By:	/s/ Pinchas Althaus
			Pinchas Althaus
			Chief Executive Officer and Director
Date:	May 18, 2009	By:	/s/ Diego Roca
			Diego Roca
			Executive Vice-President, Chief Financial
			Officer, Secretary, Treasurer and Director
Date:	May 18, 2009	By:	/s/ Grant Ewing
			Grant Ewing
			Director

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Dominion Minerals Corp. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Dominion Minerals Corp. and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of operations and other comprehensive income, shareholders’ equity and cash flows for the years then ended, and for the period from March 1, 2006 (inception) to December 31, 2008. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated 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 audit 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Dominion Minerals Corp. and subsidiaries as of December 31, 2008 and 2007, and the results of its operations and cash flows for the years then ended, and for the period from March 1, 2006 (inception) to December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

/s/ Moore Stephens Wurth Frazer and Torbet, LLP

Walnut, California

May 15, 2009

-1-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY KNOWN AS EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2008 and 2007

ASSETS
	DECEMBER 31,			DECEMBER 31,
	2008			2007
				(Restated)
CURRENT ASSETS:
Cash and cash equivalents	$	3,607,590		$	878,116
Prepaid expense		27,765			69,521
Total current assets		3,635,355			947,637
PROPERTY AND EQUIPMENT, net		25,464			40,718
OTHER ASSETS:
Notes issuance cost, net		-			303,615
Other assets		21,000			-
Long term investment		7,577,385			2,720,279
Total other assets		7,598,385			3,023,894
Total assets	$	11,259,204		$	4,012,249
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued liabilities	$	452,678		$	529,535
Short-term loan		76,284			-
Convertible note payable		-			300,000
Liquidated damages payable		331,650			-
Total current liabilities	$	860,612		$	829,535
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, Voting Series I, $0.0001 par value; 5,000,000 shares authorized;
100 shares issued and outstanding as of December 31, 2008 and 2007		-			-
Common stock, $0.0001 par value; 700,000,000 shares authorized
73,103,362 and 42,605,696 issued and outstanding as of December 31, 2008 and 2007, respectively		7,310			4,261
Escrowed common stock		(134	)		(267	)
Additional paid-in capital		29,828,822			14,926,809
Shares to be returned for services not received		(1,654,167	)		(1,654,167	)
Stock subscription receivable		(1,560	)		(1,560	)
Deficit accumulated during the exploration stage		(17,828,080	)		(10,117,528	)
Accumulated other comprehensive income		46,401			25,166
Total shareholders' equity		10,398,592			3,182,714
Total liabilities and shareholders' equity	$	11,259,204		$	4,012,249

See report of independent registered public accounting firm.

The accompanying notes are an integral part of these consolidated financial statements.

-2-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY KNOWN AS EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

	For the year			For the year			March 31, 2006
	ended			ended			(inception)
	December 31,			December 31,			to December 31,
	2008			2007			2008
				(Restated)
REVENUE	$	-		$	-		$	-
COST OF SALES		-			-			-
GROSS PROFIT		-			-			-
RESEARCH AND DEVELOPMENT COSTS		139,206			381,662			919,558
GENERAL AND ADMINISTRATIVE EXPENSES		6,629,151			5,316,567			13,677,284
LOSS FROM EXPECTED SERVICES NOT RECEIVED		-			2,205,492			2,205,492
LIQUIDATED DAMAGE EXPENSE		331,650			-			331,650
LOSS FROM OPERATIONS		(7,100,007	)		(7,903,721	)		(17,133,984	)
OTHER (EXPENSE) INCOME:
Non-operating (expense) income, net		(25,000	)		10,270			(14,670	)
Interest expense, net		(585,545	)		(100,405	)		(679,426	)
Total other expense, net		(610,545	)		(90,135	)		(694,096	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(7,710,552	)		(7,993,856	)		(17,828,080	)
PROVISION FOR INCOME TAXES		-			-			-
NET LOSS		(7,710,552	)		(7,993,856	)		(17,828,080	)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment		21,235			27,817			46,401
COMPREHENSIVE LOSS	$	(7,689,317	)	$	(7,966,039	)	$	(17,781,679	)
LOSS PER SHARE
Basic and diluted loss per share	$	(0.13	)	$	(0.22	)	$	(0.47	)
Basic and diluted weighted average number of common shares		57,498,324			36,976,408			38,301,283

See report of independent registered public accounting firm.

