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
December
31, 2008
o
TRANSITION REPORT UNDER
SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition
period from _________ to _________
Commission File
Number:
333-1421-28
Dana
Resources
(Name of Small
Business Issuer in its charter)
Wyoming
|
|
n/a
|
(state or
other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer I.D. No.)
|
810 Malecon
Cisneros
Miraflores, Lima Peru R5
18
(Address of
principal executive offices)
380 44 331
6201
Issuer’s telephone
number
Indicate by check
mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was require to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.
Yes
o
No
þ
Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See definition of
“large accelerated filer”, “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated
filer
o
Accelerated
filer
o
Non-accelerated
filer
o
Smaller reporting company
þ
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
o
No
þ
APPLICABLE
ONLY TO CORPORATE ISSUERS
As of
February 16, 2009
the
registrant had
50,320,480
shares of common stock outstanding.
Table
of Contents
PART
I - FINANCIAL INFORMATION
Item
1.
Financial
Statements
The unaudited
interim consolidated financial statements of Dana Resources (the “Company”,
“Dana”, “we”, “our”, “us”) follow. All currency references in this report are in
U.S. dollars unless otherwise noted.
The accompanying
Condensed Consolidated Financial Statements of Dana Resources, Inc. (the
"Company") should be read in conjunction with the Company's Annual Report on
Form 10-K for the year ended June 30, 2008. Significant accounting policies
disclosed therein have not changed except as noted below.
The accompanying
Condensed Consolidated Financial Statements and the related footnote information
are unaudited. In the opinion of management, they include all normal recurring
adjustments necessary for a fair presentation of the condensed consolidated
balance sheets of the Company at December 31, 2008, the condensed consolidated
results of its operations for the three and nine months ended December 31, 2008
and 2007, the condensed consolidated results of its cash for the three months
ended December 31, 2008 and 2007, and the condensed consolidated results of its
stockholders’ equity as of December 31, 2008. Results of operations reported for
interim periods are not necessarily indicative of results for the entire
year.
Balance
Sheets
|
F-1
|
Statements
of Operations
|
F-2
|
Statements
of Stockholders’ Equity (Deficit)
|
F-3
|
Statements
of Cash Flows
|
F-4
|
Notes
to the Financial Statements
|
F-5
|
DANA
RESOURCES
(An
Exploration Stage Company)
BALANCE
SHEETS
|
|
December
31, 2008
|
|
|
June
30, 2008
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash
|
|
$
|
6,515
|
|
|
$
|
23,466
|
|
Total current
assets
|
|
|
6,515
|
|
|
|
23,466
|
|
Mineral
rights
|
|
|
9,350,000
|
|
|
|
9,350,000
|
|
Total
assets
|
|
$
|
9,356,515
|
|
|
$
|
9,373,466
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
12,965
|
|
|
$
|
773
|
|
Accounts
payable (related party)
|
|
|
-
|
|
|
|
7,679
|
|
Accrued
expenses
|
|
|
127,005
|
|
|
|
37,847
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
139,970
|
|
|
|
46,299
|
|
Total
liabilities
|
|
|
139,970
|
|
|
|
46,299
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock; $.001 par
value; unlimited authorized; none issued and
outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock;
$.001 par value; unlimited authorized
50,320,480 and 75,280,710
issued and outstanding, respectively
|
|
|
50,322
|
|
|
|
75,281
|
|
Additional
paid in capital
|
|
|
30,017,249
|
|
|
|
29,951,810
|
|
Deficit
accumlated during the exploration stage
|
|
|
(20,851,026
|
)
|
|
|
(20,699,924
|
)
|
|
|
|
|
|
|
|
|
|
Total
stockholders' equity
|
|
|
9,216,545
|
|
|
|
9,327,167
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
$
|
9,356,515
|
|
|
$
|
9,373,466
|
|
The Accompanying
Notes are an Integral Part of these Financial
Statements
DANA
RESOURCES
(An
Exploration Stage Company)
|
|
Three
Months
|
|
|
Three
Months
|
|
|
Six
Months
|
|
|
Six
Months
|
|
|
July
21, 2006
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
(Inception)
Through
|
|
|
|
December
31, 2008
|
|
|
December
31, 2007
|
|
|
December
31, 2008
|
|
|
December
31, 2007
|
|
|
December
31, 2008
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative expenses
|
|
|
96,571
|
|
|
|
18,178
|
|
|
|
151,052
|
|
|
|
32,738
|
|
|
|
305,383
|
|
Mining
Expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,000
|
|
Land claim
fees
|
|
|
-
|
|
|
|
-
|
|
|
|
50
|
|
|
|
-
|
|
|
|
22,303
|
|
Total
expenses
|
|
|
96,571
|
|
|
|
18,178
|
|
|
|
151,102
|
|
|
|
32,738
|
|
|
|
352,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from
operations
|
|
|
(96,571
|
)
|
|
|
(18,178
|
)
|
|
|
(151,102
|
)
|
|
|
(32,738
|
)
|
|
|
(352,686
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income
(expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on debt
settlement
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,660
|
|
Loss on
impairment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(19,400,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other
