U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
Mark One
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. 000-53389
 
Double Crown Resources Inc.
(Name of small business issuer in its charter)
 
Nevada
 
98-0491567
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
 
2312 N. Green Valley Pkwy., Suite 1026, Henderson, Nevada 89014
(Address of principal executive offices)
 
(707) 961-6016
(Issuer’s telephone number)
 
Securities registered pursuant to Section
12(b) of the Act:
 
Name of each exchange on which
registered:
None
   
      
 
      
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001
   
(Title of Class)
   
 
Indicate by checkmark whether the issuer: (1) has 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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x   No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes  o   No o
 
Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
 
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o   No x
 
Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.
 
N/A
 
Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes o No o
 
Applicable Only to Corporate Registrants
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
 
Class
Outstanding as of  May 21, 2012
Common Stock, $0.001
165,472,820



 
 

 
 
DOUBLE CROWN RESOURCES INC.
 
Form 10-Q
 
Part 1.   
FINANCIAL INFORMATION
 
Page
 
         
Item 1.
Financial Statements
    3  
           
   
Balance Sheets (Unaudited)
    3  
           
      
Statements of Operations (Unaudited)
    4  
           
  Statement of Changes in Stockholders’ Equity (Unaudited)        
           
 
Statements of Cash Flows (Unaudited)
    5  
           
 
Notes to Financial Statements (Unaudited)
    6  
           
Item 2.   
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    13  
           
Item 3.   
Quantitative and Qualitative Disclosures About Market Risk
    21  
           
Item 4.
Controls and Procedures
    21  
           
Part II.
OTHER INFORMATION
       
           
Item 1.   
Legal Proceedings
    23  
           
Item 1A.   
Risk Factors
       
           
Item 2.  
Unregistered Sales of Equity Securities and Use of Proceeds
    23  
           
Item 3.   
Defaults Upon Senior Securities
    23  
           
Item 4    
Mine Safety Disclosure
    23  
           
Item 5.  
Other Information
    24  
           
Item 6   
Exhibits
    26  

 
2

 
 
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.
 
DOUBLE CROWN RESOURCES, INC.
(formerly "Denarii Resources, Inc.")
(An Exploration Stage Company)
BALANCE SHEETS
(unaudited)
 
   
March 31
   
December 31
 
   
2012
   
2011
 
             
ASSETS
           
             
Current assets
           
Cash
  $ 34,507     $ 38,120  
Prepaid Consulting Fees
    1,248       -  
Total current assets
  $ 35,755     $ 38,120  
                 
LIABILITIES
               
                 
Current Liabilities
               
Accounts payable
  $ 43,151     $ 50,207  
Accounts payable -  related parties
    77,998       83,998  
Disputed Liability - Related Party (Note 6)
    563,206       563,206  
Accrued Interest - Related Party
    42,375       20,881  
Convertible promissory notes - related party
    132,382       132,382  
Convertible debt - related parties (Note 4)
    98,104       95,572  
Convertible debt - related party
    48,000       48,000  
Convertible debt (Notes 4 & 5)
    -       20,000  
Total current liabilities
    1,005,216       1,014,246  
                 
Long Term Liabilities
               
Mineral prospect obligation (Note 4)
    137,909       135,378  
Convertible debt - long term portion (Note 4)
    30,000       30,000  
Total Long Term Liabilities
    167,909       165,378  
                 
Total liabilities
    1,173,125       1,179,624  
                 
STOCKHOLDERS' DEFICIT
               
                 
Common stock; 500,000,000 shares authorized at $0.001 par value 165,472,820 and 148,549,999 issued and outstanding at March 31, 2012 and December 31, 2011 respectively
    165,473       148,550  
Common stock payable
    6,700       1,000  
Common stock receivable
    -       (24,000 )
Additional paid-in capital
    1,934,793       1,182,182  
Deficit accumulated during exploration
    (3,244,336 )     (2,449,237 )
Total stockholders' deficit
    (1,137,370 )     (1,141,504 )
                 
Total liabilities and stockholders' deficit
  $ 35,755     $ 38,120  
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
DOUBLE CROWN RESOURCES, INC.
(formerly "Denarii Resources, Inc.")
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
 
    Three months ended     From inception (March 23, 2006) through  
    March 31, 2012     March 31, 2011     March 31, 2012  
                   