The accompanying notes are an integral part of these consolidated financial statements.

-3-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY KNOWN AS EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

																						SHARES TO
																						BE RETURNED
	PREFERRED STOCK					COMMON STOCK				SHARES IN ESCROW						ADDITIONALPAID-IN			STOCKSUBSCRIPTION			FOR SERVICES NOT			ACCUMULATED			ACCUMULATEDOTHERCOMPREHENSIVE			TOTALSHAREHOLDERS'
	SHARES			PAR		SHARES		PAR		SHARES			PAR			CAPITAL			RECEIVABLE			RECEIVED			DEFICIT			GAIN (LOSS)			EQUITY
Balance at March 1, 2006 (inception)		-		$	-		-	$	-		-		$	-		$	-		$	-					$	-		$	-		$	-
Founders stock issued for cash, $0.001 per share							6,460,000		646								5,814			(3,060	)											3,400
Shares issued March 29, 2006 for $80,500 in services and $4,500 cash, at $0.01 per share							8,500,000		850								84,150															85,000
Stock sold through subscription agreements April through December 2006 at $0.50 per share							5,505,000		551								2,751,949															2,752,500
Stock issued through the exercise of warrants							20,000		2								1,998															2,000
Stock warrants issued to employees																	474															474
Stock warrants issued to consultants for advisory services																	197,113															197,113
Foreign currency translation loss																													(2,651	)		(2,651	)
Net loss																										(2,123,672	)					(2,123,672	)
Balance, December 31, 2006		-		$	-		20,485,000	$	2,049		-		$	-		$	3,041,498		$	(3,060	)				$	(2,123,672	)	$	(2,651	)	$	914,164
Proceeds on subscription receivable																				1,500												1,500
Shares assumed pursuant to reverse merger		100					232,696		23								(135,230	)														(135,207	)
Repurchase preferred stock		(100	)														(10,000	)														(10,000	)
Stock issued
$0.10 per share, conversion of warrants for cash							450,000		45								44,955															45,000
$0.10 per share, cashless conversion of warrants							1,600,000		160								(160	)														-
$0.50 per share, for services and note conversion							7,925,000		793								3,961,707						(1,654,167	)								2,308,333
$0.50 per share, CEO for compensation							1,500,000		150								749,850															750,000
$0.50 per share, for cash							3,314,000		331								1,656,669															1,657,000
$0.50 per share, for consulting services							2,299,000		230								1,149,270															1,149,500
$0.50 per share, for investment in Cuprum							4,000,000		400		(2,666,667	)		(267	)		666,533															666,666
$0.50 per share, for loan issuance cost							800,000		80								399,920															400,000
Warrants issued with convertible note																	67,427															67,427
Special warrants issued
For cash																	2,230,000															2,230,000
With convertible promissory note																	500,000															500,000
Preferred stock issued for compensation expense		100			-												10,000															10,000
Stock compensation expense																	594,370															594,370
Foreign currency translation gain																													27,817			27,817
Net loss																										(7,993,856	)					(7,993,856	)
Balance, December 31, 2007 (Restated)		100		$	-		42,605,696	$	4,261		(2,666,667	)	$	(267	)	$	14,926,809		$	(1,560	)	$	(1,654,167	)		(10,117,528	)	$	25,166		$	3,182,714
Cancellation of previously issued preferred stock		(100	)
Preferred stock issued for cash		100
Stock issued
$0.46 per share, for cash							21,840,000		2,184								9,794,216															9,796,400
$0.46 per share, for consulting services							800,000		80								367,920															368,000
$0.50 per share, for consulting services							376,000		38								187,962															188,000
Special warrants converted to stock							2,015,000		200								(200	)														-
Release of escrow shares											1,333,334			133			666,534															666,667
Shares issued to extend convertible note							250,000		25								124,975															125,000
Shares issued as employee compensation							5,216,666		522								2,581,144															2,581,666
Special warrants issued for cash																	77,500															77,500
Stock compensation expense																	1,038,597															1,038,597
Warrants issued for services																	63,365															63,365
Foreign currency translation gain																													21,235			21,235
Net loss																										(7,710,552	)					(7,710,552	)
Balance, December 31, 2008		100		$	-		73,103,362	$	7,310		(1,333,333	)	$	(134	)	$	29,828,822		$	(1,560	)	$	(1,654,167	)		(17,828,080	)	$	46,401		$	10,398,592

See report of independent registered public accounting firm.