income (expense)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
(19,394,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(96,571
|
)
|
|
$
|
(18,178
|
)
|
|
$
|
(151,102
|
)
|
|
$
|
(32,738
|
)
|
|
$
|
(19,747,026
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per
share basic
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares
|
|
|
61,185,807
|
|
|
|
1,120,000,000
|
|
|
|
68,612,905
|
|
|
|
1,120,000,000
|
|
|
|
|
|
The Accompanying
Notes are an Integral Part of these Financial Statements
DANA
RESOURCES
(An
Exploration Stage Company)
STATEMENT
OF STOCKHOLDERS' EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Common
|
|
|
During
the
|
|
|
|
|
|
|
Preferred
Stock
|
|
|
Preferred
Stock
|
|
|
Common
Stock
|
|
|
Common
Stock
|
|
|
Paid-In
|
|
|
Stock
|
|
|
Exploration
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Subscribed
|
|
|
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at Inception July 21, 2006
|
|
|
-
|
|
|
$
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued
for cash and subscription receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
1,120,000,000
|
|
|
|
1,120,000
|
|
|
|
-
|
|
|
|
(11,000
|
)
|
|
|
(1,104,000
|
)
|
|
|
5,000
|
|
Forgiveness
of debt - related party
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
500
|
|
|
|
|
|
|
|
|
|
|
|
500
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41,976
|
)
|
|
|
(41,976
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2007
|
|
|
-
|
|
|
|
-
|
|
|
|
1,120,000,000
|
|
|
|
1,120,000
|
|
|
|
500
|
|
|
|
(11,000
|
)
|
|
|
(1,145,976
|
)
|
|
|
(36,476
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,069,799,290
|
)
|
|
|
(1,069,799
|
)
|
|
|
1,069,799
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Proceeds from
subscription
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,000
|
|
|
|
-
|
|
|
|
11,000
|
|
Contributed
capital
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,272
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,272
|
|
Fogiveness of
debt - related party
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
51,319
|
|
|
|
-
|
|
|
|
-
|
|
|
|
51,319
|
|
Shares issued
for mineral rights
|
|
|
-
|
|
|
|
-
|
|
|
|
25,000,000
|
|
|
|
25,000
|
|
|
|
28,725,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
28,750,000
|
|
Shares issued
for cash
|
|
|
-
|
|
|
|
-
|
|
|
|
80,000
|
|
|
|
80
|
|
|
|
79,920
|
|
|
|
-
|
|
|
|
-
|
|
|
|
80,000
|
|
Contributed
capital - mining expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(19,553,948
|
)
|
|
|
(19,553,948
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 30, 2008
|
|
|
-
|
|
|
|
-
|
|
|
|
75,280,710
|
|
|
$
|
75,281
|
|
|
$
|
29,951,810
|
|
|
|
-
|
|
|
$
|
(20,699,924
|
)
|
|
$
|
9,327,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued
for cash
|
|
|
-
|
|
|
|
-
|
|
|
|
40,480
|
|
|
|
41
|
|
|
|
40,439
|
|
|
|
-
|
|
|
|
-
|
|
|
|
40,480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
cancelled
|
|
|
-
|
|
|
|
-
|
|
|
|
(25,000,710
|
)
|
|
|
(25,000
|
)
|
|
|
25,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(151,102
|
)
|
|
|
(151,102
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2008 (unaudited)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
50,320,480
|
|
|
$
|
50,322
|
|
|
$
|
30,017,249
|
|
|
$
|
-
|
|
|
$
|
(20,851,026
|
)
|
|
$
|
9,216,545
|
|
DANA
RESOURCES
(An
Exploration Stage Company)
|
|
|
|
|
|
|
|
July
21, 2006
|
|
|
|
Six
Months Ended
|
|
|
Six
Months Ended
|
|
|
(Inception)
Through
|
|
|
|
December
31, 2008
|
|
|
December
31, 2007
|
|
|
December
31, 2008
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(151,102
|
)
|
|
$
|
(32,738
|
)
|
|
$
|
(19,747,026
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
|
Impairment of
mineral rights
|
|
|
-
|
|
|
|
-
|
|
|
|
19,400,000
|
|
Gain on
settlement of debt
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,660
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in
operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
|
12,192
|
|
|
|
4,000
|
|
|
|
12,965
|
|
Accounts
payable (related party)
|
|
|
(7,679
|
)
|
|
|
18,519
|
|
|
|
57,479
|
|
Accrued
expenses
|
|
|
89,158
|
|
|
|
-
|
|
|
|
127,005
|
|
Net
cash used by operating activities
|
|
|
(57,431
|
)
|
|
|
(10,219
|
)
|
|
|
(155,237
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from
promissory notes
|
|
|
-
|
|
|
|
-
|
|
|
|
4,730
|
|
Payment made as
settlement of promissory notes
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,730
|
)
|
Contributions
of captial
|
|
|
-
|
|
|
|
-
|
|
|
|
25,272
|
|
Proceeds from
sale of common stock
|
|
|
40,480
|
|
|
|
10,000
|
|
|
|
136,480
|
|
Net
cash provided by financing activities
|
|
|
40,480
|
|
|
|
10,000
|
|
|
|
161,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
cash
|
|
|
(16,951
|
)
|
|
|
(219
|
)
|
|
|
6,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
cash
|
|
|
23,466
|
|
|
|
484
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending
cash
|
|
$
|
6,515
|
|
|
$
|
265
|
|
|
$
|
6,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Paid
For:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Income
taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Non-Cash Investing and Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Forgiveness
