DOMINION MINERALS CORP - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - DOMINION MINERALS CORP	f321.htm
EX-31.2 - EXHIBIT 31.2 - DOMINION MINERALS CORP	f312.htm
EX-31.1 - EXHIBIT 31.1 - DOMINION MINERALS CORP	f311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 000-52696

DOMINION MINERALS CORP.

(Exact name of registrant as specified in its charter)


Delaware		22-3091075
(State of incorporation)		(I.R.S. Employer Identification No.)

410 Park Avenue

15^th Floor

New York, NY 10022

(Address of principal executive offices)

732-536-1600

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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


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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 17, 2016, the registrant had 99,512,345 shares of common stock, par value $.0001 per share issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Dominion Minerals Corp. and Subsidiaries

Consolidated Balance Sheets


ASSETS
					March 31,		December 31,
					2016 Unaudited		2015

	Cash and cash equivalents			$ -		$ 64

			Total assets	$ -		$ 64

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Accrued liabilities			$ 82,325		$ 81,434
	Convertible note payable and interest			2,366,015		2,354,425
	Loans from officers			16,731		16,731
	Compensation due to officers			3,348,380		3,204,630
		Total current liabilities		5,813,451		5,657,220

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
	Preferred stock, Voting Series I, $0.0001 par value; 5,000,000 shares authorized;
		200 shares issued and outstanding as of March 31, 2016 and December 31, 2015		-		-
	Common stock, $0.0001 par value; 700,000,000 shares authorized
		99,512,345 issued and outstanding as of March 31, 2016 and December 31, 2015		9,952		9,952
	Additional paid-in capital			35,969,327		35,969,327
	Retained deficit			(41,792,730)		(41,636,435)
		Total shareholders' deficit		(5,813,451)		(5,657,156)
		Total liabilities and shareholders' deficit		$ -		$ 64

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

Dominion Minerals Corp. and Subsidiaries

Consolidated Statements of Operations

Unaudited


	For the three	For the three
	months ended	months ended
	March 31,	March 31,
	2016	2015
Revenue	$ -	$ -
Cost of sales	-	-

Gross profit	-	-

Professional fees	-	-
Officer compensation	143,750	143,750
General and administrative expenses	955	11,800

Loss from operations	(144,705)	(155,550)

Other (expense) income
Non-operating (expense) income, net	-	-
Interest expense, net	(11,590)	(11,591)
Total other expense, net	(11,590)	(11,591)

Loss before provision for income taxes	(156,295)	(167,141)

Provision for income taxes	-	-

Net loss	(156,295)	(167,141)

Loss per share
Basic and diluted loss per share	$ -	$ -

Basic and diluted weighted average number of common shares	99,512,345	96,445,678

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

Dominion Minerals Corp. and Subsidiaries

Consolidated Statements of Cash Flows

Unaudited


					For the three		For the three
					months ended		months ended
					March 31,		March 31,
					2016		2015
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss					$ (156,295)		$ (167,141)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
			Interest		11,590		11,591
	Changes in operating assets and liabilities:
			Accrued liabilities		891		(11,500)
			Compensation due to officers		143,750		138,109
				Net cash used in operating activities	(64)		(28,941)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Repayments of officer loans				-		(1,359)
	Proceeds from officer loans				-		-
	Proceeds from sales of shares of Common Stock				-		31,000
				Net cash provided by financing activities	-		29,641

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS					(64)		700

CASH AND CASH EQUIVALENTS, beginning of the period					64		79

CASH AND CASH EQUIVALENTS, end of period					-		$ 779

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

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

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 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 March 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 March 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.

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 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.