The accompanying notes are an integral part of these consolidated financial statements.

-4-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY KNOWN AS EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the year			For the year			From March 1, 2006
	ended			ended			(inception)
	December 31,			December 31,			to December 31,
	2008			2007			2008
				(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(7,710,552	)	$	(7,993,856	)	$	(17,828,080	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		45,468			9,346			54,814
Bad debt expense		-			80,000			80,000
Warrants issued for services		63,365			-			260,952
Amortization of debt discount		-			31,641			31,641
Amortization of note issuance cost		303,615			206,172			509,787
Common stock issued for advisory services		556,000			1,829,979			2,462,479
Loss from expected services not received		-			2,205,492			2,205,492
Stock option expense		1,038,597			594,370			1,632,967
Common stock issued for note issuance costs		125,000			-			125,000
Common stock issued for employee compensation		2,581,666			-			2,581,666
Preferred stock issued for employee compensation		-			10,000			10,000
Loss on currency exchange		-			11,080			11,080
Changes in operating assets and liabilities:
Prepaid expense		41,756			-			41,756
Other assets		(21,000	)		-			(21,000	)
Accrued liabilities		(76,857	)		363,415			449,448
Liquidated damages payable		331,650			-			331,650
Net cash used in operating activities		(2,721,292	)		(2,652,361	)		(7,060,348	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment purchases		(25,000	)		(4,183	)		(71,488	)
Long term investment		(4,190,438	)		(2,053,614	)		(6,244,052	)
Advances notes receivable		-			(80,000	)		(80,000	)
Net cash used in investing activities		(4,215,438	)		(2,137,797	)		(6,395,540	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		10,046,400			1,657,000			14,467,800
Proceeds from special warrants		77,500			2,218,920			2,298,420
Proceeds from exercise of warrants		-			45,000			45,000
Payment on note issuance cost		-			(74,000	)		(74,000	)
Payment on notes payables		(2,300,000	)		(325,000	)		(2,625,000	)
Payment on equity transactions		(250,000	)		-			(250,000	)
Proceeds from short-term loan		76,284			-			76,284
Proceeds from notes payable		2,000,000			1,105,000			3,105,000
Proceeds from subscription receivable		-			1,500			1,500
Payment repurchase preferred stock		-			(10,000	)		(10,000	)
Net cash provided by financing activities		9,650,184			4,618,420			17,035,004
EFFECT OF EXCHANGE RATE CHANGES ON CASH		16,020			15,955			28,474
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		2,729,474			(155,783	)		3,607,590
CASH AND CASH EQUIVALENTS, beginning of the period		878,116			1,033,899			-
CASH AND CASH EQUIVALENTS, end of period	$	3,607,590		$	878,116		$	3,607,590
SUPPLEMENTAL DISCLOSURES:
Interest paid	$	50,639		$	66,024		$	116,663
Income taxes paid	$	-		$	-		$	-
Non-cash investing and financing activities:
Net liabilities assumed in reverse acquisition	$	-		$	135,207		$	135,207
Conversion of notes and interest for common stock	$	-		$	106,071		$	106,071
Issuance of founders stock for subscription receivable	$	-		$	-		$	14,960
Shares issued for exploration and development of investment	$	666,667		$	666,666		$	1,333,333
Common stock issued to prepay for consulting services	$	-		$	69,521		$	69,521
Special warrants issued for repayment of convertible promissory note	$	-		$	500,000		$	500,000
Warrants issued for discount on debt	$	-		$	31,641		$	31,641
Warrants issued for note issuance costs	$	-		$	35,786		$	35,786
Common stock issued for note issuance costs	$	250,000		$	400,000		$	650,000

See report of independent registered public accounting firm.

The accompanying notes are an integral part of these consolidated financial statements.

-5-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

1. Nature of Business and Significant Accounting Policies

a. Nature of business – Dominion Minerals Corp. (the “Company” and formerly Empire Minerals Corp.) was incorporated on January 4, 1996, under the laws of the state of Delaware. The Company is engaged in the exploration of precious and base metals including gold and copper. All potential properties currently under exploration are located in the People’s Republic of China (“PRC” or “China”) and the Republic of Panama (“Panama”).