of debt (related party)
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
51,819
|
|
Issuance of
common stock for mineral rights
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
28,750,000
|
|
The Accompanying
Notes are an Integral Part of these Financial Statements
DANA
RESOURCES
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
For
the Quarter Ended December 31, 2008
(Unaudited)
1. Nature
of Operations and Continuance of Business
Dana Resources (the
"Company") was organized under the laws of the State of Wyoming on July 21, 2006
under its former name DanaPC.com. The Company’s business was
originally to develop a website to give consumers information on commonly
encountered problems with personal computers. In February 2008, the
Company’s major shareholders sold their positions. At this time the Company’s
new management changed the business direction to exploring and mining for gold.
The Company has acquired natural resource properties in Peru, South America (see
Note 6). Additionally the Company will no longer engage in the
computer business as the Company has not yet generated revenue from that
business model. On September 24, 2008, the Company incorporated a wholly owned
Peruvian subsidiary, Dana Resources SAC. The Company has not yet
generated any revenues from planned principal operations and is considered an
exploration stage company as defined in Statement of Financial
Accounting Standards No. 7. The Company has, at the
present time, not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company and other
relevant factors.
The Company amended
its articles of incorporation to change its name to "Dana Resources” on January
28, 2008 to reflect the Company’s intention to acquire natural resource
properties. Additionally, on February 20, 2008, the Company effected a 70-for-1
forward stock split. Finally, on September 23, 2008, the Company
effected a change in par value to $.001 per share. Both of these
changes (forward stock split and change in par) have been reflected in the
financial statements on a retroactive basis since inception.
2. Going
Concern
The accompanying
financial statements have been prepared in conformity with generally accepted
accounting principles in the United States of America, which contemplate
continuation of the Company as a going concern. However, the Company
was only recently formed and has not yet been successful in establishing
profitable operations. As of December 31, 2008, the Company had no
revenues and an accumulated deficit of $20,851,026. These factors
raise substantial doubt about the ability of the Company to continue as a going
concern. In this regard, management is proposing to raise any
necessary additional funds not provided by operations through loans or through
additional sales of their common stock. There is no assurance that
the Company will be successful in raising this additional capital or in
achieving profitable operations. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
DANA
RESOURCES
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS (continued)
For
the Quarter Ended December 31, 2008
(Unaudited)
3. Summary
of Significant Accounting Policies
a) Basis of
Presentation
These financial
statements and related notes are presented in accordance with accounting
principles generally accepted in the United States, and are expressed in U.S.
dollars. The Company's fiscal year-end is June 30.
b) Interim
Financial Statements
The accompanying
unaudited financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions for Form 10-Q and Article 210 8-03 of Regulation
S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All
such adjustments are of a normal recurring nature. Operating results
for the three month period ended December 31, 2008, are not necessarily
indicative of the results that may be expected for the fiscal year ending June
30, 2009. For further information refer to the financial statements
and footnotes thereto included in the Company’s Annual Report on Form 10-K for
the year ended June 30, 2008.
c) Exploration
Stage Company
The Company is in
the exploration stage and has not yet realized any revenues from its planned
operations. The Company's business plan is to evaluate, structure, and complete
a merger with, or acquisition of, prospects consisting of private companies,
partnerships or sole proprietorships.
Based upon the
Company's business plan, it is an exploration stage company as defined by
Statement of Financials Accounting Standard (“SFAS”) No. 7, “Accounting and
Reporting by Development Stage Enterprises.” Accordingly, the Company
presents its financial statements in conformity with the accounting principles
generally accepted in the United States of America that apply in establishing
operating enterprises. As an exploration stage company, the Company
discloses the deficit accumulated during the exploration stage as well as the
cumulative statements of operations and cash flows from inception to the current
balance sheet date.
d) Cash and Cash
Equivalents
The Company
considers all highly liquid instruments with maturity of three months or less at
the time of issuance to be cash equivalents.