                   
REVENUE
  $ -     $ -     $ -  
                         
OPERATING EXPENSES
                       
Impairment of mineral property acquisition costs
    -       60,250       70,250  
Impairment of prepaid royalties
    -       124,200       124,795  
Professional fees
    580,084       126,336       1,674,625  
Office - general expenses
    34,737       4,062       130,915  
General expenses - related party
    33,688       28,626       732,536  
     Total Operating Expenses
    648,509       343,474       2,733,121  
                         
LOSS FROM OPERATIONS
    (648,509 )     (343,474 )     (2,733,121 )
OTHER (INCOME) EXPENSE
                       
Interest Expense
    3,726       -       14,904  
Interest Expense - related party
    22,830       -       49,687  
Civil Claim Contingency
    -       -       286,875  
Gain on cancelation of debt
    -       -       -  
Financing cost - related party
    120,034       -       159,749  
     TOTAL OTHER EXPENSE
    146,590       -       511,215  
                         
NET LOSS BEFORE INCOME TAXES
    (795,099 )     (343,474 )     (3,244,336 )
                         
PROVISION FOR INCOME TAX
    -       -       -  
                         
NET LOSS FOR THE PERIOD
  $ (795,099 )   $ (343,474 )   $ (3,244,336 )
                         
BASIC AND DILUTED (LOSS)
                       
PER COMMON SHARE
  $ (0.01 )   $ (0.01 )        
                         
WEIGHTED AVERAGE NUMBER
                       
OF COMMON SHARES
    158,882,569       65,046,667          
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
DOUBLE CROWN RESOURCES, INC.
(formerly "Denarii Resources, Inc.")
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
 
   
Three months ended
    From inception (March 23, 2006) through  
   
March 31, 2012
   
March 31, 2011
   
March 31, 2012
 
                   
OPERATING ACTIVITIES
                 
Net loss
  $ (795,099 )   $ (343,474 )   $ (3,244,336 )
Adjustments to reconcile net loss from operations:
                       
  Shares issued for services
    589,000       234,334       1,538,967  
  Impairment of mineral property acquisition costs
    -       -       60,250  
  Impairment of prepaid royalties
    -       -       134,200  
  Beneficial Conversion Feature
    -       39,715       39,715  
  Civil Claim Contingency
    -       -       286,875  
  Financing cost of warrants issued
    120,034       -       120,034  
Change in operating assets and liabilities:
                       
  Increase (decrease) in convertible debt for consulting
    2,532       -       97,104  
  decrease (increase) in prepaid expenses
    (1,248 )     -       (1,248 )
  Increase (decrease) in accounts payable and accrued expense
    (7,057 )     64,735       58,151  
  Increase in accrued interest
    3,726       -       14,904  
  Increase in accrued interest to a related party
    20,299       -       41,180  
  Increase (decrease) in accounts payable and accrued expense related party
    -       261,090       611,711  
Net cash used in operating activities
    (67,813 )     256,400       (242,493 )
                         
INVESTING ACTIVITIES
                       
Purchase of mineral claim
    -       -       (10,000 )
Net cash used in investing activities
    -       -       (10,000 )
                         
                         
FINANCING ACTIVITIES
                       
Proceeds from subscriptions payable
    4,000       -       49,000  
Proceeds from issuance of common stock
    50,200       -       228,000  
Proceeds from subscriptions receivable
    10,000       -       10,000  
Net cash provided by financing activities
    64,200       -       287,000  
                         
NET INCREASE IN CASH AND CASH EQUIVALENTS
    (3,613 )     256,400       34,507  
                         
CASH AND CASH EQUIVALENTS
                       
-BEGINNING OF PERIOD
    38,120       -       -  
                         
CASH AND CASH EQUIVALENTS
                       
-END OF PERIOD
  $ 34,507     $ 256,400     $ 34,507  
                         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
                       
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for taxes
  $ -     $ -     $ -  
                         
 NON-CASH INVESTING AND FINANCING ACTIVITIES:
                       