From September 2005 to November 2007, the Company changed its name four times to reflect the changing business plans. The original name of the Company was ObjectSoft Corporation. In June 2005, the name was changed to Nanergy, Inc. In June 2006, the name was changed to Xacord Corp., in January 2007, the name was changed to Empire Minerals Corp, and in November 2007, the name was changed to its current name, Dominion Minerals Corp.

On February 20, 2007, the Company completed a triangular reverse merger with Empire Minerals Corp., a Nevada Corporation (formerly Empire Gold Corp. and referred to as “Subsidiary”) and Xacord Acquisition Sub Corp, then the Company’s subsidiary (“Xacord”). All 26,504,000 shares in the Subsidiary were exchanged for 26,504,000 shares in the Company. Additionally, 5,950,000 warrants in the Subsidiary were exchanged for 5,950,000 warrants in the Company. The Subsidiary was the accounting acquirer and the Company was the legal acquirer. The transaction was accounted for as a reverse merger and recapitalization. As such, the accompanying consolidated financial statements reflect the historical operations of the Subsidiary in the capital structure of the Company at the beginning of the first period presented herein.

b. Basis of presentation – The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and have been consistently applied. The consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiaries Empire Minerals Corp., 50% owned Zhaoyuan Dongxing Gold Mining Co., Ltd. (“Dongxing”), and 70% owned Empire (Tianjin) Resources Co., Ltd. (“Tianjin”) (together the “Subsidiaries”). All significant inter-company transactions and balances have been eliminated in consolidation.

Minority interest has not been presented on the consolidated balance sheets because accumulated losses have exceeded the minority shareholders’ equity. In accordance with Accounting Principles Board (“APB”) 18, The Equity Method of Accounting for Investments in Common Stock, the minority interest has been written down to zero on the accompanying consolidated balance sheets.

The Company is currently in an exploration stage, which is characterized by significant expenditures for the examination and development of exploration opportunities by its Subsidiaries. The Subsidiaries' focus for the foreseeable future will continue to be on securing joint venture agreements within PRC and Panama to begin conducting mining operations.

-6-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

c. Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. The significant estimates made in the preparation of the Company’s consolidated financial statements relate to the fair value of warrants and stock issued for services as well as various accruals, and long term investment. Accordingly, the actual results could materially differ from these estimates upon which the carrying values were based.

d. Fair value of financial instruments – Statement of Financial Accounting Standards (“SFAS”) 107, Disclosures About Fair Value of Financial Instruments, defines financial instruments and requires fair value disclosures of those financial instruments. SFAS 157, Fair Value Measurements, adopted January 1. 2008, defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the accompanying consolidated balance sheets for current assets and current liabilities qualify as financial instruments are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and the current market rates of interest. The three levels of valuation hierarchy are defined as follows:

· Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

· Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Through December 31, 2008 and 2007, the Company invested $7,577,385 and $2,720,279, respectively to Cuprum Resources Corp. (“Cuprum”). Since there is no quoted or observable market price for the fair value of similar investments in long term joint ventures, the Company then used the level 3 inputs for its valuation methodology. The determination of the fair value was based on the cost of the capital contributed to the investment.

As of December 31, 2008, the Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheet at fair value in accordance with SFAS 157.

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company adopted SFAS 159 on January 1, 2008. The Company chose not to elect the option to measure the fair value of eligible financial assets and liabilities.

-7-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

e. Cash and cash equivalents – For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with original maturities of three months or less.

f. Concentration of credit risk – The Company maintains cash deposits in financial institutions that exceed the amounts insured by the U.S. government. Balances at financial institutions or state-owned banks within the PRC are not covered by insurance. Non-performance by these institutions could expose the Company to losses for amounts in excess of insured balances. As of December 31, 2008 and 2007, the Company’s bank balances exceeded government-insured limits by $3,338,944 and $768,899, respectively. The Company has not experienced any losses in such accounts.