DANA
RESOURCES
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS (continued)
For
the Quarter Ended December 31, 2008
(Unaudited)
3. Summary
of Significant Accounting Policies (continued)
e) Financial
Instruments
The carrying value
of cash and accrued liabilities approximates their fair value because of the
short maturity of these instruments.
f) Stock-Based
Compensation
The Company has one
stock-based employee compensation plan (See Note 4b). The Company
accounts for its plan under the recognition and measurement principles of SFAS
123R, "Share Based Payment" and related Interpretations. The Company
has not issued any stock options or warrants.
g) Income
Taxes
Deferred income
taxes are reported for timing differences between items of income or expense
reported in the financial statements and those reported for income tax purposes
in accordance with SFAS No. 109, “Accounting for Income Taxes”, which requires
the use of the asset/liability method of accounting for income taxes. Deferred
income taxes and tax benefits are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases, and for tax loss
and credit carry-forwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
Company provides for deferred taxes for the estimated future tax effects
attributable to temporary differences and carry-forwards when realization is
more likely than not.
h) Loss Per
Share
The Company
computes net loss per share in accordance with SFAS No. 128, “Earnings per
Share” (SFAS 128) and SEC Staff Accounting Bulletin No. 98 (SAB
98). Under the provisions of SFAS 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of shares of common stock outstanding
during the period. The calculation of diluted net loss per share
gives effect to common stock equivalents; however, potential common shares are
excluded if their effect is anti-dilutive. For the period from July
21, 2006 (Date of inception) through December 31, 2008, the Company had no
potentially dilutive securities. The per share calculation reflects
the effect of the stock split on a retroactive basis.
DANA
RESOURCES
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS (continued)
For
the Quarter Ended December 31, 2008
(Unaudited)
3. Summary
of Significant Accounting Policies (continued)
i) Accounting
Estimates
The preparation of
financial statements in conformity with generally accepted accounting principles
in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the financial
statements, and the reported amount of revenues and expenses during the reported
period. Actual results could differ from those estimated.
j) Long-Lived
Assets
In accordance with
Statement of Financial Accounting Standard ("SFAS") No. 144, "Accounting
for the Impairment and Disposal of Long-Lived Assets," long-lived assets to
be held and used are analyzed for impairment and disposal of
whenever events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. The Company evaluates at each
balance sheet date whether events and circumstances have occurred that
indicate possible impairment. If there are indications of impairment, the
Company uses future undiscounted cash flows of the related asset or asset
grouping over the remaining life in measuring whether the assets are
recoverable. In the event such cash flows are not expected to be sufficient
to recover the recorded asset values, the assets are written down to their
estimated fair value. Long-lived assets to be disposed of are reported at
the lower of the carrying amount or fair value of the asset less cost to
sell (refer to Note 6).
k) Change in Par
Value
On September 23,
2008, the Company amended its articles of incorporation to change the par value
of its common and preferred stock from $0 per share to $.001 per
share.
l) Recently Enacted
Accounting Standards
In September 2006,
the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS
No. 157 is to increase consistency and comparability in fair value measurements
and to expand disclosures about fair value measurements. SFAS No. 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement did not have a material effect on the Company's
reported financial position or results of operations.
DANA
RESOURCES
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS (continued)
For
the Quarter Ended December 31, 2008
(Unaudited)
3.
Summary of
Significant Accounting Policies (continued)
l) Recently Enacted
Accounting Standards (continued)
In February 2007,
the FASB issued Statement No. 159, "The Fair Value Option for Financial Assets
and Financial Liabilities, including an amendment of FASB Statement No. 115"
(“FAS 159”). FAS 159 permits companies to choose to measure many financial
instruments and certain other items at fair value that are not currently
required to be measured at fair value and establishes presentation and
disclosure Requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 became effective as of the beginning of
our 2009 fiscal year. We do not expect that the adoption of SFAS 159 will have a
material impact on our financial condition or results of
operations.
In December 2007,
the FASB issued SFAS No. 141 (R), “Business Combinations (revised 2007)” (“SFAS
141 (R)”). SFAS 141 (R) applies the acquisition method of accounting for
business combinations established in SFAS 141 to all acquisitions where the
acquirer gains a controlling interest, regardless of whether consideration was
exchanged. Consistent with SFAS 141, SFAS 141 (R) requires the acquirer to fair
value the assets and liabilities of the acquiree and record goodwill on bargain
purchases, with the main difference being the application to all acquisitions
where control is achieved. SFAS 141 (R) is effective for financial statements
issued for fiscal years beginning after December 15, 2008 and will be adopted by
the Company in the first quarter of fiscal year 2010. We do not expect that the
adoption of SFAS 141 will have a material impact on our financial condition or
results of operation.
