10-12G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM 10

General Form For Registration of Securities

Pursuant to Section 12(b) or 12(g) of The Securities Exchange Act of 1934

Dominion Minerals Corp.

(Exact Name of Registrant as Specified in Its Charter)

File No. 000-52696

Delaware	22-3091075
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

17 State Street, Suite 4000, New York, NY	10004
(Address of Principal Executive Offices)	(Zip Code)

(732) 536-1600

Registrant’s Telephone Number

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which

to be so Registered Each Class is to be Registered

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock $0.0001 Per Share Par Value

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (as defined in Rule 12b-2 of the Exchange Act). Check one:

Large accelerated filer	☐	Non-accelerated filer	☐
Accelerated Filer	☐	Smaller reporting company	☒

 1

PART I

The Company has two wholly-owned subsidiaries, Empire Minerals Corp., a Nevada corporation (“Nevada Subsidiary”) and Cuprum Resources Corp., a Republic of Panama corporation (“Panamanian Subsidiary” or “Cuprum”). When used herein the terms “we”, “us” and/or “our” shall mean the Company, and/or the Nevada Subsidiary, and/or the Panamanian Subsidiary in the context in which they appear.

This Registration 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 the Description of Business in Item 1 below.

We are currently considered a “shell company” within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in that we currently have nominal operations and nominal assets other than cash. Accordingly, the ability of holders of our common stock to re-sell their shares may be limited by applicable regulations. Specifically, the securities sold through this offering can only be resold through registration under the Securities Act of 1933, pursuant to Section 4(1) of the Securities Act or by meeting the conditions of Rule 144(i). Until we cease to be a “shell company”, we will not meet the requirements under Rule 144(i) under the Securities Act and our shareholders will not be able to rely on Rule 144 order to sell their securities.

Item 1 Business.

General

Dominion Mineral Corp. (the “Company,” “we” or “us”) was 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. 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.

History of the Company

The Company 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.

We were originally formed in January of 1996 to acquire the business of a predecessor company, Object Soft Corporation, a New Jersey Corporation. This acquisition was completed in the form of a corporate business combination effective January 31, 1996. The acquired business involved the provision of retail Kiosks, which were internet-connected, advertising-interactive Kiosks. The Kiosks were public access terminals that offered terminals that offered entertainment information and the ability to execute financial transactions via a touch screen. This business was unsuccessful and in July of 2001, we filed a Bankruptcy Petition in the Bankruptcy Court for the District of New Jersey. None of our present officers, directors or significant employees were associated with us at the time of or involved in any way in our bankruptcy proceeding. In November of 2004, we exited the Bankruptcy case with no assets, one liability in the form of a convertible promissory note with a principal balance of $100,000 and outstanding stock of 195 shares of common stock. We then operated as a shell corporation seeking a new business opportunity either through a corporate business combination or an acquisition of assets.

 2

In September of 2005, we were a party to a business combination in which we acquired the ownership of a New Jersey corporation holding licenses, patents and developments to certain photovoltaic processes. In this transaction, the Company issued 99,455 shares of our common stock. The Company also agreed to issue additional shares of common stock and stock options, if certain economic milestones were met by December 31, 2006. These economic milestones were not met. In 2006, we abandoned our efforts to develop the involved processes.

During the period from June 17, 2005 to the date of this Registration Statement, 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 were 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.

On February 20, 2007 we completed a business combination in which we acquired all of the outstanding stock of 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, a Nevada corporation named Xacord Acquisitions Sub Corp. formed and wholly-owned by the Company to be used as a vehicle for the transaction and which was merged into the Nevada Subsidiary and 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. 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 2, 2007. The remaining three warrants 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 the majority interest in the Panamanian corporation holding the concession to the copper prospect. 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. Mr. Minsky subsequently resigned as a director of the Company.

 3

The following diagrams set forth the organizational status of the Company and the Nevada Subsidiary before and after the completion of their business combination.

Status Before Business Combination:

Actions in Business Combination:

 4

Status After Business Combination:

 

On March 6, 2007, the Company entered into an Exploration and Development Agreement with Bellhaven Copper & Gold, Inc. (“Bellhaven”), a corporation organized in British Columbia, Canada and Bellhaven’s then wholly-owned subsidiary, Cuprum Resources Corp. (“Cuprum”), a corporation organized in Panama.  Cuprum was the holder of a Mineral Concession from Panama on a copper prospect located in the Guariviara area of Panama.  That agreement granted the Company an 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 Exploration and Development Agreement entered into on March 6, 2007 was terminated.

Present and Proposed Operations

The Company’s present operations consist solely of pursuing its claims against the Republic of Panama relating to its Mineral Concession from the Republic of Panama on a copper prospect (“Cerro Chorcha”) located in the Guariviara area of Panama.

New Mining Projects

As discussed later in this Form 10, the Company does not expect to recover its Mineral Concession from the Republic of Panama through the legal process. The Company’s proposed operations in the case that the Cerro Chorcha project is not recovered, is to seek out new mining projects. It is anticipated that, at such time, the Company’s full time operations would consist of exploring new and existing mining opportunities throughout the world but preferably in the United States. We anticipate that it would take approximately $500,000 to sustain company operations while seeking a new opportunity.

Panamanian Mineral Concession

On March 6, 2007, the Company entered into an Exploration and Development Agreement with Bellhaven and Bellhaven’s then wholly-owned subsidiary, Cuprum Resources Corp. (“Cuprum”).  Cuprum is the holder of a Mineral Concession from the Republic of Panama on a copper prospect (“Cerro Chorcha”) located in the Guariviara area of Panama. 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 payment 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. 

 5

On April 14, 2009, the Company and Bellhaven completed a transaction under a Stock Purchase Agreement between them pursuant to which (i) the Company acquired 100% interest in all the outstanding stock of Cuprum; (ii) the Company paid Bellhaven $1,500,000 in cash and issued 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; and (iv) the March 6, 2007 Exploration and Development Agreement between the Company, Bellhaven and Cuprum was terminated and the Company and Bellhaven mutually released each other from all obligations and/or liabilities arising thereunder.

The Cerro Chorcha concession consists of 24,241.91 hectares (ha) in five rectangular blocks and is located in Chiriqui and Bocas Del Toro Provinces of Panama straddling the continental divide about 290 km west of Panama City.

Since 2009, the Company has encountered various obstacles which have prevented the Company from commencing Phase 2 of its project.

On December 24, 2009, the Supreme Court of Panama issued an Order of Provisional Suspension in response to a lawsuit filed by Cesar Salazar against the Republic of Panama Ministry of Commerce and Industry (“MICI”). The lawsuit alleges among other things that MICI granted the Concession Agreement to the Cuprum unlawfully. The Company considers the claims frivolous and although the suit did not name the Company or Cuprum as a defendant, in February 2010 the Company exercised its right under Panama Law, as an interested third party, by filing a petition in the Supreme Court of Panama, defending the allegations. Pursuant to the Order of Provisional Suspension, any administrative or operational activities to be performed pursuant to the Concession Agreement by the Company or any Ministry or Office of the Republic of Panama, are indefinitely suspended. To date, the Company has not received a response to its petition. In addition, no final ruling has been issued by the Supreme Court of Panama.

In 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 April 2010, to the contrary of the Order of Provisional Suspension issued by the Supreme Court of Panama, MICI issued and posted a resolution on the Gazeta Oficial of Panama declaring the site of the concession a “Mining Reserve.” Pursuant to the resolution, no further exploration and/or mining activities are to be performed on the site 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 has not received a resolution or response to the petition filed by the Company, from the Supreme Court of Panama. Although, the Company never received a “resolution of cancelation” from MICI, the application of extension submitted by the Company to MICI was neither, approved nor rejected. As explained by MICI that the concession remained in a “frozen” status pursuant to the Order of Provisional Suspension issued by the Supreme Court of Panama and the application of extension could not be processed. The Company considers the Concession Agreement active and plans to continue its operations upon resolution of the lawsuit filed in the Supreme Court of Panama and Order of Provisional Suspension being lifted. To date, the Company has not received any updates or response from the Supreme Court of Panama regarding this lawsuit.

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 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. 

 6

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 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.

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

● Panama’s actions 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

● Panama’s actions breached its obligations under Article II of the U.S.-Panama BIT to accord fair and equitable treatment to Dominion with respect to its investment in Cerro Chorcha.

The closest city to Cerro 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.

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 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.

Currently helicopter flights to the main Cerro Chorcha camp and work area are out of Rambala a small town 31 kilometers north of the camp. There is a dirt road from Rambala to the village of Soloy. A foot trail leads from Soloy to 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 higher elevations near the 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 weather effects, access to the concession site by helicopter is best achieved in the early morning and in the late afternoon.

The mountain terrain is covered in high altitude rain forest with annual rainfall reported to be up to about six meters. Temperatures in this locality average 20(degree) C to 25(degree) C but during some month’s temperatures can dip down to 5(degree)C at night. Work on the concession site can be undertaken at any time of the year.

The main Chorcha exploration camp consists of four large all-weather buildings powered by a diesel generator. Within the region, personnel, supplies, fuel, water and sufficient space for a mining operation are readily available.

 7

The Cerro Chorcha Mineral Exploration Concession (Contract # 006,2005) at Cerro Chorcha was granted to Cuprum on April 4, 2006. In March 2010, the Company made its application for the extension of the Concession. As of the date of this Registration Statement, the Company has not received notice of the cancellation of the Concession Contract or any approval or denial of the application for extension.

The area falls under the local jurisdictions of the District of San Lorenzo in Chiriqui Province and the District of Chiriqui Grande in the Province of Betas Del Toro.

Mineral title to Cerro Chorcha was previously held under Exploration Concession 93-71 (Geo-Minas, S.A.). These concessions expired in 1999 and were officially cancelled by publication in the Official Gazette (No. 25,029) on April 15, 2004. An application for a new concession (CRC-EXPL 2004-05) was accepted on May 17, 2004 in the name of Cuprum.

Table 1 lists the coordinates of the corner points of the individual five blocks.

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”

The owners of the former concession 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 new metallic mineral concession at Cerro Chorcha was granted to Cuprum and published in the Official Gazette (No. 25,517) on April 4, 2006. A metallic mineral exploration concession is valid for four years, with extensions available for another four. There are various reporting requirements and a tax on the exploration concessions which begins at US$0.50 per ha the first year and increases to US$1.50 per ha in year five.

The owner of the exploration mineral concession has an exclusive right to the application of an exploitation concession. The terms under which major projects proceed are negotiated with the government.

A 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.

Cuprum signed an exclusive mineral exploration agreement (the “Agreement”) with the Comarca on July 28, 2004. The Agreement grants Cuprum the exclusive rights to explore for minerals and to negotiate a new agreement with the Comarca for the “next phase of activity” upon completion of the exploration phase. The Agreement is valid until the expiration 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.

 8

The Agreement (resolution #1 Feb 12, 2006) was signed by the President of the Regional Congress of the NoKribo Region (Mr. Enrique Pineda), the Chief of the NoKribo Region (Mr. Johnny Bonilla), and the president of the Local Congress of the Kanicintti District of the NoKribo Region (Mr. Julian Palacio) and, for Cuprum, the General Manager and Secretary of the Board of Directors (Mr. Alfredo Burgos).

Among the issues covered by the Agreement are: work progress, budgets and reporting; employment and training; land rentals and leasing; development programs; environment, education and culture; force majeure; settlement of conflicts; notification, continuity and applicable laws.

A joint committee was created by Cuprum and the peoples of the Comarca. During the periods when operations are active, monthly meetings of the committee are held to review development and to ensure continued mutual support. All work planned by the Company and Cuprum to date been formally reviewed by and the approved by the operating committee.

The north western portion of the Concession is in the watershed of the Fortuna 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 State of Panama) which purchased the publicly owned Institute deRecursos Hidro-electricos y Electrificacion (IE) in 1998.

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.

Exploration 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.

ANAM (Autoridad Nacional del Ambiente), Panama’s environmental agency, is responsible for the administration of the forest reserve.

The Palo Seco Reserve, Forestal is divided into various sub-zones, each of which has a different level of protection. The current management plan does not specifically address mineral exploration and development, however the portion of the Palo Seco Forest Reserve nearest the Chorcha Project is assigned to a highly protected status with entry permitted only for scientific research. In the past exploration has been permitted within the limits of forest reserves, however damages must be mitigated. In its extension application submitted in March 2010, the Company proposed the Palo Seco Reserve Forestal protected area be removed from the concession.

Prior exploration work on Cerro Chorcha has not resulted in anything that could be considered to be an environmental liability.

Most of Panama consists of island arc assemblages of Cretaceous to Recent age which have resulted from the subduction of the Cocos tectonic plate underneath the Caribbean plate.

In western Panama, where Cerro Chorcha is located, Miocene andesitic to basaltic flows and volcanoclastic rocks of the Caflazas Group have been intruded by Pliocene to Miocene granodiorite and monzonitic rocks of the Tabasara.

The Porphyry copper deposits in Panama are associated with calc-alkaline intrusives. Panama hosts two ‘world class’ mineralized systems at Cerro Colorado and at Petal Pine, each containing in excess of one billion tons of mineralized rock.

At Cerro Chorcha the main area of interest occurs within a composite intrusion, consisting of diorite, quartz diorite, and lesser amounts of monzodiorite. Small bodies and dykes of quartz feldspar porphyry and mafic dykes cut the various intrusive phases and are considered to be post-mineral.

 9

The Cerro Chorcha project contains porphyry copper mineralization with related gold and some reported molybdenum. Oxide and hypogene copper zones are present.

Distal 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.

There is a strong structural component to the more or less east-west trending mineralized body which is cut by conjugate NE-SW and NW-SE trending faults.

By analogy with the Cerro Colorado porphyry copper deposit only 35 km to the ESE it is thought that the porphyry copper mineralization at Cerro Chorcha is between three and five million years 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 occur at the main Cerro Chorcha zone (the Guariviara Zone) over an area measuring 1.1 kilometers by 500 meters.

Much of the mineralization is structurally controlled and is related to quartz-magnetite sulphide veining and stockwork zones within the intrusive 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.

Minerals encountered in the hypogene zone consist of magnetite, chalcopyrite, pyrite, bornite and minor sphalerite and molybdenite. Only minor supergene mineralization has been observed.

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 7036 in.

ASARCO Exploration Company of Canada Ltd. discovered the Guariviviara 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.

In the period 1990 to 1992 Consultores Geologicos S.A. obtained a concession and confirmed the importance of the zone discovered by ASARCO.