Accounts payable for mineral property
  $ -     $ -     $ 5,000  
Convertible debt issued for mineral property
  $ -     $ -     $ 50,000  
Expenses Paid on Company's Behalf by Related Parties
  $ -     $ 186,929     $ 357,956  
Proceeds from Private Placement (paid to related parties)
  $ -     $ 40,000     $ 40,000  
Shares payable for mineral property
  $ -     $ -     $ 5,250  
Shares Issued for Subscriptions Receivable
  $ (14,000 )   $ -     $ 10,000  
Shares issued for services
  $ 589,000     $ -     $ 1,234,633  
Shares issued for conversion of debt
  $ 26,000     $ -     $ 91,200  
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
DOUBLE CROWN RESOURCES, INC
(Formerly “Denarii Resources, Inc.”)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012
 
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Double Crown Resources, Inc. (Formerly “Denarii Resources, Inc.”) ("Double Crown Resources" or the "Company") was organized under the laws of the State of Nevada on March 23, 2006 to explore mining claims and property in North America.

The preparation of the 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These are condensed notes and should be read in conjunction with the audited financial statements from the year ending December 31, 2011.

Effective on March 25, 2012, the Board of Directors of Double Crown Resources, Inc., a Nevada corporation (the "Company"), accepted the resignation of Paul Murphy as a member of the Board of Directors. Mr. Murphy, however, will remain as the president and sole director of the subsidiary of the Company, Denarii Resources Inc., an Ontario corporation.

Effective on April 5, 2012, the Board of Directors accepted the consent of Allen E. Lopez as a member of the Board of Directors. Therefore, as of the date of this Current Report, the Board of Directors consists of Jerry Drew, Glenn Soler, Marc Duncan and David Figueiredo.

Basis of Presentation
 
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.
 
NOTE 2 - GOING CONCERN

The Company’s financial statements as of March 31, 2012 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss from inception (March 23, 2006) through March 31, 2012 of $3,244,336.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
 
6

 

DOUBLE CROWN RESOURCES, INC
(Formerly “Denarii Resources, Inc.”)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Net Loss per Share

Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Management believes that the estimates used are reasonable.

In Management's opinion all adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments are normal and recurring other than the impairment of the Software development intangible as described in Note 5 of these footnotes.
 
 
7

 
 
DOUBLE CROWN RESOURCES, INC
(Formerly “Denarii Resources, Inc.”)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012
 
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Revenue Recognition

The Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.

Fair value of financial instruments
 
The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.

Stock-based compensation

The Company recognizes stock-based compensation in accordance with ASC Topic 718 “Stock Compensation”, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values.

Recent Accounting Pronouncements

The Company has evaluated all of the recent accounting pronouncements through the filing date of these financial statements and feels that none of them will have a material effect on the Company’s interim financial statements.
 
 
8

 
 
DOUBLE CROWN RESOURCES, INC
(Formerly “Denarii Resources, Inc.”)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012

NOTE 4 – CONVERTIBLE DEBT

Mineral Prospect Obligation

Effective on February 9, 2011 the company entered into an agreement between the Company and Richard and Gloria Kwiatkowski (“the Seller”). The Option provides for the development of 136 claim units covering a series of nickel-colbalt-gold-platinum group element prospects, which prospects are located 35 kilometers northwest of Thunder Bay, Ontario (the “Prospects”).

In accordance with the terms and provisions of the Option: (i) upon execution of certain documentation and transfer of title, the Company has paid $5,000 and has issued 250,000 shares of common stock to the Kwiatkowskis; (ii) at the end of year one, the Company will pay to Kwiatkowskis a further $20,000 either in half cash and half shares or all shares at the option of the Kwiatkowski; (iii) at the end of year two, the Company will pay to Kwiatkowskis a further $30,000 either in half cash and half shares or all shares at the option of the Kwiatkowskis; (iv) each anniversary thereafter, the Company shall pay to Kwiatkowskis $25,000 as advance royalty payment until the sum of $200,000 has been paid; (v) the Company shall further make payment to Kwiatkowskis of 3% NSR royalty on all production from the Prospects, which royalty may be purchased by the Company as to 1.5% of the 3% for the sum of $1,500,000 in increments of $500,000 per 0.5% NSR; and (vi) the Company shall commit to expenditures of $200,000 on the Prospects.

As part of this agreement, the Company issued a convertible debt of $20,000 to the Seller. In conjunction with this debt, there was no debt discount or beneficial conversion feature recorded since the conversion privilege was contingent on the current market value of the shares at the date of the notice of conversion. Accordingly, on February 9, 2012 the Company issued to Gloria and Richard Kwiatkowski 256,411 and 256,410 shares respectively at the market price of $0.0390 to satisfy the $20,000 Debt.