In December 2007,
the FASB issued SFAS 160, "Noncontrolling Interests in Consolidated Financial
Statements, an amendment of ARB No. 51" which applies to all entities that
prepare consolidated financial statements, except not-for-profit organizations,
but will affect only those entities that have an outstanding noncontrolling
interest in one or more subsidiaries or that deconsolidate a
subsidiary. The statement is effective for annual periods beginning
after December 15, 2008.
In March 2008, the
Financial Accounting Standards Board ("FASB") issued SFAS No. 161, “Disclosures
about Derivative Instruments and Hedging Activities - an amendment to FASB
Statement No. 133". SFAS No. 161 is intended to improve financial
standards for derivative instruments and hedging activities by requiring
enhanced disclosures to enable investors to better understand their effects on
an entity's financial position, financial performance, and cash
flows. Entities are required to provide enhanced disclosures about:
(a) how and why an entity uses derivative instruments; (b) how derivative
instruments and related hedged items are accounted for, under Statement 133 and
its related interpretations; and (c) how derivative instruments and related
hedged items affect an entity's financial position, financial performance, and
cash flows. It is effective for financial statements issued for fiscal years
beginning after November 15, 2008, with early adoption
encouraged. The Company is currently evaluating the impact of SFAS
No. 161 on its financial statements and the adoption of this statement is not
expected to have a material effect on the Company's financial
statements.
DANA
RESOURCES
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS (continued)
For
the Quarter Ended December 31, 2008
(Unaudited)
3. Summary
of Significant Accounting Policies (continued)
l) Recently Enacted
Accounting Standards (continued)
In May 2008,
the FASB issued Statement of Financial Accounting Standards No. 162, “The
Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 162”). SFAS
162 identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements of
non-governmental entities that are presented in conformity with generally
accepted accounting principles in the United States of America. SFAS 162
will be effective 60 days after the Securities and Exchange Commission
approves the Public Company Accounting Oversight Board’s amendments to AU
Section 411. The Company does not anticipate the adoption of SFAS 162
will have an impact on its financial statements.
In May 2008, the
FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance
Contracts an interpretation of FASB Statement No. 60.” SFAS 163 requires
that an insurance enterprise recognize a claim liability prior to an event of
default (insured event) when there is evidence that credit deterioration has
occurred in an insured financial obligation. This Statement also clarifies
how Statement 60 applies to financial guarantee insurance contracts, including
the recognition and measurement to be used to account for premium revenue and
claim liabilities. Those clarifications will increase comparability in financial
reporting of financial guarantee insurance contracts by insurance enterprises.
This Statement requires expanded disclosures about financial guarantee insurance
contracts. The accounting and disclosure requirements of the Statement will
improve the quality of information provided to users of financial
statements. SFAS 163 will be effective for financial statements issued for
fiscal years beginning after December 15, 2008. The Company does not
expect the adoption of SFAS 163 will have a material impact on its financial
condition or results of operation.
4. Stockholders’
Equity (Deficit)
a) Common
Stock
The Company has
authorized an unlimited number of shares of $.001 par value common stock and
preferred stock. In July 2006, in connection with its organization,
the Company issued 16,000,000 (pre-split) shares of common stock to various
individuals including 10,000,000 (pre-split) shares which were issued to an
officer/shareholder of the Company; the remaining 6,000,000 shares were issued
to various individuals for cash of $16,000. Additionally, the
financial statements reflect a change in par value from no par value to $.001
per share effected on June 30, 2008.
In November 2006,
an entity related to a stockholder performed legal services valued at $500 in
connection with the Company's registration statement on Form
SB-2. The related payable was forgiven by the law firm and was
accounted for as a contribution to capital.
DANA
RESOURCES
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS (continued)
For
the Quarter Ended December 31, 2008
(Unaudited)
4. Stockholders’
Equity (Deficit) (continued)
a) Common Stock
(continued)
The Company
effected a 70-for-1 forward stock split as of February 20,
2008. Certain shareholders cancelled shares held by them in
connection with the forward stock split. These shares represent
394,800,000 (post-split) shares subject to a Lockup Agreement dated July 31,
2007 as well as 674,999,290 (post-split) shares owned by the sole officer and
director at that time. The total number of cancelled shares is
1,069,799,280 (post-split) shares, 50,200,710 shares after the stock
split. All share amounts have been retroactively restated for all
periods presented.
For the period
ended March 31, 2008, a director of the Company contributed $15,272 for working
capital purposes and waived any rights of repayment.
On May 2, 2008, the
Company entered into an agreement with MRC1 Exploraciones to perform an
evaluation of the mineral claims for a fee of $25,000. The CEO of the
Company contributed $10,000 for working capital purposes and waived any rights
of repayment.
On June 3, 2008,
the Company entered into an agreement with Sociedad Minera De Responsabilidad
Limitada Angelo XXI (“Angelo XXI”) for the assignment of mining rights located
in Peru, South America. The purchase price was 25,000,000 shares of restricted
common stock, valued at $28,750,000; the fair value of the underlying shares
(See Note 7).