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 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 $41,792,730 and $41,636,435 as of March 31, 2016 and December 31, 2015, 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.	Long term investment

Cuprum Resources Corp. (“Cuprum”) – In March 2007, the Company, Bellhaven Copper & Gold, Inc. (“Bellhaven”) and Cuprum entered into an Exploration Development Agreement (“Agreement”). The Agreement grants the Company an option to acquire up to 75% of the authorized and outstanding stock of Cuprum, the holder of a Mineral Concession from Panama on a copper prospect located in Panama. The Agreement calls for the Company to pay Cuprum or Bellhaven $2,000,000 in annual installments of $500,000 each beginning in March 2007, issue Bellhaven 4,000,000 shares of the Company’s common stock under an escrow agreement and further cash investments totaling $15,000,000 to be used in exploration and development work on the copper prospect underlying Cuprum’s Mineral Concession. Currently, the Company owns less than 20% of Cuprum and therefore, has recorded this investment option under the cost method of accounting for investments. As of March 31, 2009, the Company made its first two cash installment payments of $500,000, invested another $5,600,267 which was used for the exploration and development work, and issued 4,000,000 shares of common stock at $0.50 per share, or $2,000,000. Accordingly, as of March 31, 2009, the Company reflected $8,600,401 as investments in their consolidated balance sheet, which includes the $5,600,267 incurred in the exploration and development work. The exploration and development work relates to project costs for the period. The project costs include drilling, general geology, camp, mobilization, geophysics, land administration, assays and shipping, helicopter, office, and management expenses. These costs have been capitalized by the Company as part of the Company’s option to acquire up to 75% interest in Cuprum, as per the Agreement. In accordance with the Agreement, the Company was to have contributed approximately $9,000,000 by the second anniversary of the Agreement, and by March 31, 2009, that milestone had not been reached. Therefore, as of March 31, 2009, in accordance with the Agreement, the Company did not own any direct interest in Cuprum.

On April 14, 2009, the Company and Bellhaven executed a stock purchase agreement (“SPA”) whereby the Company acquired 100% interest in Cuprum for $1,500,000 in cash and 2,000,000 shares of common stock. Further, as per the SPA, Bellhaven will transfer all of the issued and outstanding shares of Cuprum currently owned by Bellhaven to the Company. In addition, all previous payments made by the Company to Bellhaven for the exploration and development work under the terms of the Agreement, and the issuance of 4,000,000 shares to Bellhaven, are included as part of the consideration for the transaction. The transaction was recorded utilizing the Investment method of accounting. Accordingly, the Company recorded an additional $1,720,000 as an Investment in Cuprum.

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2016

From April 2009 to April 2010, the Company incurred additional projects costs in the amount of $1,093,802. As of April 30, 2010, the Company reflected a total of $11,414,203 as an investment in the Panamanian subsidiary.

In March 2013, the Panamanian government subsequently 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.


	4.	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.

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2016

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 $11,402 for the three months ended March 31, 2016 and 2015. As of March 31, 2016 and December 31, 2015, the total amount due for the Convertible Note payable is $2,288,952 and $2,277,550, respectively.


	b.	On July 1, 2013, the Company executed 4 Convertible Promissory Notes (“Convertible Promissory Notes”) in the aggregate amount of $75,000. The Convertible Promissory Notes were payable in 1 year, bearing interest at a rate of 1% per 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 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 $188 for the three months ended March 31, 2016 and 2015. As of March 31, 2016 and December 31, 2015, the total amounts due for the Convertible Promissory Notes is $77,063 and $76,875, respectively.


	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 March 31, 2016 and December 31, 2015, the Company has 99,512,345 shares of common stock outstanding and 200 shares of Series A preferred stock outstanding. During the three months ended March 31, 2016 and the year ended December 31, 2015, the Company sold 0 and 3,066,667 shares of common stock, respectively.

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

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2016

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.


	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 March 31, 2016 and December 31, 2015 are as follows:


	March 31, 2016		December 31, 2015
Net operating loss	$	156,295	$	641,568
Adjustment for unpaid accrued salaries		(143,750)		(554,859)
Adjusted net operating loss		12,545		86,709
Effective income tax rate		40%		40%
Total deferred tax assets		5,018		34,684
Less: valuation allowance		(5,018)		(34,684)
Total deferred tax assets		-	$	-

The Company’s deferred tax assets as of March 31, 2016 and December 31, 2015 of $16,717,092 and $16,654,574, respectively, were 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 March 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		-%		-%

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 2036.