In 1993 the original concession was grouped together in a land package measuring 24,350 ha in an agreement between Consultores Geologicos and GeoRecursos International S.A. and the concession was transferred to Geo-Minas, S.A.

During 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.

In the period 1994 and 1995 GeoRecursos International S.A. and Arlo Resources (Arlo) expanded the grid, performed geochemical, geological, and magnetic surveys and regional prospecting work.

GeoRecursos and Arlo completed 27 helicopter-supported diamond drill holes on the Guariviara Zone for a total of 5,765metres.

 10

During 1997 and 1998 Cyprus Minera de Panama (Cyprus) obtained an option on the property. Cyprus expanded the grids, refined the geology of the deposit, mapped and sampled outlying zones, conducted airborne radiometric and magnetic surveys and drilled nine diamond drill holes for a total of 1271 meters. Cyprus left Panama and the concession remained dormant, finally being officially cancelled April 15, 2004.

Following approval of the new Chorcha mineral concession Cuprum and Belhaven undertook the construction of the Chorcha exploration camp and conducted a short program of geologic mapping and one-meter channel samples were collected from several zones of structurally-controlled quartz-magnetite stock work that appears to host the high-grade copper-gold-silver mineralization. Reported grades within the stock work zone, returned a total of 61 meters at an average grade of 1.89% Cu, 1.44 g/t Au, and 23.28 g/t Ag.

Based upon exploration work on the Cerro Chorcha, Bellhaven and the Company have procured a technical report on the property which was prepared in compliance with the National Instrument (NI) 43-101, “Standards of Disclosure For Mineral Projects” adopted by Canadian securities regulatory authorities. However, 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, to designate reserves under the Industry Guide 7 of the U.S. Securities and Exchange Commission a final or bankable feasibility study is required. Accordingly, while Bellhaven, Cuprum and the Company have used the NI 43-101 report in their evaluation of the property, they are not claiming or asserting any reserves for the Cerro Chorcha and it must be considered as an exploration property without any known resources. The proposed program for the Cerro Chorcha is exploratory in nature.

Unless changes are required, the final two phases of a three phase program of geologic investigation will be conducted. Apart from direct geologic work, each phase of the program includes the funding of some social program with the local indigenous groups.

Phase 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.

A contract with Cabo Drilling Corp. (Cabo), of Vancouver, B.C. Canada was signed to perform the drill program on March 14, 2007. In preparation for the drill program, the Company built drill pads and fuel storage facilities. The 3,600-meter drill program was commenced in June 2007 and concluded in November 2007 with eleven drill holes and 3,615.8 meters have been drilled with encouraging results.

The drill program of 3,615.8 meters, 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 stock work 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 stock work zones.

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 an upcoming 10,000-meter drill program to begin if and when the Company is permitted to continue its exploration activities on the project as a form of settlement of the arbitration process mentioned above.

The previous drill program gives better context to the probable continuity of higher grade stock work 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 will be investigated by field crews to develop drill targets for the next tentative drill program. The updated NI-43-101 report, which was published in August 2008, will serve as the basis for the next 10,000-meter drill program planned for 2017 or later, depending on the Company’s success in negotiations with the Panamanian government or the outcome of arbitration mentioned throughout this report. The purpose of the next 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 deposit.

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Phase Two will 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.  

Phase Three will concentrate on the completion of a bankable feasibility study by conducting the appropriate meters of drilling necessary to complete this task. Further details of Phase Three including the estimated costs will not be available until Phase Two has been completed or until significant results of the Phase Two have been assessed.

Throughout the exploration all samples will be prepared and analyzed by an independent 1S0 certified laboratory.

The exploration work on the Cerro Chorcha project is supervised by Michael D. Druecker, Ph.D., P.Geo a Qualified Person as defined in NI 43-101. Mr. Druecker has verified that trench and drill results have been accurately summarized from the official assay certificates provided to the Company.

The Company’s drilling sampling procedures follow the Exploration Best Practices Guidelines outlined by the Mining Standards Task Force and adopted by the Toronto Stock Exchange. Samples have been analyzed by ICP (inductively coupled plasma/mass spectrometry), and gold analysis has been by fire assay with gravimetric finish on a 30gram split.

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

The outstanding legal status of the project and the Company’s financial condition will further delay the Company’s ability to fund the commencement of Phase Two and the Company’s operations. The Company plans to fund operations including Phase Two 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.

Panamanian Regulations

The operations being conducted on the Cerro Chorcha project by Cuprum are subject to the supervisory and administrative laws of Panama which govern mining activities. In addition, these activities are governed by the terms and conditions of the exclusive mineral exploration agreement between Cuprum and the Regional Congress of the NoKaibo Region, the Chief of the NoKaibo Region and the Local Congress of the Kanicintti District of the NoKaibo Region as set out above. The major Panamanian statutes applicable to these operations are the “Code of Mineral Resources,” the “General Corporation Law” and the “General Environmental Law.” The Company is in compliance with all current regulations pursuant to the General Corporation Law and Code of Mineral Resources in Panama. Other than remining in compliance with such regulations, the Company is not subject to any adverse effects pursuant to the current or probable government regulations.

Environmental Issues

Although our mineral activities are outside the United States of America 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.

SEC Reporting Obligations

In 2012 and 2016, the Company’s registration of securities was revoked by the Securities and Exchange Commission (“SEC”) due to the Company’s delinquent status of their reporting of its financial information. In October 2016, the Company filed a Form 10 Registration Statement with the SEC. The Company anticipates remaining current with its reporting obligations going forward.

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Plan of Operations

During the 12-month period commencing November 1, 2017, the Company will concentrate its efforts on the resolution of legal issues of the Panamanian copper project. We believe that it is doubtful that the Company will regain the concession. If the Company regains the concession, it would seek to resume operations and concentrate on the further exploration of the project. The Company 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. On December 26, 2016, the Company amended the LFA t. The LFA signed on December 26, 2016 includes the documentation executed in June 2015 with the addition of certain documentation which reflects the new legal firm engaged by the Company as a replacement of prior legal counsel included in the LFA dated June 18, 2015. The terms of the LFA allow for funding of up to approximately $6,000,000 of the Company’s litigation costs. In accordance with the LFA, the repayment of the legal costs advanced by Theriim shall be 2.5 times of the amount funded to the Company if the Company receives a monetary award, as a result of the arbitration process. In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium. The percentage to be shared shall be determined by the amount of the award as follows; (i) 0% of any award collected up to $70,000,000; (ii) 25% to 35% of any award collected above $70,000,000 up to $100,000,000; (iii) 10% to 25% of any award collected above $100,000,000 up to $300,000,000; and (iv) 2% to 4% of any award collected above $300,000,000. 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. 

In the event the Company is able to recover 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 operations and there can be no assurance that such capital will be available to the Company.

As discussed in this Form 10, the Company does not expect to recover its Mineral Concession from the Republic of Panama through the legal process. The Company’s proposed operations in the case that the Cerro Chorcha project is not recovered, is to seek out new mining projects. The Company’s full time operations at that point, would consist of exploring and evaluating new and existing mining opportunities throughout the world but preferably in the United States.

Competition

In the event we recover the Panama concession, we would face competition from other copper mining and producing companies around the world from companies that are more established and better capitalized.  

With respect to seeking new mining projects, we would face competition from larger, more established and better capitalized companies seeking profitable projects around the world.

Personnel

The Company presently employs 2 full-time employees, Pinchas Althaus, the Chief Executive Officer, and Diego Roca, the Chief Financial Officer.

Item 1A. Risk Factors

This Registration Statement 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 Reform Act of 1995, which provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. In addition, the 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 not limited to, the following:

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

We are involved in the business of locating, acquiring, exploring, developing and operating mineral prospects and properties and have no present revenue producing operations. In the event, that we resolve our legal issues in Panama, the Company will require approximately $8,000,000 to resume exploration activities and operations. 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.

WE HAVE NO PRESENT SOURCE OF REVENUE AND ARE DEPENDENT UPON RAISING ADDITIONAL CAPITAL TO FINANCE CONTINUING OPERATIONS.

We have no present 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 $500,000 for the 12 months commencing February 1, 2017. Under our present program, it will likely be several years before we develop any revenue, even if our mineral exploration program is successful, of which there is no assurance.

THE MINERAL INDUSTRY IS SUBJECT TO INTENSIVE AND INCREASING GOVERNMENTAL REGULATION WHICH MAY ADVERSELY AFFECT OUR OPERATIONS.

All 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, health and safety matters. The operations to be 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.

WE WILL BE DEPENDENT UPON THE SERVICES OF OTHERS IN OUR MINERAL OPERATIONS.

We will be dependent upon the services of others, including independent third parties in our exploration, development and mining operations. Our activities will be limited to supervision of and raising capital for the mineral activities. This diminished control over daily activities may adversely affect our operations.

WE HAVE NO PRESENT ESTABLISHED ECONOMIC ORE RESERVES AND NO ASSURANCE WE CAN DEVELOP ANY.

There are no established economic ore reserves on the Cerro Chorcha project. There is no assurance that we will be able to develop any such reserves; or that, if reserves are developed, we will be able to mine them profitability, due to insufficient capital or otherwise.

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

Our 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. Eventually, at 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.

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MINERAL MARKET PRICES ARE SUBJECT TO FLUCTUATIONS WHICH MAY ADVERSELY EFFECT OUR OPERATIONS.

If we are successful in developing any mineral properties, our ability to operate at a profit will be dependent on the then existing market price of the involved mineral. Declines in the market prices of the involved mineral may render reserves containing relatively low grades of ore uneconomic to exploit, and we may be required to discontinue exploration, development or mining on the properties, or write down our assets. We cannot predict the future market price of minerals and we may not be able to survive in a declining market situation.

WE HAVE NO ASSURANCE THAT WE WILL RECOVER THE CERRO CHORCHA CONCESSION OR RECEIVE ANY MONETARY COMPENSATION.

In March 2013, the Panamanian government passed legislation that annulled existing mining concessions in the area encompassing Cerro Chorcha.  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. The Company will concentrate its efforts on the resolution of this and other legal issues mentioned in this report, of the Panamanian copper prospect in order to resume operations and concentrate on the further exploration of the project. There is no assurance that the Company will be successful in resolving such legal issues and that the Cerro Chorcha Concession Agreement will not be canceled.

WE MAY NOT BE SUCCESSFUL OR RECOVER ANY AMOUNT IN ARBITRATION WITH THE REPUBLIC OF PANAMA.

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.

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

● Panama’s actions 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

● Panama’s actions breached its obligations under Article II of the U.S.-Panama BIT to accord fair and equitable treatment to Dominion with respect to its investment in Cerro Chorcha.

There can be no assurance that it will be successful, recover any amount or recover the concession.

IF WE FAIL IN ARBITRATION THE COMPANY IS UNLIKELY TO BE ABLE TO CONTINUE AS A GOING CONCERN.

While the Company believes that it has a strong case and high likelihood of success, there may be certain risks involved should it ultimately not prevail in the arbitration.  If Panama prevails in the arbitration, the Tribunal is likely to award Panama a significant portion or all of its arbitration costs, which will normally include legal fees, arbitrator fees, and other direct out-of-pocket costs such as hearing venue expenses, witness accommodations, and the like.  As the named party in the dispute, the Company would be liable for any such fees that the Tribunal may award to Panama. In such event, paying such award to Panama would require the Company to raise capital to meet this obligation, of which there can be no assurance as the Company would no longer have a viable project to fund. As a result, a loss in the arbitration would likely result in the Company no longer being a going concern.

 15

THE CERRO CHORCHA PROSPECT IS AN EXPLORATION PROSPECT WITHOUT ESTABLISHED RESERVES.

The Cerro Chorcha property is an exploration prospect without any established reserves. We have relied, in part, on various pre-feasibility studies conducted prior to our acquisition of Cuprum. These are significant risks involved in so relying on results of a pre-feasibility study, including:

● The limited amount of drilling work underlying the study;

● Any process testing done is limited to small pilot plants and/or bench scale testing;

● There are normally difficulties obtaining expected metallurgical recoveries when you are scaling up to production scale from a pilot plant;

● The preliminary nature of the sine and processing concepts;

● The lack of accuracy in preliminary cost estimates;

● The actual metallurgical recoveries made; and

● The history of pre-feasibility studies of typically underestimating “vital” and operating costs.

THE CERRO CHORCHA PROJECT INVOLVES A LARGE EXPLORATION PROPERTY IN AN ISOLATED UNDEVELOPED AREA REQUIRING LARGE TIME EFFORT AND CAPITAL EXPENDITURES.

The Cerro Chorcha property is a large exploration prospect located in an isolated undeveloped area. The exploration program will require the expenditure of large amounts of capital over a period of several years. If the results of the initial exploration work are satisfactory, we will 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, we will then be faced with the necessity to complete the planning for the development of the property to the extent necessary to support a final or bankable feasibility study. During this period, we will be subject to the potential adverse impact of factors beyond our control on the project; i.e., the decline in the price of the targeted mineral.

BECAUSE WE ARE CLASSIFIED AS A SHELL COMPANY, INVESTORS MAY NOT RELY UPON EXEMPTIONS FROM REGISTRATION PROVIDED BY RULE 144 UNLESS AND UNTIL CERTAIN RESTRICTIONS ARE COMPLIED WITH.

Rule 144 provides a safe harbor for the public resale of restricted and control securities if a number of conditions are met. Restricted securities are securities acquired in unregistered, private sales from the issuing company or from an affiliate of the issuer. Control securities are those held by an affiliate of the issuing company.

Because we are a shell company as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, investors may not rely upon Rule 144 to sell their shares unless and until: we have ceased being a shell company; we are subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; we have filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act during the preceding 12 months.

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Item 2. Financial Information

Results of Operations for the three months ended June 30, 2017 and 2016

The following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the three months ended June 30, 2017 and 2016.

	Three Months Ended			Three Months Ended
	June 30,  2017			June 30, 2016
Statement of Operations
Revenue	$	—		$	—
Net Loss		(158,278	)		(172,065	)
Net Loss Per Share	$	(0.00	)	$	(0.00	)

Revenue and Gross Profit

During the three months ended June 30, 2017 and 2016 the Company had no revenue, no costs affiliated with earning revenue and gross profit for the three months ended June 30, 2017 and 2016 was $0.

Operating Expenses

Operating expenses for the three months ended June 30, 2017 and 2016 consisted primarily of compensation to officers of $143,750.  Other operating expenses for the three months ended June 30, 2017 and 2016 consisted of general and administrative expenses of $2,938 and $16,725, respectively.  General & administrative expenses consisted of travel, transfer agent, office, telephone, internet and supplies expense to support the day to day operations.  