On June 29, 2008,
the Company issued 80,000 shares through a private placement. The shares were
sold at $1.00 per share and the placement was exempt under 4(2).
On September 26,
2008, the Company sold 13,500 shares of common stock for $13,500.
On October 9, 2008,
the Company sold 13,480 shares of common stock for $13,480.
On October 13,
2008, the Company sold 13,500 shares of common stock for $13,500.
On October 31,
2008, the Company canceled 25,000,710 shares of common stock; there was no
consideration paid and the shares canceled are reflected in the financial
statements.
As of December 31,
2008, there are 50,320,480 shares issued and outstanding.
DANA
RESOURCES
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS (continued)
For
the Quarter Ended December 31, 2008
(Unaudited)
4. Stockholders’
Equity (Deficit) (continued)
b) Stock Option
Plan
In July 2006, the
Board of Directors adopted and the stockholders at that time approved the 2006
Stock Option Plan ("the Plan"). The Plan provides for the granting of
qualified and non-qualified stock options to issue up to 2,000,000 shares of
common stock to directors, officers, advisors and employees of the Company as
well as to employees of companies that do business with the
Company. Awards under the plan will be granted as determined by the
Stock Option Committee of the Board of Directors. The Plan limits
awards to directors, officers and employees to $100,000 of compensation per
year. The options will expire after 10 years or 5 years if the option
holder owns at least 10% of the common stock of the Company. The
exercise price of a non-qualified option must be at least 85% of the market
price. The exercise price of a qualified option must be at least
equal to the market price or 110% of the market price if the option holder owns
at least 10% of the common stock of the Company. At December 31,
2008, no awards had been made and total awards available to be granted from the
Plan amounted to 2,000,000 shares.
5. Related
Party Transactions
a) The
Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his offices,
as needed, at no expense to the Company.
b) An
officer and shareholder advanced $1,800 to pay web development costs during the
quarter ended March 31, 2007. The same officer and shareholder has
accrued salary of $45,000 for the fifteen months ended March 31, 2008 at the
rate of $3,000 per month. As of June 30, 2008 the balance due was
forgiven.
c) During
the quarter ended March 31, 2008, the outstanding accounts payable, accrued
salary and amounts due to related parties were forgiven by some shareholders and
treated as contributed capital totaling $51,319.
d) On May 2, 2008,
the Company entered into an agreement with MRC1 Exploraciones to perform an
evaluation of the mineral claims which $10,000 was contributed by the CEO and
has waived any rights of repayment.
e) As of June 30,
2008 and 2007, outstanding advances made to the Company by Len De Melt, the
Company’s current president, respectively, were $7,679. As of
December 31, 2008, all outstanding advances have been repaid.
DANA
RESOURCES
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS (continued)
For
the Quarter Ended December 31, 2008
(Unaudited)
6. Mineral
Rights and Impairment
The Company entered
into an agreement dated June 3, 2008 to acquire 19 precious and base metal
mining claims in Peru, South America for 25,000,000 shares of restricted common
stock and the payment of a 1.5% net smelter royalty. The Company
issued 25,000,000 shares, valuing the asset at the fair value of the underlying
stock as of the agreement date which was $28,750,000. On June 30,
2008, the Company evaluated the asset for potential impairment in accordance
with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived
Assets”.
At the end of June
30, 2008, the Company, in accordance with FAS 141 and FAS 142, valued the asset
for impairment. Additionally the Company found several reports that
showed that the industry traditionally used 2 percent of the asset value, price
times ounces, to establish value on the financial statements. As
such, the Company used a formula (as indicated in the following paragraph) and
determined that a more conservative approach for asset valuation was
appropriate. The method used by the Company to determine the fair
value of the mineral rights as of June 30, 2008 was as follows:
The Company
purchased the rights to approximately 1,100,000 ounces of estimated gold
reserves. The Company anticipates extracting at least 1% of the total
reserves; or approximately 11,000 ounces. Utilizing an average spot
price of $850 per oz., the estimated fair value of the rights was determined to
be $9,350,000. The difference between the carrying value of
$28,750,000 and the fair value of $9,350,000 which totaled $19,400,000 was
recorded as impairment.
7. Commitments
On April 29, 2008,
the Company appointed Len De Melt as the new President and Chief Financial
Operator and entered into a management agreement dated April 29, 2008 with the
President of the Company for the provision of management services at $5,000 per
month commencing in May 2008 for an indefinite term. The Company has
accrued $30,000 as of December 31, 2008.
On May 2, 2008, the
Company entered into an agreement with MRC1 Exploraciones to perform an
evaluation of the mineral claims for a fee of $25,000. Of which
$10,000 were contributed by the CEO and the remaining $15,000 are to be paid on
October, 2008. The Company has accrued $15,000 in accrued
expenses.
