- Quarterly Report (10-Q)

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, 2009

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

For the transition period from _________ to _________

Commission File Number: 333-138471

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 May 14, 2009 the registrant had 50,320,480 shares of common stock outstanding.

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3. Quantitative and Qualitative Disclosures About Market Risk .	6
Item 4 Controls and Procedures	7
PART II – OTHER INFORMATION	7
Item 1. Legal Proceedings.	7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	7
Item 3. Defaults Upon Senior Securities.	7
Item 4. Submission of Matters to a Vote of Security Holders.	8
Item 5. Other Information.	8
Item 6. Exhibits	8
SIGNATURES	9

PART I - FINANCIAL INFORMATION

Safe Harbor Statement

This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.

These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our consolidated financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

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. 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.

Dana Resources

(A Development Stage Company)

Unaudited

(Express in U.S. Dollars)

March 31, 2009

Unaudited Consolidated Balance Sheets	F-1
Unaudited Consolidated Statements of Operations	F-2
Unaudited Consolidated Statement of Stockholders Equity (Deficit)	F-3
Unaudited Consolidated Statements of Cash Flows	F-4
Unaudited Notes to the Consolidated Financial Statements	F-5

DANA RESOURCES

(An Exploration Stage Company)

Balance Sheets

(Unaudited)

	As of			As of
	March 31, 2009			June 30, 2008
	(Unaudited)			(Audited)

ASSETS
Current assets
Cash	$	1,137		$	23,466

Total current assets		1,137			23,466

Mineral rights		9,350,000			9,350,000

Total assets	$	9,351,137		$	9,373,466


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	7,500		$	773
Accounts payable (related party)		-			7,679
Accrued expenses		173,602			37,847

Total current liabilities		181,102			46,299

Total liabilities		181,102			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 accumulated during the exploration stage		(20,897,536	)		(20,699,924	)

Total stockholders' equity		9,170,035			9,327,167

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,351,137		$	9,373,466

The Accompanying Notes are an Integral Part of these Financial Statements

F-1

DANA RESOURCES

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

	Three Months			Three Months			Nine Months			Nine Months			July 21, 2006
	Ended			Ended			Ended			Ended			(Inception)
	March 31, 2009			March 31, 2008			March 31, 2009			March 31, 2008			March 31, 2009
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

Revenues	$	-		$	-		$	-		$	-		$	-

Expenses
General and administrative expenses		240			1,793			3,878			2,531			27,939
Management Fees		45,000			9,000			115,000			27,000			175,000
Professional fees		1,269			3,220			78,684			17,220			148,953
Mining Expenses		-			-			-			-			25,000
Land claim fees		-			-			50			-			22,303
Total expenses		46,509			14,013			197,612			46,751			399,195

Loss from operations		(46,509	)		(14,013	)		(197,612	)		(46,751	)		(399,195	)


Other income (expense)
Gain on debt settlement		-			5,660			-			5,660			5,660
Loss on impairment		-			-			-			-			(19,400,000	)

Total other income (expense)		-			5,660			-			5,660			(19,394,340	)


Net loss	$	(46,509)		$	(8,353)		$	(197,612)		$	(41,091)		$	(19,793,535)



Net loss per share basic	$	(0.00)		$	(0.00)		$	(0.00)		$	(0.00)

Weighted average number of shares		50,320,480			661,515,000			61,482,878			892,010,000
The Accompanying Notes are an Integral Part of these Financial Statements

F-2

DANA RESOURCES

(An Exploration Stage Company)

Statement of Stockholders’ Equity (Deficit)

(Unaudited)

	Preferred		Preferred		Common			Common			Additional		Common			Deficit Accumulated
	Stock		Stock		Stock			Stock			Paid-In Capital		Stock			During the			Total
	Shares		Value		Shares			Value			Capital		Subscribed			Exploration Stage

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
Forgiveness 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		-		-		-			-			-		-			(197,612	)		(197,612	)
Balance at March 31, 2009 (unaudited)		-	$	-		50,320,480		$	50,322		$	30,017,249	$	-		$	(20,897,536)		$	9,170,035

The Accompanying Notes are an Integral Part of these Financial Statements

F-3

DANA RESOURCES

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

								July 21, 2006
		Nine Months Ended			Nine Months Ended			(Inception) Through
		March 31, 2009			March 31, 2008			March 31, 2009
		(Unaudited)			(Unaudited)			(Unaudited)

Cash Flows from Operating Activities:

	Net loss	$	(197,612	)	$	(32,738	)	$	(19,793,535	)

Adjustments 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			6,727			4,000			7,500
Accounts payable (related party)			(7,679	)		18,519			57,478
Accrued expenses			135,755			-			173,602
Net cash used by operating activities			(62,809	)		(10,219	)		(160,615	)

Cash Flows from Financing Activities:

Proceeds from promissory notes			-			-			4,730
Payment made as settlement of promissory notes			-			-			(4,730	)
Contributions of capital			-			-			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			(22,329	)		(219	)		1,137

Beginning cash			23,466			484			-

Ending cash		$	1,137		$	265		$	1,137

Supplemental Disclosures
Cash Paid For:
Interest		$	-		$	-		$	-
Income taxes		$	-		$	-		$	-

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

F-4

DANA RESOURCES

(An Exploration Stage Company)

Notes to the Financial Statements

For the Quarter Ended March 31, 2009

(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 March 31, 2009, the Company had no revenues and an accumulated deficit of $20,897,536. 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.

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 March 31, 2009, 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.

F-5

DANA RESOURCES

(An Exploration Stage Company)

Notes to the Financial Statements

For the Quarter Ended March 31, 2009

(Unaudited)

3. Summary of Significant Accounting Policies (continued)

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.

e) Financial Instruments

The carrying value of cash, accounts payable and accrued expenses 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 March 31, 2009, the Company had no potentially dilutive securities. The per share calculation reflects the effect of the stock split on a retroactive basis.