Loss from Operations

Loss from operations for the three months ended June 30, 2017 and 2016 was $146,688 and $160,475, respectively. The losses for the three months ended June 30, 2017 and 2016 were primarily attributable to the officer compensation and general and administrative expenses described above of $146,688 and $160,475, respectively.

Net Loss

Net loss from operations for the three months ended June 30, 2017 and 2016 was $158,278 and $172,065, 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.

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Results of Operations for the six months ended June 30, 2017 and 2016

The following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the six months ended June 30, 2017 and 2016.

	Six Months Ended			Six Months Ended
	June 30,  2017			June 30, 2016
Statement of Operations
Revenue	$	—		$	—
Net Loss		(315,158	)		(328,360	)
Net Loss Per Share	$	(0.00	)	$	(0.00	)

Revenue and Gross Profit

During the six months ended June 30, 2017 and 2016 the Company had no revenue, no costs affiliated with earning revenue and gross profit for the three months ended June 30, 2017 and 2016 was $0.

Operating Expenses

Operating expenses for the six months ended June 30, 2017 and 2016 consisted primarily of compensation to officers of $287,500.  Other operating expenses for the six months ended June 30, 2017 and 2016 consisted of general and administrative expenses of $4,477 and $17,679, respectively.  General & administrative expenses consisted of travel, transfer agent, office, telephone, internet and supplies expense to support the day to day operations.  

Loss from Operations

Loss from operations for the six months ended June 30, 2017 and 2016 was $291,977 and $305,179, respectively. The losses for the six months ended June 30, 2017 and 2016 were primarily attributable to the officer compensation and general and administrative expenses described above of $291,977 and $305,179, respectively.

Net Loss

Net loss from operations for the six months ended June 30, 2017 and 2016 was $315,158 and $328,360, 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.

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Liquidity and Capital Resources

Cash and Working Capital

As of June 30, 2017 and December 31, 2016, we had a working capital deficit of $6,592,531 and $6,277,373, respectively.  Our current liabilities as of June 30, 2017 and December 31, 2016 of $6,592,531 and $6,277,373, respectively, exceeded our current assets as of June 30, 2017 and December 31, 2016 of $0.  We had an accumulated deficit of $42,600,930 and 42,285,772 on June 30, 2017 and June 30, 2016, respectively.  

We had a cash balance of $0 on June 30, 2017 and December 31, 2016, respectively.  Net cash used for operating activities for the three months ended June 30, 2017 and 2016 was $53,749 and $33,492, respectively. The net loss for the six months ended June 30, 2017 and 2016 was $315,158 and $328,360, respectively. Cash used in operating activities was for compensation, professional fees and general and administrative expenses.

Net cash provided by all financing activities for the six months ended June 30, 2017 and 2016 was $53,749 and $33,582, respectively. This consisted of $52,625 and $20,250 for the six months ended June 30, 2017 and 2016, respectively, in proceeds from the litigation funding company recorded as a contingent liability.  For the six months ended June 30, 2017 and 2016, we had net cash flows of $0 and $90, respectively.

Results of Operations for the years ended December 31, 2016 and 2015

The following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the years ended December 31, 2016 and 2015, and the Balance Sheet data of the Company as of December 31, 2016 and 2015.

	Year Ended			Year Ended
	December 31, 2016			December 31, 2015
Statement of Operations
Revenue	$	—		$	—
Net Loss		(649,337	)		(641,568	)
Net Loss Per Share	$	(0.01	)	$	(0.01	)
Balance Sheet
Total Assets	$	—		$	64
Total Liabilities		6,214,998			5,657,220
Shareholders’ Deficit		(6,214,998	)		(5,657,156	)

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Revenue and Gross Profit

During the years ended December 31, 2016, and 2015 the Company had no revenue, no costs affiliated with earning revenue and gross profit for the years ended December 31, 2016 and 2015 was $0.

Operating Expenses

Operating expenses for the year ended December 31, 2016 and 2015 consisted primarily of compensation to officers of $575,000. Other operating expenses for the year ended December 31, 2016 consisted of professional fees and general and administrative expenses of $8,500 and $10,355, respectively. For the year ended December 31, 2015, professional fees and general and administrative expenses incurred were $7,490 and $12,715, 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.

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Loss from Operations

Loss from operations for the year ended December 31, 2016 and 2015 was $593,855 and $595,205, respectively. The losses for the years ended December 31, 2016 and 2015 were primarily attributable to the officer compensation, professional fees and general and administrative expenses described above of $593,854 and $595,205, respectively.

Net Loss

Net loss from operations for the years ended December 31, 2016 and 2015 was $649,337 and $641,568, 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.

Liquidity and Capital Resources

Cash and Working Capital

As of December 31, 2016 and 2015, we had a working capital deficit of $6,214,998 and $5,657,156, respectively.  Our current liabilities as of December 31, 2016 and 2015 of $6,124,998 and $5,657,220, respectively, exceeded our current assets as of December 31, 2016 and 2015 of $0 and $64, respectively.  We had an accumulated deficit of $42,285,772 and $41,636,435 on December 31, 2016 and 2015, respectively.  

We had a cash balance of $0 and $64 on December 31, 2016 and 2015, respectively.  Net cash used for operating activities for the year ended December 31, 2016 and 2015 was $65,708 and $57,324, respectively. The net loss for the year ended December 31, 2016 and 2015 was $649,337 and $641,568, respectively. Cash used in operating activities was for compensation, professional fees and general and administrative expenses.

Net cash obtained through all financing activities for the year ended December 31, 2016 and 2015 was $65,644 and $57,309, respectively. This consisted of $20,000 and $62,375 in proceeds from the sale of a convertible promissory note and the proceeds received for the contingent liability recorded from the litigation funding company, less the repayment of loans to officers in the amount of $16,731, respectively, during the year ended December 31, 2016 and $46,000 and $11,309 in proceeds from the sale and issuance of common stock and from loans obtained from officers, respectively, during the year ended December 31, 2015.  For the year ended December 31, 2016 and 2015, we had net cash flows of $(64) and $(15), respectively.

Financings and Sources of Liquidity

For the years ended December 31, 2016 and 2015, we issued 1,941,333 and 3,066,667 shares of the Company’s common stock to an investor for $29,120 and $46,000, respectively.

Over the next 12 months, we plan to continue to fund our operations through the sale of common stock, common stock warrants, convertible promissory notes or a combination thereof.

Convertible Promissory Note in Default

On November 27, 2009, Dominion Minerals Corp. (the “Company”) entered into and closed on a Convertible Loan Agreement (the “Loan Agreement”) to sell to non-US persons the convertible note due 2010 (the “Note”) in the aggregate principal amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with a term of one year and an exercise price of $0.15 per share for a total purchase price of $2,000,000.  

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The Note matures one year after the date of issuance. The Note pays interest at a rate of 3-Month LIBOR plus 2.0% per annum, which is payable at maturity, and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the “Conversion Price”). The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Company’s Common Stock, or in the event of the Company’s consolidation, merger or reorganization. In the event of a conversion, accrued interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding principal due under the Notes upon a three business day notice.

The Company’s obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., a corporation organized under the laws of the Republic of Panama (“Cuprum”), owned by the Company pursuant to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum.

On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of 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 $34,209 for the nine months ended September 30, 2016 and 2015. As of September 30, 2016 and December 31, 2015, the total amount due for the Convertible Note payable is $2,311,759 and $2,277,550, respectively.

Item 3. Description of Property.

The Company has no material physical properties and no assets. 

Our present office facilities consist of an office share arrangement at 410 Park Avenue, 15th Floor, New York, New York 10022. As our activities expand, we will lease appropriate space in the New York City area for our administrative offices.

Item 4. 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 as of December 12, 2016:

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)	17 State Street, Suite 4000
	New York, NY  10004
Series A	Investment Group (3)		100 Shares	(4)		50	%		50	%
Preferred Stock(1)	17 State Street, Suite 4000
	New York, NY  10004
Common Stock	Pinchas Althaus		8,750,000	(2)		8.79	%		41.75	%
	17 State Street, Suite 4000
	New York, NY  10004
Common Stock	Investment Group (3)		25,916,090	(4)		26.04	%		45.21	%
	17 State Street, Suite 4000
	New York, NY 10004
Common Stock	Michael Bernard Silver		13,066,667	(5)		13.13	%		13.13	%
	100 Westminister Bridge Road
	London, UK SE1 7XB

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(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%; Avi Schnur, who had no prior relationship with the Company is the control person of Reytalon, Ltd.;
(b)	Talromit Financial Holdings, Ltd., 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;
(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.

(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.

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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 December 12, 2016:

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(1)	410 Park Avenue, 15th Floor
	New York, NY  10022
Series A	Chaim Lebovits		20 Shares	(1)		10	%		10	%
Preferred Stock(1)	410 Park Avenue, 15th Floor
	New York, New York 10022
Common Stock	Pinchas Althaus		8,750,000			8.62	%		41.72	%
	410 Park Avenue, 15th Floor
	New York, NY  10022
Common Stock	Chaim Lebovits		6,383,218	(1)		6.29	%		9.26	%
	410 Park Avenue, 15th Floor
	New York, New York 10022
Common Stock	Diego Roca		3,550,000			3.50	%		3.50	%
	410 Park Avenue, 15th Floor
	New York, NY 10022
Common Stock	All Officers and Directors of		18,683,218			18.42	%		54.48	%
	The Company as a Group (5
	Persons)

(1) Includes shares beneficially owned through Mr. Lebovits’ ownership interests in ACC Holdings International Ltd’s ownership of the common stock of the Company.

Item 5. Directors, Executive Officers and Significant Employees.

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

Name	Age	Position
Pinchas Althaus	43	President, Chief Executive Officer and Director
Diego Roca	50	Executive Vice-President, Chief Financial Officer, Treasurer, and Director
Chaim Lebovits	45	Director
Chaim Schiff	43	Director

Pinchas Althaus has served as a director and as the President of the Nevada Subsidiary since March of 2006. He has been a director and President of the Company since February of 2007. From October 2004 to April of 2006 he was employed as the Chief Operating Officer for Golden River Resources, a mining and mineral exploration company of Melbourne, Australia. From February through October of 2004, he was employed as the Director of Business Development for Golden River Resources. From February of 2003 through December of 2003, he served as the Director of Business Development for Tahera Diamond Corporation of Toronto, Canada. From February of 2000 to February of 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. Mr. Althaus’ prior experience in the mining sector and his role as a founder of the current Company earned him the position as a director of the Company.

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Diego E. Roca served as a director and the Chief Financial Officer, Executive Vice President and Treasurer of the Nevada Subsidiary from May of 2006 on a 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 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 and he was the Chief Financial Officer and a Director of Codesmart Holdings, Inc. from October 31, 2013 to April 23, 2014. Mr. Roca received a Bachelor of Science degree in Accounting from Queens College in 1991. Mr. Roca’s experience as a financial manager and administrator in publicly traded companies earned him the position as a director in the Company.

Chaim Lebovits has served as the Company’s President and a director since July 30, 2008.  For over 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 company which has been involved actively in offshore E&P projects in West Africa and Israel. Mr. Lebovits has served on the board of several 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.

Chaim Schiff has served as a board member of the Company since 2010. Mr. Schiff is an Executive Vice President at ACC Holdings since 2008 and has served as a member of the board of directors of Shemen Oil and Gas Resources, an Israeli public company. Prior to joining ACC Holdings, Mr. Schiff was a partner at Ickovics, Neustadter & Co., a Tel Aviv boutique law firm. There are no family relationships between any of the directors, officers or 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.

Item 6. Executive Compensation.

The following table sets forth the remuneration earned during the years ended December 31, 2016 and December 31, 2015 to persons who were during that year or now are officers and directors of the Company by the Company and/or any of its subsidiaries. Due to the Company’s financial condition, Mr. Althaus, Mr. Roca and the Company mutually agreed to defer compensation until the Company’s financial condition improves. The footnote below the table provides a reconciliation of amounts earned to amounts received by the two executive officers of the Company. 

Name and Principal Position	Year		Salary (1) ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non- Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Totals (1) ($)
Pinchas Althaus Chief Executive Officer		2015	$	350,000		—		—		—		—		—		—	$	350,000
		2016		350,000		—		—		—		—		—		—		350,000
Diego E. Roca		2015	$	225,000		—		—		—		—		—		—	$	225,000
Chief Financial Officer		2016		225,000		—		—		—		—		—		—		225,000

(1) Includes deferred amounts of $335,500 and $330,500 for Mr. Althaus for the years ended 2016 and 2015, respectively. Actual remuneration received by Mr. Althaus for the years ended 2016 and 2015 are $14,500 and $19,500, respectively.

Includes deferred amounts of $198,531 and $224,359 for Mr. Roca for the years ended 2016 and 2015, respectively. Actual remuneration received by Mr. Roca for the years ended 2016 and 2015 are $26,469 and $641, respectively.

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Employment Agreements

On 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. The Employment Agreement renews annually for a one-year period, unless the Company or Executive terminate such agreement. Therefore, the Employment Agreement is in effect based on the automatic one-year 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. Since 2009, 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.

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. The Employment Agreement renews annually for a one-year period, unless the Company or Executive terminate such agreement. Therefore, the Employment Agreement is in effect based on the automatic one-year 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. Since 2009, 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.

Item 7. Certain Relationships and Related Transactions, and Director Independence

Information is set forth in this Item as to any transaction during the three years ended September 30, 2016 to which the Company or its subsidiaries was a party and in which any officer, director of the Company or any holder of more than 10% of any class of its stock had or is to have a material interest.

During the period beginning January 1, 2013 to the year ended December 31, 2015, the Chief Executive Officer and the Chief Financial Officer made loans to the Company in the amount of $4,033 and $12,698, respectively. During the nine months ended September 30, 2016, the Company repaid the total amount of the loans.

Item 8. Legal Proceedings.

Neither the Company or the Nevada Subsidiary nor any of their property is a party or subject to any pending legal proceeding. The Company is not aware of any contemplated or threatened legal proceeding against it or the Nevada Subsidiary by any governmental authority or other party.

As discussed in 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.-Panama Bilateral Investment Treaty (“U.S.-Panama 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 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.