On June 3, 2008,
the Company entered into a mining agreement with Elmer Rosales. As per the
agreement, the Company will compensate Mr. Rosales $10,000 per month commencing
in September 2008. The Company has accrued $40,000 as of December 31,
2008.
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
Forward
Looking Statements
This quarterly
report on Form 10-Q contains forward-looking statements that involve risks and
uncertainties. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology including "could", "may", "will", "should", "expect", "plan",
"anticipate", "believe", "estimate", "predict", "potential" and the negative of
these terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially.
While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested in this report.
Business
Overview and Uncertainties
We
were incorporated as a Wyoming company on July 21, 2006. Our business is the
acquisition, exploration and development of mineral properties. We have one
wholly owned Peruvian subsidiary, Dana Resources SAC, which is the registered
holder of title to 19 patented and unpatented base and precious metal mining
properties located in the provinces of Chumbivilcas, Recuay, Piura, Huaytara,
Pallasca, and Huancabamba, Peru, all of which we acquired on June 3,
2008.
Formerly, our
business was to build and market an educational website on the subject of
personal computing. On February 20, 2008, we amended our articles of
incorporation to change our name to Dana Resources. The change of our name
coincided with our decision to abandon our former business activities and to
engage in the acquisition, exploration and development of mineral
properties.
Our principal
office is located at 810 Malecon Cisneros, Miraflores, Lima, Peru R5 18. Our
telephone number is 380-44-331-62-01. Our fiscal year end is June
30.
Resu
lts
of Operations for the Period From July 21, 2006 (Date of Inception) to December
31, 2008 and for the Three Months Ended December 31, 2008
Lack
of Revenues
We
are an exploration stage company with limited operations since our inception on
July 21, 2006 to December 31, 2008. We have not generated any revenues. As of
December 31, 2008, we had total assets of $9,356,515 and total liabilities of
$139,970. Since our inception to December 31, 2008, we have accumulated a
deficit of $20,851,026. We anticipate that we will continue to incur substantial
losses and our ability to generate any revenues in the next 12 months remains
uncertain.
We
have accumulated total expenses of $352,686 since our inception on July 21, 2006
to December 31, 2008, including $305,383 in general and administrative expenses,
$25,000 in mining expenses and $22,303 in land claim fees. It has not been
determined whether there are proven or probable reserves on our properties. We
have therefore recognized total impairment losses of mineral property
acquisition costs of $19,400,000 from inception to September 30,
2008.
Our total expenses
increased by $78,393 to $96,571 for the three months ended December 31, 2008
from $18,178 for the three months ended December 31, 2007, and were entirely
comprised of general and administrative expenses. Our total general and
administrative expenses mainly consisted of $49,441 in professional fees and
$45,000 in management fees.
The types of
expenses that we may categorize as general and administrative expenses include
professional fees, consulting fees, foreign exchange loss, mineral property
costs, transfer agent and filing fees, office supplies, travel expenses, rent,
communication expenses (cellular, internet, fax and telephone), bank charges,
advertising and promotion costs, office maintenance, courier and postage costs,
and office equipment.
Net
Loss
Since our inception
on July 21, 2006 to December 31, 2008, we have incurred net loss of $19,747,026.
For the three months ended December 31, 2008, we incurred net loss of $96,571
compared to our net loss of $18,178 for the same period in
2007.
Results
of Operations for the Six Months Ended December 31, 2008
Lack
of Revenues
We
did not earn any revenues during the six months ended December 31, 2008 and we
do not foresee earning any revenues during the next 12 months.
Expenses
During the six
months ended December 31, 2008, we incurred total expenses of
$151,102.
Our total expenses
increased by $118,314 to $151,052 for the six months ended December 31, 2008
from $32,738 for the three months ended December 31, 2007, and were entirely
comprised of general and administrative expenses. Our total general and
administrative expenses mainly consisted of $77,414 in professional fees and
$70,000 in accrued management fees.
Liquidity
and Capital Resources
At
December 31, 2008, we had cash of $6,515 in our bank account and a working
capital deficit of $133,455. Our net loss from inception on July 21, 2006 to
December 31, 2008 was $19,747,026, including a non-cash item of $19,400,000 for
impairment of our mineral rights. To date, our operations have been funded
primarily through equity financing. We have raised a total of $136,480 from
sales of our common stock.
We
had total assets valued at $9,356,515 and incurred total liabilities of $139,970
as at December 31, 2008.
During the six
months ended December 31, 2008, we used net cash of $57,431 to fund our
operations. This compares to net cash used in operating activities of $10,219
for the same period in 2007. The amount of net cash used in operations increased
by $47,212 from the six months ended December 31, 2007 to the six months ended
December 31, 2008 due to our increased operating activities after acquiring our
mineral interests.