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 2015 are open for examination by the tax federal and state tax authorities.

DOMINION MINERALS CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2016


	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 a 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.

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 April 1, 2016, the Company sold a Convertible Promissory Note (“Note”) in the amount of $26,000. The Note contained an Original Issue Discount of $6,000 and bears interest in the amount of 24% annually. The term of the note is for six months with a conversion price of $0.015 per share. The Company may prepay the note by providing the Note Holder with a 3-day notice.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Recent Developments

Panamanian Venture

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”).

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. 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.

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. This request was filed with the Secretary-General of the 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 amount of relief that the Company is seeking in the Request of Arbitration is $268,300,000. There can be no assurance that it will be successful or recover any amount.

Current Status of the Company

The Company currently has two employees, which are its Chief Executive Officer and Chief Financial Officer. As of the date of filing of this Quarterly Report, neither of the employees is receiving compensation due to a lack of available funds. The salaries due to the employees have been deferred by mutual agreement between the Company and the employees. The Company is negotiating funding arrangements from several existing investors.

Results of Operations for the three months ended March 31, 2016 and 2015

The following gives a summary of the most recent Statement of Operations data of Dominion Minerals Corp. for the three months ended March 31, 2016 and 2015.



	Three Months Ended		Three Months Ended
	March 31, 2016		March 31, 2015
Statement of Operations

Revenue	$	––	$	––
Net Loss		(156,295)		(167,141)
Net Loss Per Share	$	(0.00)	$	(0.00)

Revenue and Gross Profit

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

Operating Expenses

Operating expenses for the three months ended March 31, 2016 and 2015 consisted primarily of compensation to officers of $143,750. Other operating expenses for the three months ended March 31, 2016 and 2015 consisted of general and administrative expenses of $955 and $11,800, 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 March 31, 2016 and 2015 was $144,705 and $155,550, respectively. The losses for the three months ended March 31, 2016 and 2015 were primarily attributable to the officer compensation and general and administrative expenses described above of $144,705 and $155,550, respectively.

Net Loss

Net loss from operations for the three months ended March 31, 2016 and 2015 was $156,295 and $167,141, 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 March 31, 2016, we had a working capital deficit of $5,813,451. Our current liabilities of $5,813,451 exceeded our current assets of $0. We had an accumulated deficit of $41,792,730 on March 31, 2016.

We had a cash balance of $0 and $779 on March 31, 2016 and 2015, respectively. Net cash used for operating activities for the three months ended March 31, 2016 and 2015 was $64 and $28,941, respectively. The net loss for the three months ended March 31, 2016 and 2015 was $156,295 and $167,141, 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 three months ended March 31, 2016 and 2015 was $0 and $29,641, respectively. This consisted of $0 and $31,000 in proceeds from the sale and issuance of common stock less repayments of loans to officers of $0 and $1,359. For the three months ended March 31, 2016 and 2015, we had net cash flows of $(64) and $700, respectively.

PART II - OTHER INFORMATION

ITEM 1. 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.

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

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 amount of relief that the Company is seeking in the Request of Arbitration is $268,300,000. There can be no assurance that it will be successful or recover any amount.

ITEM 6. EXHIBITS


Exhibit Number	Description of Exhibit	Filing Reference

31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14.	Filed herewith.

31.02	Certification of Principal Executive Officer Pursuant to Rule 13a-14.	Filed herewith.

32.01	CRO and COO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.	Filed herewith.

101.INS	XBRL Instance Document.

101.SCH	XBRL Taxonomy Extension Schema Document.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* The XBRL-related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

SIGNATURES

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


	DOMINION MINERALS CORP.

Dated: June 20, 2016	/s/ Diego E. Roca
	By: Diego E. Roca
	Title: Chief Financial Officer

DOMINION MINERALS CORP - FORM 10-Q - June 20, 2016

Attached files

DOMINION MINERALS CORP Reports