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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. In December 2016, the Company amended the LFA. The LFA signed on December 26, 2016 contains the identical documentation as executed in June 2015 with the addition of an amendment which reflects new counsel engaged by the Company as a replacement of prior legal counsel included in the LFA dated June 18, 2015. The terms of the LFA allow for funding of up to approximately $6,000,000 of the Company’s litigation costs. In accordance with the LFA, the repayment of the legal costs advanced by Theriim shall be 2.5 times of the amount funded to the Company if the Company receives a monetary award, as a result of the arbitration process. In addition, the Company will be required to share a percentage of any amount awarded to the Company with Therium. The percentage to be shared shall be determined by the amount of the award as follows; (i) 0% of any award collected up to $70,000,000; (ii) 25% to 35% of any award collected above $70,000,000 up to $100,000,000; (iii) 10% to 25% of any award collected above $100,000,000 up to $300,000,000; and (iv) 2% to 4% of any award collected above $300,000,000.

Item 9. Market Price of and Dividends on the Company’s Equity and Related Shareholder Matters.

The Company’s common stock is currently not quoted. Therefore, there has been no trading activity of the Company’s common stock for the periods included in the table below.

The number of record holders of our common stock at October 20, 2016 was 137. Additional owners of the common stock hold their shares in street name with a brokerage firm and a depository firm.

The 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 stock. We have never had any material earnings and do not presently have any 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.

Item 10. Recent Sales of Unregistered Securities.

The following are the Company’s sales of unregistered securities since February 22, 2014:

1.(a) On February 22, 2014 the Company sold 10,000,000 shares of its common stock.

(b) No person acted as a principal underwriter for the sale of these securities. The Company’s common stock was offered directly by the Company through its officers and directors. The common stock was sold to five “accredited investors.“

(c) The 10,000,000 shares were sold for cash at $0.01 per share for a total of $100,000. No underwriting discounts, commissions or acquisition costs were paid on the sale.

(d) In the issuance of these shares of its common stock, the Company relied upon the exemption from the registration requirements of Section 5 of the Securities Act provided in Section 4(2) of the Securities Act and by Regulation D adopted under the Securities Act. These shares were issued as restricted securities and a legend denoting the restrictions on their transferability under the Securities Act was placed upon the certificates issued to represent the shares.

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2.(a) On January 15, 2015 the Company sold 3,066,667 shares of its common stock.

(b) No person acted as a principal underwriter for the sale of these securities. The Company’s common stock was offered directly by the Company through its officers and directors. The common stock was sold to five “accredited investors.“

(c) The 3,066,667 shares were sold for cash at $0.015 per share for a total of $46,000. No underwriting discounts, commissions or acquisition costs were paid on the sale.

(d) In the issuance of these shares of its common stock, the Company relied upon the exemption from the registration requirements of Section 5 of the Securities Act provided in Section 4(2) of the Securities Act and by Regulation D adopted under the Securities Act. These shares were issued as restricted securities and a legend denoting the restrictions on their transferability under the Securities Act was placed upon the certificates issued to represent the shares.

Item 11. Description of the Company’s Securities.

The authorized and outstanding capital of the Company consists of 700,000,000 shares of $.0001 par value common stock and 5,000,000 shares of $.0001 par value preferred stock. As of October 24, 2017, there were 101,453,678 outstanding shares of common stock and 200 shares of Series A, preferred stock, outstanding.

Under applicable Delaware law and its Articles of Incorporation, the Company’s Board of Directors may issue additional shares of its stock up to the total amount of authorized Common and/or Preferred Stock without approval of its shareholders.

Information is set forth in the following subsections concerning the common stock, the preferred stock and outstanding options, warrants, subscriptions and rights to purchase shares of its common stock in general.

Common Stock

The shares of common stock currently outstanding are fully paid and non-assessable. The holders of common stock do not have any preemptive rights to acquire shares of any capital stock of the Company. In the event of liquidation of the Company, assets then legally available for distribution to the holders of common stock (assets remaining after payment or provision for payment of all debts and of all preferential liquidation payments to holders of any outstanding Preferred Stock) will be distributed in pro rata shares among the holders of common stock and the holders of any outstanding Preferred Stock with liquidation participation rights in proportion to their stock holdings.

Each stockholder is entitled to one vote for each share of common stock held by such shareholder.

Holders of common stock are entitled to dividends when, and if, declared by the Board of Directors out of funds legally available therefore; and then, only after all preferential dividends have been paid on any outstanding Preferred Stock. The Company has not had any earnings and it does not presently contemplate the payment of any cash dividends in the foreseeable future.

The Company’s common stock does not have any mandatory redemptive provisions, sinking fund provisions or conversion rights.

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Preferred Stock in General

The preferred stock of the Company may be issued from time to time by the board of directors in one or more series. The description of shares of each series of preferred stock will be set forth in resolutions adopted by the board of directors and a Certificate of Designation to be filed as required by Delaware law prior to issuance of any shares of the series. The Certificate of Designation will set the number of shares to be included in each series of preferred stock and set the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distribution, qualifications, or terms and conditions of redemption relating to the shares of each series. However, the board of directors is not authorized to change the right of the common stock to vote one vote per share on all matters submitted for shareholder action. The authority of the board of directors with respect to each series of preferred stock includes, but is not limited to, setting or changing the following:

● The designation of the series and the number of shares constituting the series, provided that the aggregate number of shares constituting all series of preferred stock may not exceed 5,000,000;

● The annual distribution rate on shares of the series, whether distributions will be cumulative and, if so, from which date or dates;

● Whether the shares of the series will be redeemable and, if so, the terms and conditions of redemption, including the date or dates upon and after which the shares will be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

● The obligation, if any, of the Company to redeem or repurchase shares of the series pursuant to a sinking fund;

● Whether shares of the series will be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

● Whether the shares of the series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of the voting rights;

●    The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company; and

● Any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to the series which may be authorized or permitted under Delaware law.

The shares of preferred stock of any one series will be identical with each other in all other respects except as to the dates from and after which dividends thereon will cumulate, if the dividend is cumulative.

Currently, the Company has designated Series A, preferred stock. 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 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

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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.

Outstanding Options, Warrants or Subscriptions.

The Company has four outstanding Convertible Promissory Notes in total principal amount of $75,000 that are convertible at the option of the holder into a total of 7.5% of the total shares issued and outstanding of the Company’s common stock, on or prior to their respective maturity dates. The Convertible Promissory Notes are currently in default status. The Company is currently negotiating with each Note Holder terms for an additional extension period. The Convertible Promissory Notes do not grant any additional rights to the Note Holders while in default status. The Company does not anticipate any material change in the terms of the Convertible Promissory Notes as a result of the extension that is negotiated

The Company has one outstanding Convertible Promissory Note, which as of June 30, 2017, had a balance in the amount of $2,311,759, which included principal and interest and was convertible at a rate of $0.15 per share. The maturity date of the Note was November 29, 2010 and the right to convert the Note by the investor expired on the date of maturity. The Note is currently in default. The Company has claimed a “force majeure” pursuant to the terms of the Note, due to the series of events which transpired in the republic of Panama.

Rule 144 Restrictions on Resale 

We are currently considered a “shell company” within the meaning of Rule 12b-2 under the Exchange Act, in that we currently have nominal operations and nominal assets other than cash. Accordingly, the ability of holders of our common stock to re-sell their shares may be limited by applicable regulations. Specifically, the securities sold through this offering can only be resold through registration under the Securities Act of 1933, pursuant to Section 4(1) of the Securities Act, or by meeting the conditions of Rule 144(i) under the Securities Act.

Item 12. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of Delaware provides:

“(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened. pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys‘ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person‘s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person‘s conduct was unlawful.

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(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (inc1uding attorneys‘ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim. issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the ease, such person is fairly and reasonably entitled to indemnity for such expenses, which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claims, issue or matter therein, such person shall be indemnified against expenses (including attorneys‘ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsection A (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys‘ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined, that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys‘ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person‘s official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person‘s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation, as a director, officer. employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation it its separate existence had continued.

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(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall; unless otherwise provided when authorized, or ratified, continues to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation‘s obligation to advance expenses (including attorneys‘ fees).“

Article Eight of the Company’s Amended and Restated Certificate of Incorporation provides:

“EIGHT

The Corporation shall, to the fullest extent permitted by the DGCL (including, without limitation, Section 145 thereof), as the same entity be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under the DGCL. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those seek indemnification may be entitled whether as a matter of law, under any bylaw of the Corporation, by agreement, by vote of stockholders or disinterested directors of the Corporation or otherwise.“

ARTICLE VI of the Company’s Bylaws provides:

“ARTICLE VI

Indemnification of Directors and Officers

Section 1. General. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys‘ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 2. Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys‘ fees actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable or negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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Section 3. Indemnification in Certain Cases. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys‘ fees) actually and reasonably incurred by him in connection therewith.

Section 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (e) by the stockholders.

Section 5. Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall be ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 6. Rights Not Exclusive. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee Or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8. Definition of Corporation. For the purposes of this Article VI, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a, director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another, corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9. Definitions. For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article VI.“

 33

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Issuer pursuant to the foregoing provisions. The Issuer has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is therefore unenforceable.

 34

Item 13. Financial Statements and Supplementary Data

Dominion Minerals Corp. and Subsidiaries

Consolidated Balance Sheet

	June 30,			December 31,
	2017			2016
	(Unaudited)
Assets
Cash and cash equivalents	$	—		$	—
Total assets	$	—		$	—
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accrued liabilities	$	72,176		$	75,550
Convertible notes payable		2,423,968			2,400,787
Loans from officers		1,124			—
Compensation due to officers		3,980,263			3,738,661
Contingency payable		115,000			62,375
Total current liabilities	$	6,592,531		$	6,277,373
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Preferred stock, Voting Series I, $0.0001 par value; 5,000,000 shares authorized; 200 shares issued and outstanding as of June 30, 2017 and December 31, 2016		—			—
Common stock, $0.0001 par value; 700,000,000 shares authorized, 101,453,678 issued and outstanding as of June 30, 2017 and December 31, 2016		10,146			10,146
Additional paid-in capital		35,998,253			35,998,253
Accumulated deficit		(42,600,930	)		(42,285,772	)
Total shareholders’ equity		(6,592,531	)		(6,277,373	)
Total liabilities and shareholders’ equity	$	—		$	—

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

 35

Dominion Minerals Corp. and Subsidiaries

Consolidated Statements of Operations

	For the six			For the three			For the six			For the three
	months ended			months ended			months ended			months ended
	June 30,			June 30,			June 30,			June 30,
	2017			2017			2016			2016
Revenue	$	—		$	—		$	—		$	—
Cost of sales		—			—			—			—
Gross profit		—			—			—			—
Professional fees		—						—
Officer compensation		287,500			143,750			287,500			143,750
General and administrative expenses		4,477			2,938			17,679			16,725
Loss from operations		(291,977	)		(146,688	)		(305,179	)		(160,475	)
Other (expense) income
Non-operating (expense) income, net		—			—			—			—
Interest expense, net		(23,181	)		(11,590	)		(23,181	)		(11,590	)
Total other expense, net		(23,181	)		(11,590	)		(23,181	)		(11,590	)
Loss before provision for income taxes		(315,158	)		(158,278	)		(328,360	)		(172,065	)
Provision for income taxes		—			—			—			—
Net loss		(315,158	)		(158,278	)		(328,360	)		(172,065	)
Loss per share
Basic and diluted loss per share	$	—		$	—			—			—
Basic and diluted weighted average number of common shares		101,453,678			101,453,678			99,512,345			99,512,345

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

 36

Dominion Minerals Corp. and Subsidiaries

Consololidated Statements of Cash Flows

	For the six			For the six
	months ended			months ended
	June 30,			June 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(315,158	)	$	(328,360	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest		23,181			23,181
Changes in operating assets and liabilities:
Accrued liabilities		(3,374	)		(10,563	)
Compensation due to officers		241,602			282,250
Net cash used in operating activities		(53,749	)		(33,492	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans from officer (repayments to officers)		1,124			(12,668	)
Proceeds received from sale of convertible note		—			26,000
Proceeds received from Litigation Funding Contingency		52,625			20,250
Net cash provided by financing activities		53,749			33,582
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			90
CASH AND CASH EQUIVALENTS, beginning of the period		—			64
CASH AND CASH EQUIVALENTS, end of period		—		$	154
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year:
Interest paid	$	—		$	—
Income tax paid	$	—		$	—

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

 37

Dominion Minerals Corp. and Subsidiaries 

Notes to Financial Statements 

June 30, 2017

1. Nature of Business and Significant Accounting Policies

a. Nature of business – Dominion Minerals Corp. (“Company”) was incorporated 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. The current potential property under exploration is located in the Republic of Panama (“Panama”).

From September 2005 to November 2007, the Company changed its name 4 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.

b. Basis of presentation – The interim condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position as of June 30, 2017, the consolidated results of its operations for the three months ended and six months ended June 30, 2017 and 2016 and its consolidated cash flows for the six months ended June 30, 2017 and 2016. The results of operations for any interim period are not necessarily indicative of the results to be expected for the full fiscal year.

The interim condensed consolidated financial statements include the financial statements of the Company and its 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 Company is currently in a 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 to begin conducting mining operations.

Management has included all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented.

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 various accruals. Actual results could differ from those estimates.

d. 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. The Company has a cash balance of $0 as of June 30, 2017 and December 31, 2016, respectively, which is included in cash and cash equivalents.

e. 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 June 30, 2017 and December 31, 2016, the Company’s bank balances did not exceed government-insured limits.

The Company 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 political, economic and legal environments in Panama, and by the general state of their economies. The Company’s foreign operations are subject to specific considerations and significant risks not typically associated with companies in the United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. 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.

 38

Dominion Minerals Corp. and Subsidiaries 

Notes to Financial Statements 

June 30, 2017

f. Net loss per share – In accordance with ASC 260, Earnings Per Share, basic earnings/loss per common share (“EPS”) is computed by dividing net earnings/loss for the period by the weighted average number of common shares outstanding during the 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 additional common shares that would have been outstanding if the potential common shares had been issued and dilutive. The total amount of additional shares that would be added on a fully diluted basis at June 30, 2017 and 2016 is 45,201,990 shares of the Company’s common stock.

g. Income Taxes – The Company provides for income taxes under ASC 740 Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities using the enacted income tax rate expected to apply to taxable income in the period in which the deferred tax assets or liabilities are expected to be settled or realized. ASC 740 requires that a valuation allowance be established if necessary, to reduce the deferred tax assets to the amount that management believes is more likely than not to be realized. The provision for federal 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 income that is not taxable for federal income taxes, including permanent differences such as non-deductible meals and entertainment.

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 effect on the Company’s consolidated financial statements.

h. 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.

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 by using an option-pricing model,,that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. 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.

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.