The prepaid royalty of $124,200 has been analyzed for impairment and has been fully impaired.

This liability is presented at the present value of expected future cash flow requirements.

Interest on the discounted royalty claim has been accreted at 12%. Accreted interest was $13,709 and $11,178 as of March 31, 2012 and December 31, 2011 respectively.
 
Convertible Promissory Notes – Related Party

In the year ended December 31, 2010 the company entered into a five-year consulting agreement dated October 1, 2010 with Dr. Stewart Jackson (“Jackson”), pursuant to which Jackson, as the chief executive officer and a member of the Board of Directors, will provide certain consulting services to the Company including, but not limited to, contact with precious metal assets for acquisition in North America. After the change in management, the Company recognized the future remaining obligation based on the contract to Mr. Jackson and accrued it at its present value using a 12% discount rate over fifty-one months. This resulted in an $89,596 being recorded as a related party convertible debt.

In addition to the $89,596, another $5,976 was accrued as of December 31, 2011 and interest expense of $2,532 has been recorded for the three months ended March 31, 2012, for a total convertible debt of $98,104 at March 31, 2012. If converted at the fair market value of $0.019 per share at March 31, 2012, approximately 5,163,368 new shares would be issued.
 
 
9

 
 
DOUBLE CROWN RESOURCES, INC
(Formerly “Denarii Resources, Inc.”)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012
 
NOTE 5 – STOCKHOLDERS' DEFICIT

Authorized

500,000,000 common shares with a par value of $0.001.

Shares Issued

Please refer to the Form 10-K/A as filed on May 18, 2012 for the transaction details for all issuances from inception (March 23, 2006) through March 31, 2012.

On January 9, 2012 the company issued 5,000,000 shares to independent contractors for services rendered in the amount of $85,000. These shares were issued at the share price of $0.017.

On January 31, 2012, the Company issued 1,000,000 shares for cash. The cost per share was $0.005. These shares were previously recorded as Common stock payables.

On February 9, 2012, the company issued 512,821 shares in accordance with the terms of the Mineral Prospect Obligation (see Note 4) for the conversion of a $20,000 Debt. The cost per share is $0.039.

On February 9, 2012, the Company issued 1,000,000 shares in a private placement for cash valued at $10,000. These shares were valued at $0.01 per share.

On February 9, 2012, the Company issued 1,110,000 shares in a private placement for cash valued at $22,200. These shares were valued at $0.02 per share.
 
On February 9, 2012, the Company issued 3,600,000 shares in a private placement for cash valued at $18,000. These shares were valued at $0.005 per share.

On February 9, 2012, the company issued 1,000,000 shares pursuant to a consulting agreement with Glen Soler, a related party for consulting services. The cost per share is $0.039. Of this issuance, $6,000 was in satisfaction of payables owed to Mr. Soler as of March 31, 2012; accordingly, the remaining $33,000 in value was recorded as a related party consulting expense.

On February 9, 2012 the company issued 6,500,000 shares to independent contractors for services contracts in the amount of $253,500. These shares were issued at the share price of $0.039.

Subscriptions Payable

On January 12, 2012, the Company authorized 1,500,000 shares issuable for services rendered in the amount of $22,500. The cost per share is $0.02.

On February 9, 2012, the Company authorized 5,000,000 shares issuable for services rendered in the amount of $195,000. The cost per share is $0.04.

On February 9, 2012, the company authorized 200,000 shares issuable in a private placement for cash in the amount of $4,000. The cost per share is $0.02.
 
 
10

 
 
DOUBLE CROWN RESOURCES, INC
(Formerly “Denarii Resources, Inc.”)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012
 
NOTE 5 – STOCKHOLDERS' DEFICIT – (CONTINUED)

Subscriptions Receivable

On January 9, 2012, 2,800,000 shares previously issued on August 12, 2011 a private placement for subscriptions receivable valued at $14,000 were canceled and returned to treasury. These shares were issued at $0.005 per share.

On January 9, 2012, the Company received cash of $10,000 for 2,000,000 shares issued on December 29, 2011 at $0.005 per share.

