485BPOS

Registration No. 033 - 49808

      Investment Company Act File No. 811-06727

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933	x
Pre-Effective Amendment No. _____
Post-Effective Amendment No.    39	x
and/or
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940	x
Amendment No.    40
(Check Appropriate Box or Boxes)

DOMINION FUNDS, INC.

(Exact Name of Registrant as Specified in Charter)

2 West Washington Street

Middleburg, VA 20118

  (Address of Principal Executive Offices)

(800) 416-2053

(Registrant's Telephone Number, Including Area Code)

Paul Dietrich

21509 Willisville Road

Upperville, VA 20184

(Name and Address of Agent for Service)

Copies to:

JoAnn M. Strasser, Esq.

Thompson Hine, LLP

41 South High Street, 17^th floor

Columbus, Ohio  43215

  Approximate date of proposed public offering: As soon as practicable after the effective date of the registration statement.  

It is proposed that this filing will become effective:
x	immediately upon filing pursuant to paragraph (b)
_______	on [date] pursuant to paragraph (b)
_______	60 days after filing pursuant to paragraph (a)(1)
_______	on  [date] pursuant to paragraph (a)(1)
_______	75 days after filing pursuant to paragraph (a)(2)
_______	on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

o This post-effective amendment designates a new effective date for a previously filed post-effective amendment.     

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Alexandria, Commonwealth of Virginia, on the 25^th day of January, 2013.

DOMINION FUNDS, INC.
By:	/s/Paul Diertrich
	Paul Dietrich, President and Principal Accounting Officer

Pursuant to the Requirements of the Securities Act of 1933, this Amended Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

/s/Paul Dietrich Paul Dietrich	President, Director, Chairman of the Board, Secretary,  Principal Accounting Officer and Anti-Money Laundering Compliance Officer	January 25, 2013
Derek Way-jai Lee *	Director	January 25, 2013
Charles T. McMillen *	Director	January 25, 2013

By:      

/s/Paul Dietrich

      January 25, 2013

  Paul Dietrich

                       Attorney-in-Fact pursuant to powers of attorney previously filed in the Registrant’s Post-Effective Amendment No. 25 to its Registration Statement filed on October 27, 2009 and incorporated herein by reference.

The undersigned Paul Dietrich, Derek Way-jai Lee, and Charles T. McMillen, the Directors and Officers of Dominion Funds, Inc. designate Paul Dietrich as attorney-in-fact, to sign on his behalf, in the capacities indicated, any Registration Statement or amendment thereto (including post-effective amendments) for Dominion Funds, Inc., with all exhibits thereto, with the Securities and Exchange Commission.

/s/ Paul Dietrich Paul Dietrich	President (Principal Executive Officer and Principal Financial Accounting Officer) and Director	October 27, 2009
/s/ Derek Way-jai Lee Derek Way-jai Lee	Director	October 27, 2009
/s/ Charles T. McMillen Charles T. McMillen	Director	October 27, 2009

EXHIBIT INDEX

Index No.	Description of Exhibit
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema Document
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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Fairfax Gold and Precious Metals Fund | Fairfax Gold and Precious Metals Fund

Fairfax Gold and Precious Metals Fund

Investment Objective:

The Fund’s investment objective is capital appreciation.

Fees and Expenses of the Fund:

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees (fees paid directly from your investment)

Shareholder Fees Fairfax Gold and Precious Metals Fund		Fairfax Gold and Precious Metals Fund Class N	Fairfax Gold and Precious Metals Fund Class I
Maximum Sales Charge (Load) Imposed on Purchases		none	none
Maximum Deferred Sales Charge (Load)		none	none
Maximum Sales Charge (Load) Imposed on Reinvested Dividends (and other Distributions)		none	none
Redemption Fee	[1]	none	none
Exchange Fee		none	none

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Annual Fund Operating Expenses Fairfax Gold and Precious Metals Fund		Fairfax Gold and Precious Metals Fund Class N	Fairfax Gold and Precious Metals Fund Class I
Investment Management Fees		1.00%	1.00%
Distribution (12b-l) Fees		0.40%	none
Other Expenses	[1]	0.57%	0.57%
Acquired Fund Fees and Expenses	[1]	0.02%	0.02%
Total Annual Fund Operating Expenses		1.99%	1.59%

Example:

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same, except that the Expense Agreement will remain in effect only through January 31, 2014 so Fund expenses thereafter will be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expense Example Fairfax Gold and Precious Metals Fund (USD $)	1 Year	3 Years
Fairfax Gold and Precious Metals Fund Class N	202	624
Fairfax Gold and Precious Metals Fund Class I	162	502

Portfolio Turnover:

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio).  A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account.  These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance.  