The Company has gold mining activities in the PRC and an investment in copper mining activities in Panama. Accordingly, the Company’s mining business, financial condition and results of operations may be influenced by the political, economic and legal environments, foreign currency exchange in the PRC and Panama, and by the general state of the PRC’s and Panama’s economy. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

g. Earnings per share – Earnings per share is calculated in accordance with the SFAS 128, Earnings Per Share. Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period

The following is a reconciliation of the basic and diluted loss per share computations:

	For the years ended December 31,				From March 1, 2006 (inception) to December
	2008		2007		31, 2008
			(Restated)
Net loss	$	7,710,552	$	7,993,856	$	17,828,080
Weighted average shares used in basic computation		57,498,324		36,976,408		38,301,283
Diluted effect of stock options, warrants		-		-		-
Weighted average shares used in diluted computation		57,498,324		36,976,408		38,301,283
Losses per share:
Basic	$	0.13		0.22	$	0.47
Diluted	$	0.13		0.22	$	0.47

-8-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

All warrants and options were excluded from the diluted loss per share due to their anti-dilutive effect.

h. Income taxes – The Company accounts for income taxes in accordance with SFAS 109, Accounting for Income Taxes. SFAS 109 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company adopted FASB Interpretation 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes, on January 1, 2007. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no affect on the Company’s consolidated financial statements.

i. Stock-based compensation – The Company records stock-based compensation in accordance with SFAS 123R, Share-Based Payment. SFAS 123R requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize the expense over the employee’s requisite service period. Under SFAS 123R, the Company’s volatility is based on the historical volatility of the Company’s stock or the expected volatility of similar companies. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

-9-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

The Company uses the Black-Scholes option-pricing model which was developed for use in estimating the fair value of options. Option-pricing models require the input of highly complex and subjective variables including the expected life of options granted and the Company’s expected stock price volatility over a period equal to or greater than the expected life of the options. Because changes in the subjective assumptions can materially affect the estimated value of the Company’s employee stock options, it is management’s opinion that the Black-Scholes option-pricing model may not provide an accurate measure of the fair value of the Company’s employee stock options. Although the fair value of employee stock options is determined in accordance with SFAS 123R using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction.

j. Recently issued accounting pronouncements

In December 2007, the FASB issued SFAS No. 141R, Business Combinations, which replaced SFAS 141. SFAS 141R retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting as well as requiring the expensing of acquisition-related costs as incurred. Furthermore, SFAS 141R provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for fiscal years beginning on or after December 15, 2008. Earlier adoption is prohibited. The Company is evaluating the impact, if any, that the adoption of this statement will have on its consolidated results of operations or consolidated financial position.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 51. SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It is intended to eliminate the diversity in practice regarding the accounting for transactions between equity and noncontrolling interests by requiring that they be treated as equity transactions. Further, it requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. SFAS 160 also establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated, requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent’s owners and the interests of the noncontrolling owners of a subsidiary, among others. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008, with early adoption permitted, and it is to be applied prospectively. SFAS 160 is to be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements, which must be applied retrospectively for all periods presented. The Company has not yet evaluated the impact that SFAS 160 will have on its consolidated financial position or consolidated results of operations.

-10-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

In February 2008, the FASB issued FASB Staff Position No. 157-1 ("FSP 157-1"), Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13. FSP 157-1 indicates that it does not apply under FASB 13, Accounting for Leases, and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS 13. This scope exception does not apply to assets acquired and liabilities assumed in a business combination that are required to be measured at fair value under SFAS No. 141 or SFAS No. 141R, regardless of whether those assets and liabilities are related to leases. The Company does not anticipate FSP 157-1 will have a material impact on its consolidated results of operations or consolidated financial position.

Also in February 2008, the FASB issued FSP 157-2, Effective Date of FASB Statement No. 157. With the issuance of FSP 157-2, the FASB agreed to: (a) defer the effective date in SFAS 157 for one year for certain nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), and (b) remove certain leasing transactions from the scope of SFAS 157. The deferral is intended to provide the FASB time to consider the effect of certain implementation issues that have arisen from the application of SFAS 157 to these assets and liabilities. The Company does not anticipate FSP 157-2 will have a material impact on its consolidated results of operations or consolidated financial position.

In March 2008, the FASB issued SFAS 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS 161 is intended to improve financial reporting of derivative instruments and hedging activities by requiring enhanced disclosures to enable financial statement users to better understand the effects of derivatives and hedging on an entity's financial position, financial performance and cash flows. The provisions of SFAS 161 are effective for interim periods and fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company does not anticipate that the adoption of SFAS 161 will have a material impact on its consolidated results of operations or consolidated financial position.

-11-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

On May 9, 2008, the FASB issued FASB FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by paragraph 12 of APB 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity's nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact that FSP APB 14-1 will have on its consolidated results of operations or consolidated financial position.