 39

Dominion Minerals Corp. and Subsidiaries

Notes to Financial Statements

June 30, 2017

i. Recently Issued Accounting Pronouncements – The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

2. Going Concern

The Company has had no revenues or cash flows from operations. The Company has an accumulated deficit of $42,600,930 and $42,285,772 as of June 30, 2017 and December 31, 2016, respectively, 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 consolidated financial statements as a result of this uncertainty.

3. Convertible Note Payable and Short Term Loan

a. On November 27, 2009, Dominion Minerals Corp. (the “Company”) entered into and closed on a Convertible Loan Agreement (the “Loan Agreement”) to sell to non-US persons the convertible note due 2010 (the “Note”) in the aggregate principal amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.15 per share for a total purchase price of $2,000,000.

The Note matured one year after the date of issuance. The Note pays interest at a rate of 2.28% per annum, which is payable at maturity, and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the “Conversion Price”). The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Company’s Common Stock, or in the event of the Company’s consolidation, merger or reorganization. In the event of a conversion, accrued interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding principal due under the Notes upon a three business day notice.

The Company’s obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., a corporation organized under the laws of the Republic of Panama (“Cuprum”), owned by the Company pursuant to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum.

Warrants to purchase shares of Common Stock expired one year from the closing of the Note.

On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of 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 $22,806 as of June 30, 2017 and June 30, 2016. As of June 30, 2017 and December 31, 2016, the total amount due for the Convertible Note payable is $2,345,968 and $2,300,356, respectively.

 40

Dominion Minerals Corp. and Subsidiaries 

Notes to Financial Statements

June 30, 2017

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 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 Convertible Promissory Notes are currently in default status.  The Company is currently negotiating with each Note Holder terms for an additional extension period.  The Convertible Promissory Notes do not grant any additional rights to the Note Holders while in default status.  The Company does not anticipate any material change in the terms of the Convertible Promissory Notes as a result of the extension that is negotiated.  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 $375 for the six months ended June 30, 2017 and 2016. As of June 30, 2017 and December 31, 2016, the total amounts due for the Convertible Promissory Notes is $78,000 and $77,625, respectively.

4. Contingent Liability

On June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited (“Therium”), 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. The Company will be required to share a percentage of any amount awarded to the Company with Therium. In addition to the litigation costs funded, Therium has directly funded the Company certain operating expenses which shall be repaid under the same terms as the litigation costs funded by Therium. The Company has recorded such advances as a Contingent Liability. As of June 30, 2017 and December 31, 2016, Therium advanced the Company a total of $115,000 and $62,375 for operating expenses which the Company recorded as a Contingent Liability. The Company will only be required to repay such expenses in the event of an award to the Company.

5. Shareholders’ equity

The 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 June 30, 2017 and December 31, 2016, the Company has 101,453,678 shares of common stock outstanding and 200 shares of Series A preferred stock outstanding.

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 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

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.

 41

Dominion Minerals Corp. and Subsidiaries 

Notes to Financial Statements 

June 30, 2017

6. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences 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 June 30, 2017 and December 31, 2016 are as follows:

	June 30, 2017			June 30, 2016
Net operating loss	$	315,158		$	328,360
Adjustment for unpaid accrued salaries		(241,602	)		(282,250	)
Adjusted net operating loss		73,556			46,110
Effective income tax rate		40	%		40	%
Total deferred tax assets		29,422			18,444
Less: valuation allowance		(29,422	)		(18,444	)
Total deferred tax assets		—		$	—

The Company’s deferred tax assets as of June 30, 2017 and December 31, 2016 of $17,040,372 and $16,914,309, respectively, was fully offset by a valuation allowance, 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.

The reconciliation of the effective income tax rate to the federal statutory rate for the period ended June 30, 2017 and June 30, 2016 is as follows: 

	2017			2016
Federal income tax rate		34	%		34	%
State tax, net of federal benefit		6	%		6	%
Increase in valuation allowance		(40	)%		(40	)%
Effective income tax rate		—	%		—	%

The deferred tax assets result from net 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.

The Company’s last tax return submitted was for the year ended December 31, 2007. The Company’s tax returns for the years ended December 31, 2008 through 2016 are open for examination by the tax federal and state tax authorities.

 42

Dominion Minerals Corp. and Subsidiaries

Notes to Financial Statements

June 30, 2017

7. Commitments and contingencies – On December 1, 2007, the Company entered into Employment Agreements with its Chief Executive Officer and its Chief Financial Officer. The agreements have terms of five years and three years, respectively. The agreements are automatically renewed for one-year term unless the Company or Executive gives 90 days prior written notice to terminate the agreement.

8. 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.

9. Subsequent Events

For the purpose of the accompanying consolidated financial statements, subsequent events have been evaluated through the date these financial statements were issued.

On August 11, 2017, the Company sold a convertible promissory note in the amount of $5,500.

 43

Heaton & Company, PLLC

Kristofer Heaton, CPA	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To The Board of Directors and Stockholders of Dominion Minerals Corp. We have audited the accompanying consolidated balance sheets of Dominion Minerals Corp. (the Company) as of December 31, 2016 and 2015, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. 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 of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 financial position of Dominion Minerals Corp. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
240 N. East Promontory Suite 200 Farmington, Utah 84025 (T) 801.218.3523	/s/Heaton & Company, PLLC  Farmington, Utah  July 24, 2017
heatoncpas.com

 44

Dominion Minerals Corp. and Subsidiaries

Consolidated Balance Sheet

	December 31,			December 31,
	2016			2015
Assets
Cash and cash equivalents	$	—		$	64
Total assets	$	—		$	64
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accrued liabilities	$	75,550		$	81,434
Convertible notes payable		2,400,787			2,354,425
Loans from officers		—			16,731
Compensation due to officers		3,738,661			3,204,630
Contingency payable		62,375			—
Total current liabilities	$	6,277,373		$	5,657,220
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS‘ EQUITY (DEFICIT):
Preferred stock, Voting Series I, $0.0001 par value; 5,000,000 shares authorized; 200 shares issued and outstanding as of December 31, 2016 and December 31, 2015		—			—
Common stock, $0.0001 par value; 700,000,000 shares authorized, 101,453,678 and 99,512,345 issued and outstanding as of December 31, 2016 and December 31, 2015		10,146			9,952
Additional paid-in capital		35,998,253			35,969,327
Accumulated deficit		(42,285,772	)		(41,636,435	)
Total shareholders’ equity (deficit)		(6,277,373	)		(5,657,156	)
Total liabilities and shareholders’ equity (deficit)	$	—		$	64

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

 45

Dominion Minerals Corp. and Subsidiaries

Consolidated Statements of Operations

	For the			For the
	year ended			year ended
	December 31,			December 31,
	2016			2015
Revenue	$	—		$	—
Cost of sales		—			—
Gross profit		—			—
Professional fees		8,500			7,490
Officer compensation		575,000			575,000
General and administrative expenses		10,355			12,715
Loss from operations		(593,855	)		(595,205	)
Other (expense) income
Non-operating (expense) income, net		—			—
Interest expense, net		(55,482	)		(46,363	)
Total other expense, net		(55,482	)		(46,363	)
Loss before provision for income taxes		(649,337	)		(641,568	)
Provision for income taxes		—			—
Net loss		(649,337	)		(641,568	)
Loss per share
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)
Basic and diluted weighted average number of common shares		99,997,678			98,972,436

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

 46

DOMINION MINERALS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS‘ EQUITY

									ADDITIONAL					TOTAL
	PREFERRED STOCK				COMMON STOCK				PAID-IN		ACCUMULATED			SHAREHOLDERS‘
	SHARES		PAR		SHARES		PAR		CAPITAL		DEFICIT			EQUITY
Balance, December 31, 2014		100	$	—		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	)		(641,568	)
Balance, December 31, 2015		100	$	—		99,512,345	$	9,952	$	35,969,327	$	(41,636,435	)	$	(5,657,156	)
Conversion of Promissory Note		—		—		1,941,333	$	194	$	28,926	$	—		$	29,120
Net loss		—		—		—		—	$	—	$	(649,337	)	$	(649,337	)
Balance, December 31, 2016		100	$	—		101,453,678	$	10,146	$	35,998,253	$	(42,285,772	)	$	(6,277,373	)

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

 47

Dominion Minerals Corp. and Subsidiaries

Consolidated Statements of Cash Flows

	For the			For the
	year ended			year ended
	December 31,			December 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(649,337	)	$	(641,568	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest		55,482			46,363
Changes in operating assets and liabilities:
Accrued liabilities		(5,884	)		(16,978	)
Compensation due to officers		534,031			554,859
Net cash used in operating activities		(65,708	)		(57,324	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of officer loans		(16,731	)		—
Proceeds from sale of Convertible Promissory Note		20,000			—
Proceeds received from Litigation Funding Contingency		62,375
Proceeds from Officer Loans					11,309
Proceeds from sales of shares of Common Stock		—			46,000
Net cash provided by financing activities		65,644			57,309
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(64	)		(15	)
CASH AND CASH EQUIVALENTS, beginning of the period		64			79
CASH AND CASH EQUIVALENTS, end of period		—		$	64
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year:
Interest paid	$	—		$	—
Income tax paid	$	—		$	—
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING & FINANCING ACTIVITIES:
Conversion of Convertible Promissory Note	$	29,120		$	—

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

 48

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016

1. Nature of Business and Significant Accounting Policies

a. Nature of business – Dominion Minerals Corp. (“Company”) was incorporated 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. The current potential property under exploration is located in the Republic of Panama (“Panama”).

From September 2005 to November 2007, the Company changed its name 4 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.

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. The consolidated financial statements include the financial statements of the Company and its 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 Company is currently in a 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 to begin conducting mining operations.

Management has included all normal recurring adjustments considered necessary to give a fair presentation of operating results for the periods presented.

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 various accruals.  Actual results could differ from those estimates.

d. 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. The Company has a cash balance of $0 and $64 as of December 31, 2016 and December 31, 2015, respectively, which is included in cash and cash equivalents.

e. 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, 2016 and December 31, 2015, the Company’s bank balances did not exceed government-insured limits.

The Company 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 political, economic and legal environments in Panama, and by the general state of their economies. The Company’s foreign operations are subject to specific considerations and significant risks not typically associated with companies in the United States. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. 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.

 49

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016

f. Net loss per share – In accordance with ASC 260, Earnings Per Share, basic earnings/loss per common share (“EPS”) is computed by dividing net earnings/loss for the period by the weighted average number of common shares outstanding during the 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 additional common shares that would have been outstanding if the potential common shares had been issued and dilutive.

g. Income Taxes – The Company provides for income taxes under ASC 740 Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities using the enacted income tax rate expected to apply to taxable income in the period in which the deferred tax assets or liabilities are expected to be settled or realized. ASC 740 requires that a valuation allowance be established if necessary, to reduce the deferred tax assets to the amount that management believes is more likely than not to be realized. The provision for federal 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 income that is not taxable for federal income taxes, including permanent differences such as non-deductible meals and entertainment.

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 effect on the Company’s consolidated financial statements.

h. 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.

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 by using an option-pricing model, that value may not be indicative of the fair value observed in a willing buyer/willing seller market transaction. 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.

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.

 50

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016

i. Recently Issued Accounting Pronouncements - The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

2. Going Concern

The Company has had no revenues or cash flows from operations. The Company has an accumulated deficit of $42,285,772 and $41,636,435 as of December 31, 2016 and December 31, 2015, respectively, and has insufficient sources of cash to execute its business plan, these conditions raise 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 consolidated financial statements as a result of this uncertainty.

3. Convertible Note Payable and Short Term Loan

a. On November 27, 2009, Dominion Minerals Corp. (the “Company”) entered into and closed on a Convertible Loan Agreement (the “Loan Agreement”) to sell to non-US persons the convertible note due 2010 (the “Note”) in the aggregate principal amount of $2,000,000 and warrants to purchase up to 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an exercise price of $0.15 per share for a total purchase price of $2,000,000.

The Note matures one year after the date of issuance. The Note pays interest at a rate of 3-Month LIBOR plus 2.0% per annum, which is payable at maturity, and is convertible into shares of Common Stock at a conversion price equal to $0.10 per share (the “Conversion Price”). The Conversion Price is subject to adjustment for certain events, including the dividends, distributions or split of the Company’s Common Stock, or in the event of the Company’s consolidation, merger or reorganization. In the event of a conversion, accrued interest shall be automatically converted into common stock. In addition, the Company has the right to prepay the entire outstanding principal due under the Notes upon a three business day notice.

The Company’s obligations under the Loan Agreement and the Note are secured by the pledge of 5,000,000 shares of Cuprum Resources Corp., a corporation organized under the laws of the Republic of Panama (“Cuprum”), owned by the Company pursuant to a Pledge Agreement dated as of November 30, 2009 by and among the Company, Cuprum and the investor. The pledged shares represent all of the issued and outstanding equity shares of Cuprum.

Warrants to purchase shares of Common Stock expired one year from the closing of the Note. 

On May 3, 2010, the Ministry of Commerce and Industry of the Republic of Panama declared the Company’s Mineral Concession as a Mining Reserve by posting a Resolution in the Gaceta Oficial of 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 the years ended December 31, 2016 and December 31, 2015. As of December 31, 2016 and December 31, 2015, the total amount due for the Convertible Note payable is $2,323,162 and $2,277,550, respectively.

 51

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016

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 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 Convertible Promissory Notes are currently in default status.  The Company is currently negotiating with each Note Holder terms for an additional extension period.  The Convertible Promissory Notes do not grant any additional rights to the Note Holders while in default status.  The Company does not anticipate any material change in the terms of the Convertible Promissory Notes as a result of the extension that is negotiated.  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, 2016 and 2015. As of December 31, 2016 and December 31, 2015, the total amounts due for the Convertible Promissory Notes is $77,625 and $76,875, respectively.

c. On April 1, 2016, the Company sold a Convertible Promissory Note (“Convertible Promissory Note”) in the amount of $26,000 with an Original Issue Discount of $6,000. The Convertible Promissory Note was payable in 6 months, bearing interest at a rate of 24% annum for the term of the note. The Holder of the Convertible Promissory Note may convert the combined principal and accumulated interest amount of the Convertible Promissory Note for shares of the Company’s common stock at a rate of $0.015 per share of the Company’s common stock.  The Company incurred interest expense in the amount of $3,120 for the nine months ended September 30, 2016. As of September 30, 2016, the total amounts due for the Convertible Promissory Note was $29,120.   On October 1, 2016, the Holder converted the Convertible Promissory Note.  The Company issued 1,941,333 shares of common stock to the Note Holder in connection with the conversion of the Convertible Promissory Note.