Principal Investment Strategies of the Fund:

The Fund seeks to achieve its investment objective by investing, under normal circumstances, at least 80% of its net assets plus borrowings for investment purposes in equity and equity-related securities of companies that are principally engaged in the mining, fabrication, processing or distribution of gold, silver, platinum, palladium and other precious metals or in the development of such precious metals mines. The Fund expects to invest principally in junior and mid-tier mining companies with mines in production. Up to 20% of the Fund’s net assets may be invested in companies developing gold, silver, platinum, palladium or other precious metals mines that have no current production from mining operations and no immediate source of cash flow. The Fund may invest in gold, silver, platinum, palladium and other precious metals through equity or equity-related securities, such as exchange traded funds ("ETFs"), which represent interests in, or relate to, gold, silver, platinum, palladium or other precious metals and which management believes have the potential for capital appreciation. The Fund may purchase securities issued by companies of any size or market capitalization. The Fund concentrates its investments in the gold and precious metals industries because it invests more than 25% of its assets in these industries, under normal circumstances. The Fund may invest in the following type of equity securities: common stock, preferred stock, rights and warrants, American depositary receipts ("ADRs") and Global depositary receipts ("GDRs") of companies listed on any of the U.S. stock exchanges and the stock exchanges of other countries. The Fund may invest in equity securities that are private placements and initial public offerings.

The Fund may invest in derivative investments, which the Fund defines as short ETFs (commonly known as inverse funds) or leveraged ETFs.  The Fund uses leveraged ETFs to increase the Fund’s overall market exposure to gold, silver, platinum, palladium or other precious metals, including following cash inflows from new investments. The Fund uses short ETFs to hedge the risks of existing stock positions in the Fund’s portfolio. The ETF’s in which the Fund will invest will invest substantially in gold, silver, platinum, palladium of other precious metals.  Investments by the Fund in equity and equity-related securities are expected principally to be made in companies with operations in the United States, Canada or Australia. However, the Fund may invest in equity and equity-related securities of companies operating anywhere in the world, in both developed and emerging markets.

The Fund intends to invest primarily in the securities of junior and mid-tier mining companies, which will typically have a market capitalization in the range from $100 million to $5 billion. Companies in which the Fund typically invests will have a strong resource base, with a substantial amount of gold, silver, platinum, palladium or other precious metals that have been assessed in accordance with industry standards. The Fund will seek to invest in the securities of companies that have little or no history or likelihood of serious environmental problems and a strong balance sheet, preferably with little or no debt. Companies with currently operating mines in which the Fund invests will not generally have hedged future production to any material extent and the companies will generally have strong cash flow compared with other companies of a similar market capitalization mining the same type of precious metals. The companies in which the Fund invests will typically operate mines or develop mines with a reasonably long forecast lifespan and potential for further discoveries of gold, silver, platinum, palladium or other precious metals. While the Fund intends to invest primarily in junior and mid-tier mining companies, the Fund will also be allowed to invest in larger-cap mining companies, with market capitalizations over $5 billion.

Principal Risks of Investing in the Fund:

 You could lose money on your investment in the Fund.  As with any fund, there can be no guarantee that the Fund will meet its objective or that the Fund’s performance will be positive for any period of time. The Fund is best suited for people who want to grow their capital over the long term and who are comfortable with possible frequent short-term changes in the value of their investment. An investment in the Fund should not be considered a complete investment program.

Gold and Precious Metals Risk.  The Fund’s investments are concentrated in gold and other precious metals (including silver, platinum, palladium and other precious metals) operating companies. By concentrating in the industries in a single sector, the Fund carries a much greater risk of adverse developments than a fund that invests in companies from a wide variety of industries. The price of gold and precious metals operating companies is strongly affected by the price of gold or other precious metals such as platinum, palladium and silver, as well as by certain costs and business and operational risks directly associated with their operations. These prices may be volatile, fluctuating substantially over short periods of time. In times of stable economic growth, traditional equity and debt investments could offer greater appreciation potential and the value of gold and other precious metals may be adversely affected, which in turn could affect the Fund’s returns. In addition, some gold and precious metals mining companies have hedged their exposure to falls in the price of gold or precious metals by selling forward future production, which could limit the company’s benefit from future rises in the price of gold or precious metals.  Mining operations have varying expected life spans and those with a short expected life span may experience more stock price volatility. Companies developing precious metals mines may present greater risks than companies with mines in production.  Also investments in mining and in metals entail the risk that the Fund’s investments might not qualify as a "regulated investment company" under the Internal Revenue Code, and its income and capital gains might become subject to federal income taxes, reducing returns to shareholders.

Junior and Mid-Tier Mining Companies Risk.  Securities of junior and mid-tier mining companies are often more speculative in nature, and tend to be less liquid and more volatile in price than securities of larger mining companies.

Equity Securities Risk.  Equity securities and stock markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, interest rate fluctuations or economic developments.  The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions.

Market Risk and Selection Risk.  Market risk is the risk that prices of securities in which the Fund invests may go down in value due to risks associated with investments in the stock markets.  Selection risk is the risk that the securities selected by Fund management may underperform the market or other securities selected by other funds.