In June 2008, the FASB issued EITF 07-5 Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock. EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. Paragraph 11(a) of SFAS 133 specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to the company’s own stock and (b) classified in stockholders’ equity in the statement of financial position would not be considered a derivative financial instrument. EITF 07-5 provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS 133 paragraph 11(a) scope exception. Management is currently evaluating the impact of adoption of EITF 07-5 on the accounting for the warrants transactions.

In June 2008, FASB issued EITF 08-4, Transition Guidance for Conforming Changes to Issue No. 98-5. The objective of EITF 08-4 is to provide transition guidance for conforming changes made to EITF 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, that result from EITF 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, and SFAS 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This Issue is effective for financial statements issued for fiscal years ending after December 15, 2008. Early application is permitted. The Company’s management is currently evaluating the impact of adoption of EITF 08-4 on the accounting for the warrants transactions.

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. FSP EITF 03-6-1 indicates that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the requirements of FSP EITF 03-6-1 and the impact that its adoption will have on the consolidated results of operations or consolidated financial position.

-12-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

k. Property and equipment – Property and equipment is stated at cost and is depreciated using the straight-line method over their estimated useful lives. Major renewals are charged to the property and equipment accounts while replacements, maintenance and repairs, which do not improve or extend the respective lives of the assets, are expensed currently. The estimated useful lives of property and equipment are as follows:

		Useful lives
Exploration equipment		5 years
Office equipment		5 years
Vehicles		5 years

l. Impairment for long lived assets – The Company applies the provisions of SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal. Based on its review, the Company believes that, as of December 31, 2008 and 2007, there were no significant impairments of its long-lived assets.

m. Foreign currency translation – The reporting and functional currency of the Company is the U.S. dollar. Cuprum’s currency is the U.S. Dollar, which is the currency used in Panama, although the Panamanian currency is called the Balboa. Dongxing and Tianjin use their local currency, the Chinese Renminbi (“RMB”), for operations. For Dongxing and Tianjin, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate as quoted by the People’s Bank of China at the end of the period, and equity is translated at the historical exchange rates.

Translation gains amounted to $46,401 and $25,166 as of December 31, 2008 and 2007, respectively. Asset and liability accounts at December 31, 2008 and 2007 were translated at 6.82 RMB to $1.00 and 7.29 RMB to $1.00, respectively. Equity accounts were stated at their historical rates. The average translation rates applied to income statement accounts and cash flows for the years ended December 31, 2008 and 2007, and from March 1, 2006 (inception) to December 31, 2008 were 6.94 RMB, 7.59 RMB, and 7.52 RMB to $1.00, respectively. In accordance with SFAS 95, Statement of Cash Flows, cash flows from the Company's operations is calculated based upon the local currencies using the average translation rates. Because cash flows are translated at average translation rates for the period, amounts reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

-13-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Transactions gains and losses for the years ended December 31, 2008 and 2007, and for the period from March 1, 2006 (inception) to December 31, 2008, were $0, $11,080, and $11,080, respectively.

2. Going Concern

The Company is an exploration stage company and therefore has had no revenues or cash flows from operations. The Company has an accumulated deficit of approximately $17.8 million as of December 31, 2008 and has insufficient sources of cash to execute its business plan, raising substantial doubt about its ability to continue as a going concern. In response to these conditions, management is continuing to seek both debt and equity financing from various sources, although there are no guarantees that they will be successful in their endeavors. No adjustment has been made to the accompanying financial statements as a result of this uncertainty.

3. Restatement – Conversion of Promissory Note, Issuance of Common Stock, Litigation and Partial Recovery of Common Stock Shares issued