Stock Warrants

The following is a summary of warrants balance as of March 31, 2012:

   
Number of Shares
   
Weighted Average Exercise Price
   
 
 
Expiration Date
 
Balance, December 31, 2011
    1,966,666       0.04    
June 30, 2012
 
                       
Warrants granted and assumed
    10,000,000       0.005    
January 9, 2012
 
Warrants expired
    (8,000,000 )     0.005    
January 31, 2012
 
Warrants canceled
    -       -        
Warrants exercised
    (2,000,000 )     0.005    
Exercised by the expiration date of January 31, 2012
 
                       
Balance, March 31, 2012
     1,966,666       0.04        

All warrants outstanding as of March 31, 2012 are exercisable. The warrants issued during 2011 were issued as part of a series of common stock subscriptions for cash.

All warrants have been issued as a cost of issue as part of a unit that included a warrant and a share. The value of the warrants issued has no effect on the financial statements.

On January 9, 2012 the company issued 10,000,000 warrants to a related party with an expiration date of January 31, 2012. The value of these warrants is $120,034 and was calculated using the Black-Scholes model with the following variables; strike price $0.005, market value as of January 9, 2012 of $0.017, risk free rate of return of 1.25%, term of 20 days and volatility of 139%. 2,000,000 of the warrants were exercised on January 9, 2012 and the remaining 8,000,000 expired on January 31, 2012.

The company has authorized 500,000,000 common shares with a par value of $0.001. As of March 31, 2012 there were a total of 165,472,820 shares issued and outstanding and 6,700,000 shares authorized for issuance but not yet issued and outstanding (common stock payable). If all convertible debts and warrants were exercised, approximately 51,473,334 additional shares would be issued.
 
 
11

 
 
DOUBLE CROWN RESOURCES, INC
(Formerly “Denarii Resources, Inc.”)
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012

NOTE 6 – DISPUTED LIABILITIES

As of June 15, 2011 the old management signed a resolution approving the issuance of convertible promissory notes in the amount of $271,331 to Falco Investments Inc. New management believes that the old management was not acting in the best interest of the company when they authorized these expenses and subsequently approved the issuance of the convertible debts.  The Company has recorded the balance of $737,963 due to Falco Investments Inc. of which $132,382 has been reported as convertible debt, $563,206 as a Disputed Liability Related Party and $42,375 as accrued interest. During the three months ended March 31, 2012, the Company recorded an additional $21,494 in “Interest expense – related party” pursuant to these terms. The Company has decided to contest the current balance claimed to be due to Falco. It is current management’s opinion that these amounts due are frivolous. Falco Investments initiated a lawsuit in November of 2011.

NOTE 7 – SUBSEQUENT EVENTS

Effective April 5, 2012, the Board of Directors of the Company authorized the issuance to Allen Lopez of an aggregate of 5,000,000 shares of restricted common stock as compensation for his role as a member of the Board of Directors.

The Company has evaluated subsequent events through the filing date of these financial statements and has disclosed any such events that are material to the financial statements.
 
 
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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS .

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding Denarii Resources Inc.'s (the "Company") capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan”,” intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC.  These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.  The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

As used in this Quarterly Report, the terms "we," "us," "our," and "our Company" mean Double Crown Resources Inc. unless otherwise indicated.  All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

OVERVIEW

Double Crown Resources Inc. was organized under the laws of the State of Nevada on March 23, 2006, to explore mining claims and property in North America.

We are an exploration stage company and we have not realized any revenues to date.  We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration programs.

CURRENT BUSINESS OPERATIONS

Bateman Property Option
 
Effective on February 9, 2011, we entered into that certain Bateman Property Option (the “Option”) between with Richard and Gloria Kwiatkowski (collectively, the “Kwiatkowski”). The Option provides for the development of 136 claim units covering a series of nickel-colbalt-gold-platinum group element prospects, which prospects are located 35 kilometers northwest of Thunder Bay, Ontario (the “Prospects”). The Prospects are owned 100% by Kwiatkowski as tenants in common. We intend to work on the Prospects, including drilling, for three types of geological conceptual targets: (i) shebandowan type high grade nickel-cobalt-gold-platinum sulphide deposits; (ii) disseminated nickel sulphides of Mount Keith type with bulk tonnage potential; and (iii) gold mineralization within an extensive conglomerate unit of potential open-pit bult tonnage configuration.
 