4. Contingent Liability

On June 18, 2015, the Company entered into a Litigation Funding Agreement (“LFA”) with Therium Capital Management Limited (“Therium”), 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. In addition to the litigation costs funded, Therium has directly funded the Company certain operating expenses and salaries which shall be repaid under the same terms as the litigation costs funded by Therium. The Company has recorded such advances as a Contingent Liability. For the year ended December 31, 2016, Therium advanced the Company $62,375 for operating expenses which the Company recorded as a Contingent Liability.

5. Shareholders’ equity

The 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, 2016 and December 31, 2015, the Company has 101,453,678 shares and 99,512,345 shares of common stock outstanding, respectively, and 200 shares of Series A preferred stock outstanding. During the year ended December 31, 2016 and the year ended December 31, 2015, the Company sold 0  and 3,066,667 shares of common stock, respectively. During the years ended December 31, 2016 and 2015, the Company issued 1,941,333 and 0 shares of common stock, respectively, pursuant to the conversion of a Convertible Promissory Note.

 52

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016

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 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

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.

7. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences 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, 2016 and December 31, 2015 are as follows:

	December 31, 2016			December 31, 2015
Net operating loss	$	649,337		$	641,568
Adjustment for unpaid accrued salaries		(534,031	)		(554,859	)
Adjusted net operating loss		115,306			86,709
Effective income tax rate		40	%		40	%
Total deferred tax assets		46,122			34,684
Less: valuation allowance		(46,122	)		(34,684	)
Total deferred tax assets		—		$	—

The Company’s deferred tax assets as of December 31, 2016 and December 31, 2015 of $16,914,309 and $16,654,574, respectively, was fully offset by a valuation allowance, 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.

The reconciliation of the effective income tax rate to the federal statutory rate for the period ended December 31, 2016 and December 31, 2015 is as follows:

	2016			2015
Federal income tax rate		34	%		34	%
State tax, net of federal benefit		6	%		6	%
Increase in valuation allowance		(40	)%		(40	)%
Effective income tax rate		—	%		—	%

 53

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016

The deferred tax assets result from net 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.

The Company’s last tax return submitted was for the year ended December 31, 2007. The Company’s tax returns for the years ended December 31, 2008 through 2016 are open for examination by the tax federal and state tax authorities.

8. Commitments and contingencies – On December 1, 2007, the Company entered into Employment Agreements with its Chief Executive Officer and its Chief Financial Officer. The agreements have terms of five years and three years, respectively. The agreements are automatically renewed for one-year term unless the Company or Executive gives 90 days prior written notice to terminate the agreement.

9.

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.

10. Subsequent Events

For the purpose of the accompanying consolidated financial statements, subsequent events have been evaluated through the date these financial statements were issued.  

There are no such subsequent events to report.

 54

Item 14. Changes in and Disagreements with Accountants.

Previous Independent Registered Public Accounting Firm

The Company’s consolidated financial statements for the year ended December 31, 2013 were audited by Anderson Bradshaw PLLC. Their report on our consolidated financial statements did not contain an adverse opinion, a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles, except the inclusion of a paragraph indicating substantial doubt about our ability to continue as a going concern.

During the year ended December 31, 2013 and through October 19, 2015, (a) there were no disagreements with Anderson Bradshaw PLLC on any matter of accounting principles or practices, financial statement disclosure, auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Anderson Bradshaw PLLC, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the consolidated financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

New Independent Registered Public Accounting Firm

On October 19, 2015, the Board of Directors approved the appointment of Heaton & Company, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. Heaton & Company, PLLC is located at 240 North East Promontory, Farmington, Utah 84025.

During the Company’s previous  year ended December 31, 2013 and through October 19, 2015, neither the Company nor anyone on the Company’s behalf consulted with Heaton and Company, PLLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements or (ii) any matter that was either the subject of a disagreement or a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K.

Item 15. Financial Statements and Exhibits

The information required by this item may be found beginning on page F-1 of this Report on Form 10.

 55

Index to Exhibits.

Exhibit No.	Description of Exhibits
3.1	Amended and Restated Certificate of Incorporation with Amendments through May 31, 2007
3.2	Company’s Bylaws
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*
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.*
10.5	Litigation Funding Agreement***
10.6	Employment Agreement by and between the Company and Pinchas Althaus***
10.7	Employment Agreement by and between the Company and Diego E. Roca***
10.8	Certificate of Designation – Preferred Stock
10.9	Form of Convertible Promissory Note dated July 1, 2013.***
10.10	Convertible Promissory Note - Fair Choice.***
10.11	Form of Subscription Agreement – 2014**

* Previously Filed as Exhibit in Form 10, filed on June 22, 2007

** Previously Filed as Exhibit in Form 10, filed on October 31, 2014

*** Previously File as Exhibit in Amendment No. 1 to Form 10, filed on February 14, 2017

 56

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dominion Minerals Corp.

Date:    October 25, 2017	By:	/s/ Pinchas Althaus
		Pinchas Althaus
		President and Chief Executive Officer
Date:    October 25, 2017	By:	/s/ Diego Roca
		Diego Roca
		Executive Vice President and
		Chief Financial Officer

57

EX-3.1

Exhibit 3.1

CERTIFICATE OF OWNERSHIP

MERGER AND NAME CHANGE

OF

NANERGY, INC.

(a Delaware corporation)

AND

XACORD CORP.

(a Delaware corporation)

UNDER SECTION 253 OF THE GENERAL CORPORATION LAW 

OF THE STATE OF DELAWARE

The undersigned corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DO HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
Empire Minerals Corp	Delaware
Dominion Minerals Corp	Delaware

SECOND: That 100% of the outstanding stock of Dominion Minerals Corp. is owned by Empire Minerals Corp.

THIRD: That the name of the surviving corporation of the merger is Empire Minerals Corp., which will continue its existence as said surviving corporation under the name Dominion Minerals Corp.

FOURTH: That the Certificate of Incorporation of Empire Minerals Corp., a Delaware corporation, the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation, except that article FIRST relating to the name shall be deleted in its entirety and replaced with the following article:

“FIRST: The name of the corporation is Dominion Minerals Corp.”

FIFTH: That the members of the Board of Directors of Empire Minerals Corp. unanimously adopted the following resolution by written consent on the 26th day of November, 2007:

RESOLVED, that the Company’s wholly-owned subsidiary, Dominion Minerals Corp., be merged with and into the Company, and that upon the filing of the appropriate certificate of Merger with the Secretary of State of the State of Delaware, the Company’s name shall be changed to Dominion Minerals Corp.

SIXTH: This merger shall be effective on November 26, 2007.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 26th day of November, 2007.

EMPIRE MINERALS CORP.
By:	/s/ Diego E. Roca
	Name: Diego E. Roca
	Title: Chief Financial Officer
DOMINION MINERALS CORP.
By:	/s/ Diego E. Roca
	Name: Diego E. Roca
	Title: Chief Financial Officer

STATE OF DELAWARE

CERTIFICATE of AMENDMENT of

CERTIFICATE of INCORPORATION

Of XACORD CORP.

The undersigned, being of legal age and Secretary of XACORD CORP. (the “Corporation”) a corporation organized and existing under and by virtue of the Delaware General Corporation Law (“DGCL”), does hereby certify:

1: That the name of the Corporation is:

XACORD CORP.

2: That the Board of Directors of the Corporation, by the written consent of its sole Director, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation amending Article First and Article Fourth of the Certificate of Incorporation:

FIRST

Article First of the Certificate of Incorporation, relating to the name of the corporation, is hereby amended to read as follows:

“FIRST: The name of the corporation is Empire Minerals,

FOURTH

Article Fourth of the Company’s Certificate of Incorporation, as amended, is to be amended to add the following immediately after the present Section (1) thereof (which sets forth the number and par value of the Company’s authorized capital stock, none of which is being amended):

“Effective 12:01 a.m. on January 12, 2007 (the “Effective Time”), each twenty (20) shares of Common Stock then issued shall be automatically combined into one share of Common Stock of the Corporation. No fractional shares or scrip representing fractions of a share shall be issued, but in lieu thereof, each fraction of a share that any stockholder would otherwise be entitled to receive shall be rounded up to the nearest whole share.”

3: That the foregoing amendment of the Certificate of Incorporation was duly adopted by the majority of the shareholders of the Corporation entitled to vote thereon in accordance with the provisions of Sections 228 and 242 of the DGCL.

4: That the capital of said Corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed on this December 29, 2006.

Xacord Corp.

/s/ Diego Roca

Diego Roca, Secretary

STATE of DELAWARE

CERTIFICATE of AMENDMENT of

CERTIFICATE of INCORPORATION

of XACORD CORP.

XACORD CORP. (the “Corporation”) a corporation organized and existing under and by virtue of the Delaware General Corporation Law (“DGCL”) does hereby certify:

FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its Directors, filed with the minutes of the Board, adapted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

RESOLVED that the Certificate of Incorporation of this Corporation be amended by changing Ankle Fourth of the Certificate of Incorporation as follows:

FOURTH

Article Fourth of the Company’s Certificate of Incorporation, as amended, is to be amended to add the following immediately after the present Section (1) thereof (which sets forth the number and per value of the Company’s authorized capital stock none of which is being amended):

“Effective 12:01 a.m. on August 11, 2006 (the “Effective Time”), each twenty (20) shares of Common Stock then issued shall be automatically combined into one share of Common Stock of the Corporation. No fractional shares or scrip representing fractions of a share shall be issued, but in lieu thereof, each fraction of a share that any stockholder would otherwise be entitled to receive shall be rounded up to the nearest whole share.”

SECOND: That at a special meeting of shareholders called and held upon notice in accordance with section 222 of the DGCL, the Certificate of Amendment was submitted to and approved by a majority of the outstanding stock entitled to vote thereon is accordance with the provisions of Section 228 of the DGCL.

THIRD: That the foregoing amendment of the Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the DGCL.

FOURTH: That the capital of said Corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, the Corporation has caned this Certificate of Amendment to be executed on this 28th day of July, 2006.

Xacord Corp.

/s/ Moshe Guzman

Moshe Guzman, Secretary

CERTIFICATE OF OWNERSHIP

OF

NANERGY, INC.

(a Delaware corporation)

AND

XACORD CORP.

(a Delaware corporation)

UNDER SECTION 253 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE

The undersigned corporations organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DO HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger are as follows:

NAME	STATE OF INCORPORATION
Nanergy, Inc.	Delaware
Xacord Corp.	Delaware

SECOND: That 100% of the outstanding stock of Xacord Corp. is owned by Nanergy, Inc.

THIRD: That the name of the surviving corporation of the merger is Nanergy, Inc., which will continue its existence as said surviving corporation under the name Xacord Corp.

FOURTH: That the Certificate of Incorporation of Nanergy Inc., a Delaware corporation, the surviving corporation, shall be the Certificate of Incorporation of the surviving corporation, except that article FIRST relating to the name shall be struck and shall be substituted in lieu therefor the following article:

“FIRST: The name of the corporation is Xacord Corp.”

FIFTH: That the members of the Board of Directors of Nanergy, Inc. unanimously adopted the following resolution by written consent on the 22nd day of May, 2006:

RESOLVED, that the Company’s wholly-owned subsidiary, Xacord Corp., be merged with and into the Company, and that upon the filing of the appropriate certificate of Merger with the Secretary of State of the State of Delaware, the Company’s name shall be changed to Xacord Corp.

SIXTH: This merger shall be effective on June 6, 2006.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 22nd day of May, 2006.

NANERGY, INC.
By:	/s/ Moshe Gluzman
	Name: Moshe Gluzman
	Title: Chief Executive Officer

XACORD CORP.
By:	/s/ Moshe Gluzman
	Name: Moshe Gluzman
	Title: Chief Executive Officer

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

NANERGY, INC.

Pursuant to section 242 and 245 General Corporation Law of the State of Delaware. The current name of the Corporation is Nanergy, Inc., incorporated in the State of Delaware on January 4, 1996 under the name ObjectSoft Corporation. Nanergy, Inc. (the “Corporation”) a corporation incorporated and existing under and by virtue of the Delaware General Corporation Law (“DGCL”) does hereby certify:

FIRST

The name of the Corporation is Nanergy, Inc.

SECOND

The address of the registered office of the Corporation in the State of Delaware and the name of the registered agent at such address are as follows: Harvard Business Services, Inc., 25 Greystone Manor, Lewes, County of Sussex, state of Delaware 19958.

THIRD

The nature of the business or purposes to be conducted or promoted is to engage in any lawful. act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “DGCL”).

FOURTH

Capitalization

The aggregate number of shares of stock which the Corporation shall have authority to issue is 705,000,000 shares divided into two classes; 700,000,000 shares of which shall be designated as Common Stock, $0.0001 par value per share, and 5,000,000 shares of which shall be designated as Preferred Stock, with $0.0001 par value per share. There shall be no preemptive rights with respect to any shares of capital stock of the Corporation.

The following is a statement of the designations and the powers, preferences and rights, and the relative participating, optional or other special rights, and the qualifications, limitations and restrictions of the shares of each class:

1. Except as any provision of law, any provision herein or elsewhere in the Certificate of Incorporation may otherwise provide, each share of Common Stock of the Corporation shall have the same rights, privileges, interest and attributes, and shall be subject to the same limitations, as every other share of the Corporation and shall entitle the holder of record of any such issued and outstanding share to receive an equal proportion of any cash dividends which may be declared, set apart or paid, an equal proportion of any distributions of the authorized but unissued shares of the Corporation and/or its treasury shares, if any, which may be made, an equal proportion of the distribution of any bonds or property of the Corporation, including the shares or bonds of other corporations, which may be made, and an equal proportion of any distributions of the net assets of the Corporation (whether stated capital or surplus) which may be made upon the liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary; provided, that any distributions of the authorized but unissued shares of the Corporation and/or its treasury shares, if any, shall be made only in respect of shares of the same class, and, provided further, that no statement herein contained shall be deemed to limit, curtail, or divest the authority of the Board of Directors of the Corporation to make any proper distributions, including distributions of authorized but unissued shares, in relation to its treasury shares, if any. Each issued and outstanding share of Common Stock shall entitle the holder of record thereof to one vote per share.

2. Preferred Stock may be issued from time to time in one or more series, each of such series to have such designations, relative rights and limitations as may be fixed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided herein or by law. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided for in the resolutions creating such series or required by applicable law.

Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issuance of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof including, without limitation, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law.

FIFTH

The name and address of the incorporator is as follows: Elaine S. Moshe, Esq., c/o Parker, Chapin, Flattaue & Klimpl, LLP, 1211 Avenue of the Americas, New York, New York 10036.