As discussed in the Company’s Report on Form 8-K filed on April 22, 2009, the Company concluded that based on further review, it should restate the accounting for the issuance of 7,925,000 shares of its common stock under agreements entered into on April 1, 2007 for the conversion of a promissory note, previously issued by the Company and discussed below. Therefore, the previous consolidated financial statements have been restated to reflect the revised accounting for the issuance of the shares. The transaction was previously reported as the conversion of the outstanding balance of the promissory note, including accrued interest, of $106,071, at that carrying value, into 7,925,000 shares of the Company’s common stock, representing a conversion price of $0.013 per share. The Company concluded that the accounting for the transaction should have been recorded at the fair value of the common stock issued and the Company should have recognized the value of services that, at that time, the Company expected to receive from the holders of the promissory note. The Company did not receive the services that it expected to receive, and on December 23, 2008, the Company filed suit in the Supreme Court of the State of New York, seeking return of the shares issued and other relief. On February 11, 2009, the Company entered into a Settlement Agreement of that suit, as a result of which a total of 3,308,333 of the 7,925,000 shares originally issued will be returned to the Company or otherwise cancelled and the Company will make payments aggregating $63,230 to the defendants, as more fully discussed below. Reflecting the terms of the Settlement Agreement, the Company has restated its financial statements to record the shares issued at their estimated fair value and to recognize a loss of $2,205,492 as of April 1, 2007, the date of the agreements under which the shares were issued, as discussed below.

-14-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

On February 14, 2001, the Company (which was then known as ObjectSoft Corporation) executed the promissory note (the “Note”) in the amount of $100,000 to Jay N. Goldberg (the “Original Holder”). The Note, which was due on March 16, 2001 (the “Maturity Date”), accrued interest at 12% per annum and, in the event of default, accrued interest at 20% per annum. The principal plus all accrued and unpaid interest was payable in cash on the Maturity Date or, at the option of the holder, was convertible into equity securities of the Company to be issued to certain institutional investors in a proposed private placement expected to be completed at or prior to the Maturity Date.

On May 30, 2001, the Company and the Original Holder executed an Allonge and Amendment to Promissory Note, amending the Maturity Date to December 31, 2001. The Original Holder also waived any Events of Default that may have occurred and agreed to cooperate with the Company in a potential restructuring of the Company or other transaction pursuant to which the terms of the Note may be restructured. This restructuring was unsuccessful. In July 2001, ObjectSoft filed a Bankruptcy Petition in the Bankruptcy Court for the District of New Jersey and, in November of 2004, emerged from the Bankruptcy filing with no assets and a single liability for the principal amount of the Note of $100,000. None of our present officers, directors or employees were associated with us at the time of, or involved in any way in, the bankruptcy proceeding.

On November 16, 2004, the Original Holder executed an “Assignment and Endorsement of Note” and assigned all of the Original Holder’s right, title and interest in and to the Note, to Securities Acquisition New York, LLC (“SANY”). Prior to June 2006, with the agreement of the then management of the Company, SANY converted $32,300 of the principal amount of the Note into 807,500 shares of common stock of the Company (as adjusted for subsequent stock splits), at an effective conversion price of $0.04 per share. On October 26, 2006, SANY executed an “Agreement of Assignment of Note” and assigned all of their right, title and interest in and to the Note to West Greenwood Foundation (“WGF”). On the date of assignment, the principal balance was $67,700 and the amount of accrued interest was $28,170.

As described in Note 7a, the Company previously entered into consulting agreements with Saddle River Associates (“SRA”) for general business consulting and financial advisory services. SRA introduced the Company to Xacord Corporation (as ObjectSoft was then known), which entity had originally issued the Note and with whom we completed the reverse triangular merger on February 20, 2007 (see Note 1a). In addition, SRA advised the Company of the opportunity to invest in the Exploration and Development Agreement with Bellhaven Copper & Gold, Inc., which Agreement is described in Note 5.

Following our reverse triangular merger on February 20, 2007 (see Note 1a), on April 1, 2007, WGF and various entities and individuals (“designees”), which designees simultaneously purchased various interests in the Note from WGF, requested to convert the outstanding balance of the Note of $106,071 ($67,700 of principle and $38,371 of accrued interest) into 7,925,000 shares of our common stock, representing a conversion rate of approximately $0.013 per share. The Company was advised by SRA that these designees would be able to provide the Company with expertise and assistance to further the development of the Company’s Panamanian Exploration and Development Agreement with Bellhaven. Consequently, the Company agreed to the conversion and the Note was cancelled.