F-6

DANA RESOURCES

(An Exploration Stage Company)

Notes to the Financial Statements

For the Quarter Ended March 31, 2009

(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) Recently Enacted Accounting Standards

In September 2006, the Financial Accounting Standards Board ("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.

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.

F-7

DANA RESOURCES

(An Exploration Stage Company)

Notes to the Financial Statements

For the Quarter Ended March 31, 2009

(Unaudited)

3. Summary of Significant Accounting Policies (continued)

k) Recently Enacted Accounting Standards (continued)

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 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.

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 1,120,000,000 (post-split) shares of common stock to various individuals including 700,000,000 shares which were issued to an officer/shareholder of the Company; the remaining 420,000,000 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.

F-8

DANA RESOURCES

(An Exploration Stage Company)

Notes to the Financial Statements

For the Quarter Ended March 31, 2009

(Unaudited)

4. Stockholders’ Equity (Deficit) (continued)

a) Common Stock (continued)

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.

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 March 31, 2009, there are 50,320,480 shares issued and outstanding.

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 March 31, 2009, no awards had been made and total awards available to be granted from the Plan amounted to 2,000,000 shares.

F-9

DANA RESOURCES

(An Exploration Stage Company)

Notes to the Financial Statements

For the Quarter Ended March 31, 2009

(Unaudited)

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 March 31, 2009, all outstanding advances have been repaid.

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 144, 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 $45,000 as of March 31, 2009.

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 were to be paid in 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 $70,000 as of March 31, 2009.

F-10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

Results of Operations for the Period From July 21, 2006 (Date of Inception) to March 31, 2009 and for the Three Months Ended March 31, 2009

Lack of Revenues

We are an exploration stage company with limited operations since our inception on July 21, 2006 to March 31, 2009. We have not generated any revenues. As of March 31, 2009, we had total assets of $9,351,137 and total liabilities of $181,102. Since our inception to March 31, 2009, we have accumulated a deficit of $20,897,536. We anticipate that we will continue to incur substantial losses and our ability to generate any revenues in the next 12 months remains uncertain.

Expenses

We have accumulated total expenses of $399,195 since our inception on July 21, 2006 to March 31, 2009, including $27,939 in general and administrative expenses, $175,000 in management fees, $148,953 in professional fees (including accounting, auditing and legal fees), $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 our inception to March 31, 2009.

Our total expenses increased by $32,496 to $46,509 for the three months ended March 31, 2009 from $14,013 for the three months ended March 31, 2008. For the three months ended March 31, 2009, total expenses were comprised of $240 in general and administrative expenses, $45,000 in accrued management fees, including $15,000 owed to Len De Melt, our sole officer and a director, and $30,000 owed to Elmer Castillo, a director, and $1,269 in professional fees.

For the three months ended March 31, 2008 our total expenses of $14,013 consisted of $1,793 in general and administrative expenses, $9,000 in accrued management fees and $3,220 in professional fees.

The types of expenses that we may categorize as general and administrative expenses include foreign exchange loss, 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 March 31, 2009, we have incurred a net loss of $19,793,535. For the three months ended March 31, 2009, we incurred a net loss of $46,509 compared to a net loss of $8,353 for the same period in 2008, which is an increase in net loss of $38,156 between the two periods resulting from increased management fees for the three months ended March 31, 2009.

Results of Operations for the Nine Months Ended March 31, 2009

Lack of Revenues

We did not earn any revenues during the nine months ended March 31, 2009 and we do not foresee earning any revenues during the next 12 months.

Expenses

During the nine months ended March 31, 2009, we incurred total expenses of $197,612, an increase of $150,861 from total expenses of $46,751 for the nine months ended March 31, 2008.

Total expenses for the nine months ended March 31, 2009 were comprised of $3,878 in general and administrative expenses, $115,000 in management fees (including accounting, audit and legal fees), $78,684 in professional fees and $50 in land claim fees.

Total expenses for the nine months ended March 31, 2008 were comprised of $2,531 in general and administrative expenses, $27,000 in management fees and $17,220 in professional fees. There were no land claim fees for the nine months ended March 31, 2008.

Liquidity and Capital Resources

At March 31, 2009, we had cash of $1,137 in our bank account and a working capital deficit of $179,965, an increase of $157,132 from our working capital deficit of $22,833 at December 31, 2008. We had total assets valued at $9,351,137 and incurred total liabilities of $181,102 as at March 31, 2009.

Our net loss from inception on July 21, 2006 to March 31, 2009 was $19,793,535. Net loss includes a non-cash item of $19,400,000 for impairment of our mineral rights based on a more conservative method of valuation of accounting for asset valuation. 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.

During the nine months ended March 31, 2009, we used net cash of $62,809 to fund our exploration operations in Peru. This compares to net cash used in operating activities of $10,219 for the same period in 2008 under our old business plan of developing a personal computer troubleshooting website for consumers. The amount of net cash used to fund our operations increased by $52,590 from the nine months ended March 31, 2008 to the nine months ended March 31, 2009 due to our increased exploration activities after acquiring our mineral interests.

During the nine months ended March 31, 2009, we received net cash of $40,480 from the sale of our common stock, compared to $10,000 for the same period in 2008.

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. Our auditors have issued us a going concern opinion, which means there is substantial doubt we will be able to sustain our operations unless we are able to obtain outside financing in the form of debt or equity financing.

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. Any 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.

Significant Accounting Policies

Exploration Stage Company

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 March 31, 2009. 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 March 31, 2009 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 Number	Description
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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: May 15, 2009	Len De Melt
	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director

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