SIXTH

The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and its directors and stockholders:

(1)     The number of directors of the corporation shall be such as from time to time shall be fixed by, or in the manner provided in the by-laws. Election of directors need not be by ballot unless the by-laws so provide.

(2)     The Board of Directors shall have power without the assent or vote of the Stockholders:

(a)     To make, alter, amend, change, add to or repeal the ByLaws of the Corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

(b)     To determine from time to time whether, and to what times and places, and under what conditions the accounts and books of the Corporation (other than the stock ledger) or any of them, shall be open to the inspection of the stockholders.

(3)     The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the Corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and as binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract of act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

(4)     In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation; subject, nevertheless, to the provisions of the statutes of Delaware, the provisions of this certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-laws had not been made.

SEVENTH

A director of this Corporation shall not be personally liable to the Corporation or its stockholders for damages for any breach of duty in his/her capacity as a director, provided that such provision shall not eliminate or limit the liability of a director:

(i)      for any breach of the director’s duty of loyalty to the Corporation or its stockholders;

(ii)     for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii)    under Section 174 of the DGCL; or

(iv)    for any transaction from which the director derived an improper personal benefit.

EIGHTH

The Corporation shall, to the fullest extent permitted by the DGCL (including, without limitation, Section 145 thereof), as the same may be amended and supplemented from time to time, indemnify any and all persons whom it shall have power to indemnify under the DGCL. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled whether as a matter of law, under any By-law of the Corporation, by agreement, by vote of stockholders or disinterested directors of the Corporation or otherwise.

NINTH

Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware, may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

IN WITNESS WHEREOF, the undersigned, being an authorized officer of the Corporation, does make and file this Amended and Restated Certificate of Incorporation, and accordingly have hereunto set his hand to this Certificate this 30th day of August, 2005.

Nanergy, Inc.

/s/ Moshe Gluzman

Moshe Gluzman, President

EX-3.2

EXHIBIT 3.2

AMENDED AND RESTATED

BY-LAWS OF

OBJECTSOFT CORPORATION

(A Delaware Corporation)

ARTICLE I 

Offices

Section 1. Registered Office. The registered office of the Corporation within the State of Delaware shall be in the City of Dover, County of Kent.

Section 2. Other Offices. The Corporation may also have any office or offices other than said registered office at such place or places, either within or without the State of Delaware, as the Board of Directors shall from time to time determine or the business of the Corporation may require.

ARTICLE II 

Meetings of Stockholders

Section 1. Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at any such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver thereof.

Section 2. Annual Meeting. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the state of Delaware, and at such time and date as the board of directors, by resolution, shall determine and as set forth in the notice of the meeting. At each annual meeting, the stockholders entitled to vote shall elect a board of directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

Section 3. Special Meetings. Special meetings of the stockholders of the Corporation shall be held on such date, and at such time and place either within or without the State of Delaware and shall be held only for such purpose or purposes as may be designated by the President or Chairman of the Board of the Corporation or the Board of Directors and stated in the notice of the meeting, in accordance with these By-Laws. Special meetings of stockholders of the Corporation may be called only by (i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors, either upon motion of a director or upon written request by the holders of at least 50% of the voting power of all the shares of capital stock of the corporation then entitled to vote generally in the election of directors, voting together as a single class or (ii) the President or the Chairman of the Board of the Corporation.

Section 4. Notice of Meetings. Except as otherwise expressly required by statute, written notice of each annual and special meeting of stockholders stating the date, place and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote there at not less than ten nor more than sixty days before the date of the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Notice shall be given personally or by mail and, if by mail, shall be sent in a postage prepaid envelope, addressed to the stockholder at his address as it appears on the records of the Corporation. Notice by mail shall be deemed given at the time when the same shall be deposited in the United States mail, postage prepaid. Notice of any meeting shall not be required to be given to any person who attends such meeting, except when such person attends the meeting in person or by proxy for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, or who, either before or after the meeting, shall submit a signed written waiver of notice, in person or by proxy. Neither the business to be transacted at, nor the purpose of, an annual or special meeting of stockholders need be specified in any written waiver of notice.

Section 5. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city, town or village where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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Section 6. Quorum, Adjournments. The holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders, except as otherwise provided by statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty days, or, if after adjournment a new record date is set, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7. Organization. At each meeting of stockholders, the Chairman of the Board, if one shall have been elected, or, in his absence or if one shall not have been elected, the President shall act as chairman of the meeting. The Secretary or, in his absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting shall act as secretary of the meeting and keep the minutes thereof.

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Section 8. Order of Business; Proposed Business at Stockholders’ Meeting. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. No business may be transacted at any meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorized committee thereof), which shall include any stockholder proposals contained in the Corporation’s proxy statement made in accordance with Rule 14a-8 of the Securities and Exchange Act of 1934 or any successor thereto, (b) otherwise properly brought before the meeting by or at the direction of the Board (or any duly authorized committee thereof) or (c) otherwise properly brought before the meeting by any stockholder of the Corporation (i) who is a stockholder of record on the date of such meeting, on the date of the giving of the notice provided for in this Section, and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the procedures set forth in these By-Laws. In addition to any other applicable requirements, for business to be properly brought before a meeting by a stockholder or for a stockholder to nominate a nominee for election as a director of the Corporation, such stockholder must have given timely notice thereof in properly written form to the Secretary of the Corporation. For business to be properly brought before an Annual Meeting of stockholders by a stockholder, such stockholder’s notice must be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not less than one hundred-twenty (120) days nor more than one hundred fifty (150) days prior to the one year anniversary of the date of the notice of the Annual Meeting of stockholders that was held in the immediately preceding year; provided, however, that in the event that the month and day of the Annual Meeting of stockholders to be held in the current year is changed by more than thirty (30) calendar days from the one year anniversary of the date the Annual Meeting of stockholders was held in the immediately preceding year, and less than one hundred-thirty (130) days’ informal notice or other prior public disclosure of the date of the Annual Meeting in the current year is given or made to stockholders, notice of such proposed business to be brought before the meeting by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which formal or informal notice of the date of the Annual Meeting of stockholders was mailed or such other public disclosure was made, whichever first occurs. In the case of any other meeting, to be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the scheduled date of such meeting; provided, however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of a meeting other than the Corporation’s annual meeting is given or made to stockholders, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure of the date of the meeting was made, whichever first occurs. To be in proper written form, such stockholder’s notice shall set forth as to each matter such stockholder proposes to bring before the meeting (i) a brief and complete description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and business address and residence address of such stockholder, (iii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder, (iv) any other information relating to such person or proposal that is required to be disclosed in solicitations of proxies, or is otherwise required, in each case pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, (v) any other information that is or would be required to be disclosed in a Schedule 13D promulgated under the Securities Exchange Act of 1934 regardless of whether such person would otherwise be required to file a Schedule 13D, (vi) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names and other information with respect to such person or persons similar to that provided by such stockholder) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (viii) a representation that such stockholder intends to appear in person or by proxy at the meeting to bring such business before the meeting. In addition, a person providing notice under this Section shall supplementally and promptly provide such other information as the Corporation otherwise requests. No business shall be conducted at the meeting of the stockholders except business brought before the meeting by a stockholder in accordance with the procedures set forth in this Section; provided, however, that, once business has been properly brought before the meeting in accordance with such procedures, nothing in this Section shall be deemed to preclude discussion by any stockholder of any such business; provided further, however, that if the stockholder bringing such matter before the meeting withdraws such matter, such matter shall no longer be properly before the meeting. The chairman of a meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the procedures prescribed by these By-Laws, and if he should so determine, such business shall not be transacted.

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Section 9. Voting. Except as otherwise provided by statute or the Certificate of Incorporation, each stockholder of the Corporation shall be entitled at each meeting of stockholders to one vote for each share of capital stock of the Corporation standing in his name on the record of stockholders of the Corporation:

(a) on the date fixed pursuant to the provisions of Section 7 of Article V of these By-Laws as the record date for the determination of the stockholders who shall be entitled to notice of and to vote at such meeting; or

(b) if no such record date shall have been so fixed, then at the close of business on the day next preceding the day on which notice thereof shall be given, or, if notice is waived, at the close of business on the date next preceding the day on which the meeting is held.

Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for him by a proxy signed by such stockholder or his attorney-in-fact, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period. Any such proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for so delivering such proxies. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power of the issued and outstanding stock of the Corporation entitled to vote thereon, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or of the Certificate of Incorporation or of these By-Laws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Unless required by statute, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there by such proxy, and shall state the number of shares voted.

Section 10. Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the meeting shall, or if inspectors shall not have been appointed, the chairman of the meeting may, appoint one or more inspectors. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors. Inspectors need not be stockholders.

Section 11. Action by Consent. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

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ARTICLE III

Board of Directors

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by statute or the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

Section 2. Number, Classification, Qualifications, Election and Term of Office. The number of directors constituting the initial Board of Directors shall be not less than three (3) nor more than seven (7). Thereafter, the number of directors may be fixed, from time to time, by the affirmative vote of a majority of the entire Board of Directors or by action of the stockholders of the Corporation. Any decrease in the number of directors shall be effective at the time of the next succeeding annual meeting of stockholders unless there shall be vacancies in the Board of Directors, in which case such decrease may become effective at any time prior to the next succeeding annual meeting to the extent of the number of such vacancies. Directors need not be stockholders. Except as otherwise provided by statute or these By-Laws, the directors (other than members of the initial Board of Directors) shall be elected at the annual meeting of stockholders. Each director shall hold office until his successor shall have been elected and qualified, or until his death, or until he shall have resigned, or have been removed, as hereinafter provided in these By-Laws. The Directors shall be classified with respect to the time during which they shall severally hold office by dividing them into two (2) classes, as provided in the Certificate of Incorporation, each such class to be as nearly equal in number as the then total number of Directors constituting the entire Board permits. At a Meeting of Stockholders in 1996, the directors shall be divided into two classes (designated Class I and Class II), with respect to the time that they severally hold office, as nearly equal in number as possible, with the initial term of office of the Class I directors to expire at the 1997 Annual Meeting of Stockholders and the initial term of office of the Class II directors to expire at the 1998 Annual Meeting of Stockholders. Commencing with the 1997 Annual Meeting of Stockholders, directors elected to succeed those directors whose terms have thereupon expired shall be elected for a term of office to expire at the second succeeding Annual Meeting of Stockholders after their election (so that the term of office of one class of Directors shall expire in each year), and upon the election and qualification of their successors. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain or attain, if possible, the equality of the number of directors in each class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. If such equality is not possible, the increase or decrease shall be apportioned among the classes in such a way that the difference in the number of directors in the classes shall not exceed one. Any Directors elected by holders of any preferred stock of the Corporation voting as a separate class or series under any provisions of the Certificate of Incorporation or Certificate of Designation establishing such series shall be classified so that all additional Directors are so apportioned among the classes as to make all the classes as nearly equal in number as possible. Notwithstanding anything herein to the contrary, the term of office of any Director elected by any holders of the Corporation’s preferred stock voting as a separate class or series shall terminate as provided in the Certificate of Incorporation or Certificate of Designation establishing such series, notwithstanding the fact that the term of the other members of any class in which any such Director is included has not yet expired.

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Section 3. Place of Meetings. Meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, as the Board of Directors may from time to time determine or as shall be specified in the notice of any such meeting.

Section 4. Annual Meeting. The Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business, as soon as practicable after each annual meeting of stockholder, on the same day and at the same place where such annual meeting shall be held. Notice of such meeting need not be given. In the event such annual meeting is not so held, the annual meeting of the Board of Directors may be held at such other time or place (within or without the State of Delaware) as shall be specified in a notice thereof given as hereinafter provided in Section 7 of this Article III.

Section 5. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board of Directors may fix. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. Notice of regular meetings of the Board of Directors need not be given except as otherwise required by statute or these By-Laws.

Section 6. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if one shall have been elected, or by two or more directors of the Corporation or by the President.

Section 7. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 7, in which notice shall be stated the time and place of the meeting. Except as otherwise required by these By-Laws, such notice need not state the purposes of such meeting. Notice of each such meeting shall be mailed, postage prepaid, to each director, addressed to him at his residence or usual place of business, by first class mail, at least two days before the day on which such meeting is to be held, or shall be sent addressed to him at such place by telegraph, cable, telex, telecopier or other similar means, or be delivered to him personally or be given to him by telephone or other similar means, at least twenty-four hours before the time at which such meeting is to be held. Notice of any such meeting need not be given to any director who shall attend such meeting, except when he shall attend for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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Section 8. Quorum and Manner of Action. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and, except as otherwise expressly required by statute or the Certificate of Incorporation or these By-Laws, the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of the time and place of any such adjourned meeting shall be given to all of the directors unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the directors who were not present thereat. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. The directors shall act only as a Board and the individual directors shall have no power as such.

Section 9. Organization. At each meeting of the Board of Directors, the Chairman of the Board, if one shall have been elected, or, in the absence of the Chairman of the Board or if one shall not have been elected, the President (or, in his absence, another director chosen by a majority of the directors present) shall act as chairman of the meeting and preside thereat. The Secretary or, in his absence, any person appointed by the chairman shall act as secretary of the meeting and keep the minutes thereof.

Section 10. Resignations. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 11. Vacancies. Any vacancies in the Board of Directors for any reason and any newly created directorships resulting by reason of any increase in the number of directors may be filled only by the Board of Directors (unless there are no remaining directors), acting by a majority of the remaining directors then in office, although less than a quorum; provided, however, that if there are no directors then in office due to a vacancy the stockholders may elect a successor, and any directors so chosen shall hold office until the next election of the class for which such directors have been chosen and until their successors are elected and qualified.

Section 12. Removal of Directors. Any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 75% of the voting power of all of the shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class.

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Section 13. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in their capacity as directors or otherwise.

Section 14. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, including an executive committee, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In addition, in the absence or disqualification of a member of a committee, the member or members thereof present at any meeting are not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each such committee shall serve at the pleasure of the Board of Directors and have such name as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors.

Except to the extent restricted by statute or the Certificate of Incorporation, any committee, to the extent provided in the resolution of the Board of Directors, or in these ByLaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it.

Section 15. Action by Consent. Unless restricted by the Certificate of Incorporation, any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee, as the case may be.

Section 16. Telephonic Meeting. Unless restricted by the Certificate of Incorporation, any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation by such means shall constitute presence in person at a meeting.