-15-

DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

Over time, the Company has become aware that the designees did not possess the expertise necessary to provide the services that the Company expected that it would receive to assist it with its Panamanian operations. On December 23, 2008, the Company filed suit in the Supreme Court of the State of New York, against SRA, WGF and the designees, seeking return of the shares issued for conversion of the Note and other relief. The written agreements related to conversion of the Note did not refer to the provision of any services by the holders of the Note and the defendants asserted that no such agreement related to future services existed. Notwithstanding that assertion, the defendants agreed to return a portion of the shares issued and on February 11, 2009, the Company entered into a Settlement Agreement with the defendants. The Company concluded that it was in its best interests to accept the terms of the Settlement Agreement, rather than continue to litigate the matter. As a result of the Settlement Agreement, of the 7,925,000 shares originally issued, 1,000,000 shares will be cancelled and a further 2,308,333 shares (one-third of the remaining shares issued of 6,925,000) will be returned to the Company. The Company will make payments aggregating $63,230 to the defendants, representing (1) payment of principal and interest on the Note from April 2007 to the date of the Settlement Agreement for that portion of the Note for which shares are being returned and (2) outstanding consulting fees due to SRA of $25,000.

The Company originally accounted for the conversion of the Note based on the written terms of the agreements with WGF and the designees and recorded the common shares issued at the carrying amount of the note. However, to reflect the company’s expectation that it would also receive future services in addition to the conversion of the Note, the 7,925,000 shares issued should have been recorded at their fair value. On April 1, 2007, the closing price of the Company’s common stock was $2.50 per share. Although the Company’s common stock is publically traded, the trading volume is small; during the two year period ended December 31, 2007, the total trading volume of our common stock was less than 250,000 shares. In various private placements of the Company’s common stock that occurred between April 2006 and October 2007, the Company sold an aggregate of 12,819,000 shares of its common stock for cash, each placement at a price of $0.50 per share. Because the 7,925,000 shares issued represents a number of shares substantially in excess of the Company’s historical trading volume, the Company believes that the price of $0.50 per share at which it has effected private placements is a more reasonable estimate of fair value for the 7,925,000 shares issued than the quoted market price. Accordingly, the Company has restated its financial statements for the period ended June 30, 2007 and all subsequent periods to reflect the April 2007 issuance of the 7,925,000 shares at a fair value of $0.50 per share or an aggregate of $3,962,500.

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DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

As discussed above, the written terms of the Note provide for conversion only if a private placement was completed at or prior to maturity of the Note on December 31, 2001. The Note bears interest at 12% and accordingly the carrying value of the Note together with accrued interest at the date of conversion is considered to be a reasonable approximation of the fair value of the Note as of that date. In relation to the services that the Company expected to receive from the designees, EITF Issue 96-18 provides that the fair value of shares issued to non-employees for services to be performed should be determined as of the earlier of the date at which a commitment for performance by the counterparty to earn the shares is reached or the date at which their performance is complete. EITF Issue 00-18 further provides that where there are no specific performance criteria required by the recipient in order to retain the shares issued, a measurement date has been reached and the shares should be valued as of the date of the agreement. The Company expected that the designees would provide their services over the multi-year life of the Company’s Panamanian operations but no specific performance criteria were established. Accordingly, the Company has valued the services it expected to receive based on the fair value of the common shares at the time they were issued, which as discussed above has been estimated at $0.50 per share. The difference of $3,856,429 between the fair value of the shares issued of $3,962,500 and the carrying value of the Note at the date of conversion of $106,071, which carrying value is considered to be a reasonable approximation of its fair value at that date, has been allocated as the value of the services the Company expected to receive.

The Company has not received the services that it expected to receive when the shares were issued and as a result of the Settlement Agreement, the Company has recorded a loss of $2,205,492 as of April 1, 2007, reflecting the fair value of the shares that will not be returned to the Company or cancelled as a result of the Settlement Agreement, together with the amounts to be paid by the Company under the Settlement Agreement, offset by $60,000 previously recorded by the Company for amounts outstanding under the Company’s previous consulting agreements with SRA. At June 30, 2007, the value of the shares issued on April 1, 2007 but subsequently cancelled or returned to the Company as a result of the Settlement Agreement have been recorded as contra-equity.

4. Property and Equipment

Property and equipment consist of the following:

	December 31, 2008		December 31, 2007
Exploration equipment	$	-	$	17,110
Office equipment		28,727		4,843
Vehicles		-		28,353
Total		28,727		50,306
Less: accumulated depreciation		3,263		9,588
Property and equipment, net	$	25,464	$	40,718

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DOMINION MINERALS CORP. AND SUBSIDIARIES

(FORMERLY EMPIRE MINERALS CORP.)

(AN EXPLORATION COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007,

AND FROM MARCH 1, 2006 (INCEPTION) TO DECEMBER 31, 2008

Depreciat

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