During the six
months ended December 31, 2008, we received net cash of $40,480 from the sale of
our common stock, compared to $10,000 for the same period in 2007. We
have not engaged in other financing activities since our inception.
We
expect that our total expenses will increase over the next year as we increase
our business operations and exploration activities of mineral properties. We
have not been able to reach the break-even point since our inception and have
had to rely on outside capital resources. We do not anticipate generating any
revenues for the next two years. Over the next 12 months, we plan to initially
concentrate on completing a comprehensive review of all the data available from
the previous exploration of our mineral properties and carry out surveys to
identify potential drill targets. To that end, we have not completed a plan of
operation or exploration and have not anticipated the cost of exploring our
mineral properties. We intend to complete a plan of operation and
exploration once we have completed the title registration of our mineral
properties.
There is no
assurance that we will be able to accurately anticipate the cost of exploring
our mineral properties or obtain the financing necessary to complete any plan of
exploration. This could prevent us from achieving revenues.
In
order to improve our liquidity, we intend to pursue additional equity financing
from private placement sales of our equity securities or shareholder loans. We
intend to negotiate with our management and consultants to pay parts of salaries
and fees with stock and stock options instead of cash. We do not presently have
sufficient financing to undertake any exploration program on our mineral
properties. Issuances of additional shares will result in dilution to our
existing shareholders.
We
currently do not have any arrangements in place for the completion of any
further private placement financings and there is no assurance that we will be
successful in completing any further private placement financings. If we are
unable to achieve the necessary additional financing, then we plan to tailor our
exploration expenses and administrative expenses proportionately to the amount
of capital resources available to us.
Off-Balance
Sheet Arrangements
We
have no significant off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
stockholders.
Inflation
The amounts
presented in the financial statements do not provide for the effect of inflation
on our operations or financial position. The net operating losses shown would be
greater than reported if the effects of inflation were reflected either by
charging operations with amounts that represent replacement costs or by using
other inflation adjustments.
Critical
Accounting Policies
Exploration Stage
Company
Based upon the
Company's business plan, it is an exploration stage company as defined by
Statement of Financials Accounting Standard (“SFAS”) No. 7, “Accounting and
Reporting by Development Stage Enterprises.” Accordingly, the Company
presents its financial statements in conformity with the accounting principles
generally accepted in the United States of America that apply in establishing
operating enterprises. As an exploration stage company, the Company
discloses the deficit accumulated during the exploration stage as well as the
cumulative statements of operations and cash flows from inception to the current
balance sheet date.
Long-Lived
Assets
In accordance with
Statement of Financial Accounting Standard ("SFAS") No. 144, "Accounting
for the Impairment and Disposal of Long-Lived Assets," long-lived assets to
be held and used are analyzed for impairment and disposal of
whenever events or changes in circumstances indicate that the related
carrying amounts may not be recoverable. The Company evaluates at each
balance sheet date whether events and circumstances have occurred that
indicate possible impairment. If there are indications of impairment, the
Company uses future undiscounted cash flows of the related asset or asset
grouping over the remaining life in measuring whether the assets are
recoverable. In the event such cash flows are not expected to be sufficient
to recover the recorded asset values, the assets are written down to their
estimated fair value. Long-lived assets, including mineral properties, to be
disposed of are reported at the lower of the carrying amount or fair value
of the asset less cost to sell (refer to Note 6).
Item 3. Quantitative and Qualitative Disclosures About Market
Risk.
We are a smaller
reporting company as defined by Rule 12b-2 of the Exchange Act and are not
required to provide information under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms and that such information is accumulated
and communicated to our sole officer, as appropriate to allow timely decisions
regarding required disclosure. We carried out an evaluation, under the
supervision and with the participation of our sole officer, of the effectiveness
of the design and operation of our disclosure controls and procedures as of
December 31, 2008. Based on the evaluation of these disclosure controls and
procedures, and in light of the material weaknesses in our internal control over
financial reporting identified in our Annual Report on Form 10-K for the year
ended June 30, 2008, the sole officer concluded that our disclosure controls and
procedures are ineffective.
Changes in internal
controls
We
have not yet implemented any of the recommended changes to internal control over
financial reporting listed in our Annual Report on Form 10-K for the year ended
June 30, 2008. As such, there were no changes in our internal control over
financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange
Act, during the quarter ended December 31, 2008, that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
Item 4T. Controls and Procedures.
Not
applicable.
PART
II – OTHER INFORMATION
Item 1. Legal
Proceedings
.
We
are not aware of any legal proceedings which involve us, our subsidiary, or any
of our properties.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None.
Item
6. Exhibits
Exhibit
No.
|
Description
|
31.1
|
|
32.1
|
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
Dana
Resources
|
|
|
|
By:
/
s
/
Len De Melt
|
Date:
February 17, 2009
|
Len
De Melt
|
|
President,
Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer, Secretary, Treasurer and
Director
|
10
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