ETFs Risk.  The Fund may invest in ETFs, including short or leveraged ETFs. The Fund may invest in ETFs that represent interests in or relate to gold, silver, platinum, palladium or other precious metals.  The price of an ETF can fluctuate up and down, and the Fund could lose money investing in an ETF if the prices of the securities owned by the ETF go down. Gold and other precious metal ETFs trade like a stock on an exchange and are intended to track the price of the precious metal to which the ETF relates.   

Derivatives Risk.  The Fund’s use of derivatives may reduce the Fund’s returns and/or increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. A risk of the Fund’s use of derivatives is that the fluctuations in their values may not correlate perfectly with the overall securities markets.  Derivatives are also subject to counterparty risk, which is the risk that the other party in the transaction will default and not fulfill its contractual obligation.  The Fund may invest in leveraged ETFs that use financial derivatives and debt to amplify the returns of an underlying index.  Holding a leveraged ETF longer than a day, especially when the index has large ups and downs, can lead to unexpectedly negative results because of daily rebalancing of the ETF.

Foreign Securities Risk.  Securities traded in foreign markets have often (though not always) performed differently from securities traded in the United States. However, such investments often involve special risks that may not be present in U.S. investments that can increase the chances that the Fund will lose money. These risks include foreign economy risk, currency risk, governmental supervision and regulation/accounting risk, risks of holding funds outside of the United States, and settlement risk.

Foreign Economy Risk.  The Fund may be susceptible to risk of loss in the event of adverse political, economic or diplomatic developments in foreign countries. To the extent that the Fund invests in securities of companies located in Canada and Australia, the Fund’s securities may go up or down in value depending on changes in the stock markets in these countries, on the relative exchange rates of their currencies, political and economic developments in these countries, and laws relating to investments in Canada and Australia.

Currency Risk.  Securities and other instruments in which the Fund invests may be denominated or quoted in currencies other than the U.S. dollar. For this reason, changes in foreign currency exchange rates can affect the value of the Fund’s portfolio.

Governmental Supervision and Regulation/Accounting Standard Risks.  Many foreign governments do not supervise and regulate stock exchanges, brokers and the sale of securities to the same extent as such regulations exist in the United States. They also may not have laws to protect investors that are comparable to U.S. securities laws.

Holding Fund Assets Outside the United States Risk.  The Fund generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight of their operations.

Settlement Risk.  Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States.

Emerging Markets Risk.  The risks of foreign investments are usually much greater for emerging markets. Investments in emerging markets may be considered speculative.  Emerging markets are riskier than more developed markets because they tend to develop unevenly and may never fully develop. The Fund is not limited in the amount of assets that it may invest in emerging market securities; therefore, the Fund is at a greater risk of loss due to the risks involved in investing in emerging market countries if the Fund invests a significant portion of its assets in such countries.

Small Cap and Emerging Growth Securities Risk.  Small cap or emerging growth companies may have limited production or markets. They may be less financially secure than larger, more established companies. They may depend on a small number of key personnel.  Historically, small cap or emerging growth company securities have been more volatile in price than larger company securities, especially over the short term.

Rights and Warrants Risk.  Warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security. Prices of warrants do not necessarily move in tandem with prices of the underlying securities and, therefore, may be considered speculative investments. If a warrant held by the Fund were not exercised by the date of its expiration, the Fund would incur a loss in the amount of the cost of the warrant. Rights are similar to warrants but are distributed directly by the issuer to its shareholders and normally have a short duration.

Restricted and Illiquid Security Risk.The Fund may make direct equity investments in securities that are subject to contractual and regulatory restrictions on transfer or that may be illiquid. The Fund may invest up to 15% of its net assets in illiquid securities.  These investments may involve a high degree of business and financial risk. The restrictions on transfer may cause the Fund to hold a security at a time when it may be beneficial to liquidate the security, and the security could decline significantly in value before the Fund could liquidate the security.

Initial Public Offerings Risk.  The Fund may invest in IPOs. An IPO is a company’s first offering of stock to the public. IPO risk is the risk that the market value of IPO shares will fluctuate considerably.  When the Fund’s asset base is small, a significant portion of the Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Fund. In addition, the market for IPO shares can be speculative and/or inactive for extended periods of time.

Industry Concentration Risk.  By focusing on an industry or a group of industries, the Fund carries much greater risks of adverse developments and price movements in such industries than a fund that invests in a wider variety of industries. Fluctuations in the price of gold, silver, platinum, palladium and other precious metals often dramatically affect the profitability of companies in the precious metals industry. Because the Fund concentrates in the gold, silver, platinum, palladium and other precious metals industries, there is also the risk that the Fund will perform poorly during a slump in demand for securities in such industries.

Performance:

 Because the Fund has not been in operation for an entire calendar year, there is no Fund performance information to be presented here. You may request a copy of the Fund’s annual and semi-annual reports, once available, at no charge by calling the Fund.

[1] The Transfer Agent charges a fee (currently $15) for each wire payment for shares redeemed, and a service charge(currently $20) for redemption proceeds sent by overnight courier.

[1] Estimated for the current fiscal year.