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Section 17. Contracts and Transactions Involving Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his, her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV 

Officers

Section 1. Number and Qualifications. The officers of the Corporation shall be elected by the Board of Directors or the stockholders and shall include the President, one or more Vice-Presidents, the Secretary and the Treasurer. If the Board of Directors or the stockholders wish, either may also elect as an officer of the Corporation a Chairman of the Board and may elect other officers (including one or more Assistant Treasurers and one or more Assistant Secretaries) as may be necessary or desirable for the business of the Corporation. Any two or more offices may be held by the same person, and no officer except the Chairman of the Board need be a director. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned or have been removed, as hereinafter provided in these By-Laws.

Section 2. Resignations. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon receipt. Unless otherwise specified therein, the acceptance of any such resignation shall not be necessary to make it effective.

Section 3. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time by the Board of Directors at any meeting thereof. Such removal shall be without prejudice to a person’s contract rights, if any, but the election as an officer of the Corporation shall not of itself create contract rights.

Section 4. Chairman of the Board. The Chairman of the Board, if one shall have been elected, shall be a member of the Board, an officer of the Corporation and, if present, shall preside at each meeting of the Board of Directors or the stockholders. He shall advise and counsel with the President, and in the President’s absence (or if designated by the Board of Directors as the co-chief executive officer of the Corporation with the President) with other executives of the Corporation, and shall perform such other duties as may from time to time be assigned to him by the Board of Directors, including but not limited to those of co-chief executive officer.

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Section 5. The President. The President shall be the chief executive officer of the Corporation (or, if so designated by the Board of Directors, the co-chief executive officer with the Chairman). He shall, in the absence of the Chairman of the Board or if a Chairman of the Board shall not have been elected, preside at each meeting of the Board of Directors or the stockholders. He shall have general charge of the business affairs of the Corporation. He may employ or discharge employees and agents of the Corporation, except such as shall be appointed by the Board of Directors, and he or she may delegate these powers. The Board of Directors by resolution from time to time may confer like powers upon any other person or persons. He shall have the power to appoint any person to the office of Assistant Secretary of the Corporation, without approval by the Board of Directors or Assistant Treasurer as he shall determine to be in the best interests of the Corporation. The President shall perform such other duties incident to the office of President and chief executive officer and any other duties as may from time to time be assigned to him by the Board of Directors.

Section 6. Vice-President. Each Vice-President shall perform all such duties as from time to time may be assigned to him by the Board of Directors or the President. At the request of the President or in his absence or in the event of his inability or refusal to act, the Vice-President, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then the Vice-Presidents in the order of their election), shall perform the duties of the President, and, when so acting, shall have the powers of and be subject to the restrictions placed upon the President in respect of the performance of such duties.

Section 7. Treasurer. The Treasurer shall:

(a) have charge and custody of, and be responsible for, all the funds and securities of the Corporation;

(b) keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation;

(c) deposit all moneys and other valuables to the credit of the Corporation in such depositories as may be designated by the Board of Directors or pursuant to its direction;

(d) receive, and give receipts for, moneys due and payable to the Corporation from any source whatsoever;

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(e) disburse the funds of the Corporation and supervise the investments of its funds, taking proper vouchers therefor;

(f) render to the Board of Directors, whenever the Board of Directors may require, an account of the financial condition of the Corporation; and

(g) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 8. Secretary. The Secretary shall:

(a) keep or cause to be kept in one or more books provided for the purpose, the minutes of all meetings of the Board of Directors, the committees of the Board of Directors and the stockholders;

(b) see that all notices are duly given in accordance with the provisions of these By-Laws and as required by law;

(c) be custodian of the records and the seal of the Corporation and affix and attest the seal to all certificates for shares of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal;

(d) see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and

(e) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors.

Section 9. The Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by either the President or the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 10. The Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by either the President or the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.

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Section 11. Delegation of Duties. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may confer for the time being the powers or duties, or any of them, of such officer upon any other officer or upon any directors.

Section 12. Officers’ Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of this duties, in such amount and with such surety as the Board of Directors may require.

Section 13. Compensation. The compensation of the Officers of the Corporation for their services as such officers shall be fixed from time to time by the Board of Directors. An Officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he is also a director of the Corporation.

Section 14. Loans to Officers and Employees; Guaranty of Obligations of Officers and Employees. The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or any subsidiary, including any officer or employee who is a director of the Corporation or any subsidiary, whenever, in the judgment of the directors, such loan, guaranty or other assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation.

ARTICLE V 

Stock Certificates and Their Transfer

Section 1. Stock Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board or the President or a Vice-President and by the Treasurer or an Assistant-Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, or in lieu of the foregoing, such certificate shall contain a statement that the Corporation will furnish without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series hereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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Section 2. Facsimile Signatures. Any of or all the signatures on a certificate may be a facsimile. In case any Officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as it may direct sufficient to indemnify it against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 4. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its records; provided, however, that the Corporation shall be entitled to recognize and enforce any lawful restriction on transfer. Whenever any transfer of stock shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5. Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars.

Section 6. Regulations. The Board of Directors may make such additional rules and regulations, not inconsistent with these By-Laws, as it may deem expedient concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

Section 7. Fixing the Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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If no record date is fixed by the Board of Directors, (1) the record date for determining stockholders entitled to notice of or to vote at a meeting stockholders shall be at the close of business on the day next preceding the date on which notice is given, or, if notice is waived by all stockholders entitled to vote at the meeting, at the close of business on the day next preceding the day on which the meeting is held, (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be at the close of business on the day on which the first written consent is expressed by the filing thereof with the Corporation as provided in Section 1.9 of these By-Laws, and (3) the record date for determining stockholders for any other purpose shall be at the close of business of the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholder shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 8. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its records as the owner of shares of stock to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments a person registered on its records as the owner of shares of stock, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares of stock on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI 

Indemnification of Directors and Officers

Section 1. General. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

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Section 2. Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Indemnification in Certain Cases. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 4. Procedure. Any indemnification under Sections 1 and 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in such Sections 1 and 2. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders.

Section 5. Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall be ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article VI.

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Section 6. Rights Not Exclusive. The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

Section 8. Definition of Corporation. For the purposes of this Article VI, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a, director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another, corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

Section 9. Definitions. For purposes of this Article VI, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article VI.

ARTICLE VII 

General Provisions

Section 1. Dividends. Subject to the provisions of statute and the Certificate of Incorporation, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property or in shares of stock of the Corporation, unless otherwise provided by statute or the Certificate of Incorporation.

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Section 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of’ Directors may, from time to time, in its absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors may think conducive to the interests of the Corporation. The Board of Directors may modify or abolish any such reserves in the manner in which it was created.

Section 3. Seal. The seal of the Corporation shall be in such form as shall be approved by the Board of Directors.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed, and once fixed, may thereafter be changed, by resolution of the Board of Directors.

Section 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.

Section 6. Execution of Contracts, Deeds, Etc. The Board of Directors may authorize any officer or officers, agent or agents, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

Section 7. Voting of Stock in Other Corporations. Unless otherwise provided by resolution of the Board of Directors, the Chairman of the Board or the President or the Secretary, from time to time, may (or may appoint one or more attorneys or agents and delegate to them the powers requisite to) cast the votes which the Corporation may be entitled to cast as a shareholder or otherwise in any other corporation, or may execute any stockholders’ or other consents in respect thereof, any of whose shares or securities may be held by the Corporation, at meetings of the holders of the shares or other securities of such other corporation. In the event one or more attorneys or agents are appointed, the Chairman of the Board or the President or the Secretary may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent. The Chairman of the Board or the President or the Secretary may, or may instruct the attorneys or agents appointed to, execute or cause to be executed in the name and on behalf of the Corporation and under its seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the circumstances.

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ARTICLE VIII 

Amendments

These By-Laws may be amended or repealed or new bylaws adopted (a) by action of the stockholders entitled to vote thereon at any annual or special meeting of stockholders or (b) if the Certificate of Incorporation so provides, by action of the Board of Directors at a regular or special meeting thereof. Any by-law made by the Board of Directors may be amended or repealed by action of the stockholders at any annual or special meeting of stockholders. Notwithstanding the foregoing, in addition to any requirements of the General Corporation Law of Delaware (and notwithstanding the fact that a lesser percentage may be specified by the General Corporation Law of Delaware), the affirmative vote of the holders of at least 75% of the voting power of all of the shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders of the Corporation to amend, alter, change, adopt or repeal Article Eleventh, Article Twelfth or Article Thirteenth of the Certificate of Incorporation.

ARTICLE IX 

Emergency By-Laws

Section 1. Emergency By-Laws. The Emergency By-Laws provided in this Section 9.1 shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or on a locality in which the corporation conducts its business or customarily holds meetings of its Board of Directors or its stockholders, or during any nuclear or atomic disaster, or during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Directors or a standing committee thereof cannot readily be convened for action notwithstanding any different provision in the preceding By-Laws or in the Certificate of Incorporation or in the law. To the extent not inconsistent with the provisions of this Section, the By-Laws of the Corporation shall remain in effect during any emergency and upon its termination the Emergency By-Laws shall cease to be operative. Any amendments of these Emergency By-Laws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

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During any such emergency: (A) A meeting of the Board of Directors or a committee thereof may be called by any officer or director of the Corporation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting; (B) The director or directors in attendance at the meeting shall constitute a quorum; (C) The officers or other persons designated on a list approved by the Board of Directors before the emergency, all in such order of priority and subject to such conditions and for such period of time (not longer than reasonably necessary after the termination of the emergency) as may be provided in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the Board of Directors, be deemed directors for such meeting; (D) The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the Corporation shall for any reason be rendered incapable of discharging their duties; (E) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so; and (F) To the extent required to constitute a quorum at any meeting of the Board of Directors during such an emergency, the officers of the Corporation who are present shall be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting.

No officer, director or employee acting in accordance with any Emergency By-Laws shall be liable except for willful misconduct.

These Emergency By-Laws shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders.

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EX-10.8

Exhibit 10.8

 

CORRESP

October 25, 2017

VIA EDGAR

Ms. Pamela Howell

Mr. John Reynolds, Assistant Director

United States Securities & Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

RE: Dominion Minerals Corp. (the “Company”)

Amendment No. 2 to Form 10, Filed October 21, 2016

File No. 000-52696

Dear Ms. Howell:

We are in receipt of your comment letter dated February 28, 2017, to the Company, regarding the above referenced filing (the “Comment Letter”). I’ve listed below each comment contained in the Comment Letter followed by the Company’s response.

Item 1. Business, page 2

Comment #1. We note that you do not expect to recover your mineral concessions from Panama and that you plan to seek out mining projects. We also note the estimate that it will cost $500,000 to explore such projects over the next twelve month period beginning February 1, 2017. Please discuss in greater detail this plan and how you plan on financing this project. Lastly, it appears that you are a blank check company. Please add disclosure regarding compliance with Rule 419 in connection with any offering of your securities, or provide your analysis as to why you do not believe you are a blank check company. Lastly, please also add disclosure regarding your status as a shell company and the impact of that status on the availability of Rule 144.

We have amended our disclosure to clarify that we will only begin to look for new projects when and if we don't recover our current mining concession in Panama.  We do not believe we are a bank check company to which Rule 419 would apply for a registered offering.  We have also added disclosure regarding shell company status and the availability of Rule 144.

Item 2. Financial Information, page 17

Comment #2. We note your response to Comment 7. It appears the employment agreements for your CEO and CFO are no longer in effect. Please file any current employment agreements or explain. Additionally, please disclose when the CEO, CFO and the Company agreed to defer compensation.

The employment agreements for our CEO and CFO contain a provision which automatically renew on a year to year basis unless the Company or the Executive cancel the agreement 90 days prior to each annual period. The Company has added disclosure to reflect the terms of the agreement. In addition, the Company has added disclosure to reflect the period in which the Company and the Executives agreed to defer salaries. However, the Employment Agreements were filed with our Form 10 Amendment No. 1 filed on February 14, 2017.

Comment #3. We note your disclosure in footnote 4 that the July 2013 executed Convertible Promissory Notes were extended to the earliest date of December 31, 2016 or a litigation award. It appears this convertible promissory note is in default. Please add disclosure to discuss this default and the rights of the holders as a result.

We have added disclosure to reflect the convertible promissory note in default and the rights of the holders as a result of such default.

Comment #4. We reissue comment 8 in part. Please revise the table to include the percentage based upon the combined voting rights, since the common stock and preferred stock vote as a class. Additionally, please file the agreements setting forth the terms of the preferred stock as exhibits. The exhibits index refers to the Certificate of Designation – Preferred Stock filed with the Form 10 on June 22, 2007. We are unable to locate this exhibit. Lastly, to the extent that Cham Lebovits is deemed a beneficial owner of the shares held by the Investment Group, Mr. Lebovits would be deemed the beneficial owner of all of the shares held by the Investment Group. Please revise accordingly, or provide a detailed explanation as to why the comment does not apply.

We’ve revised the table to reflect the correct percentages based upon the combined voting rights. In addition, the Certificate of Designation which contains the terms of the preferred stock is filed as Exhibit 10.8.

Comment #5. Please add disclosure regarding the deferred compensation due to your officers.

We’ve added disclosure to reflect the deferred compensation due to the officers of the Company.

Comment #6. We note your response to Comment 5. Please file an executed litigation funding agreement as an exhibit. In addition, please make sure the agreement filed is the most recent agreement. We note the agreement is dated 2015; however, the disclosure on page 13 reflects the company entering into a new agreement in December 2016. Lastly, we note blank spaces indicating missing information from the agreement. Please revise to file the completed agreement or submit a request for confidential treatment. See Item 601(b)(10)(i) of Regulation S-K.

We’ve added disclosure to explain that the agreement dated 2015 is the agreement amended in December 2016 with exception to the new firm selected in the amendment. The additional documentation filed reflects such change of firm.

Comment #7. We note your response to Comment 6. Please file the Convertible Promissory Note as an exhibit. See Item 601(b)(10) of Regulation S-K.

We’ve filed the Convertible Promissory Note as an exhibit.

Comment #8. We note your response to Comment 11. It appears the references to where the exhibits are incorporated by reference from are incorrect for a number of the exhibits. Please update accordingly. Additionally, please file your Company’s Certificate of Incorporation and Bylaws. Lastly, please file executed agreements.

We’ve corrected and updated any known errors with regards to exhibits that are incorporated by reference. In addition, our Company’s Certificate of Incorporation and By Laws have been filed.

The Company hereby acknowledges that; (i) the company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (732)536-1600 if you have any questions or need additional information regarding the responses provided above.

Sincerely,

Diego E. Roca

Chief Financial Officer

DER/der