 
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In accordance with the terms and provisions of the Option: (i) upon execution of certain documentation and transfer of title, we will pay $5,000 and issue 250,000 shares of common stock to the Kwiatkowski; (ii) at the end of year one, we will pay to Kwiatkowski a further $20,000 either in half cash and half shares or all shares at the option of the Kwiatkowski; (iii) at the end of year two, we will pay to Kwiatkowski a further $30,000 either in half cash and half shares or all shares at the option of the Kwiatkowski will; (iv) each anniversary thereafter, we shall pay to Kwiatkowski $25,000 as advance royalty payment until the sum of $200,000 has been paid; (v) we shall further make payment to Kwiatkowski of 3% NSR royalty on all production from the Prospects, which royalty may be purchased by us as to 1.5% of the 3% for the sum of $1,500,000 in increments of $500,000  per 0.5% NSR; and (vi) we shall commit to expenditures of $200,000 on the Prospects.
 
On July 19, 2011, we paid $4,000 and incurred an additional $1,000 payable to purchase the Option. The prepaid royalty of $124,200 has been analyzed for impairment and fully impaired on the financials.

We also issued a convertible note of $20,000 to the Kwiatkowski, which was convertible into shares of our common stock at the market value of the shares on the date of the notice of conversion. Accordingly, on February 9, 2012 we issued to Richard and Gloria Kwiatkowski 256,411 and 256,410 shares, respectively, at the market price of $0.0390 to satisfy the $20,000 debt.
 
The prepaid royalty of $124,200 has been analyzed for impairment and has been fully impaired.

This liability is presented at the present value of expected future cash flow requirements.

Interest on the discounted royalty claim has been accreted at 12%. Accreted interest was $13,709 and $11,178 as of March 31, 2012 and December 31, 2011 respectively.

McNab Property

We have a mineral property, known as the McNab Molybdenum Property (the “McNab Property”). The McNab Property is comprised of one mineral claim containing 1 cell claim units totaling 251.11 hectares;
 
BC Tenure #
   
Work Due DateUnits
   
Total Area (Hectares)
 
               
  831929       12       251.11  
 
Summary Report of Geologist

The McNab Property is the subject to a Summary Report dated April 2006 prepared by Greg Thomson, B.Sc., P. Geo. and James Laird, Laird Explorations Ltd.  The Report was prepared in compliance with National Instrument 43-101 and Form 43-101F1.

Mr. Thomson certified that the information contained in the report was based upon a review of previous reports and geological studies related to the property area and personal experience with local geology gained while employed as a consulting geologist in Southwest British Columbia.
 
 
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Proposed Work Program

A proposed work program includes construction of a control grid, geological mapping and rock sampling of surface showings, a soil and silt geochemical sampling program, IP geophysical survey, and rock trenching.  Based on a compilation of these results, a diamond drill program will be designed to explore and define the potential resources.

Phase 1 . Reconnaissance geological mapping, prospecting and rock sampling, helicopter transportation.

Phase 2. Detailed geological mapping and rock sampling, grid construction, soil and silt geochemical survey, IP survey, establish drill and trenching targets.

Phase 3. 1000 metres of diamond drilling including geological supervision, assays, report and other ancillary costs.
  
Our business plan is to proceed with the exploration of our molybdenum property to determine whether there is any potential for molybdenum on the property that comprises our mineral claims. We have decided to proceed with the three phases of a staged exploration program recommended by the geological report. We anticipate that these phases of the recommended geological exploration program will cost approximately $25,000.00, $100,000 and $175,000 respectively. We had $0 in cash reserves as of the period ended December 31, 2009. The lack of cash has kept us from conducting any exploration work on the property. We will commence Phase 1 of the exploration program once we receive funding. Phase 2 and 3 will commence after completion of the Phase 1 program. As such, we anticipate that we will incur the following expenses over the next twelve months:
 
>>  $25,000.00 in connection with the completion of Phase 1 of our recommended geological work program;
 
>>  $100,000.00 in connection with the completion of Phase 2 of our recommended geological work program;
 
>>  $175,000 for Phase 3 of our recommended geological work program; and
 
>>  $10,000 for operating expenses, including professional legal and accounting expenses associated with compliance with the periodic reporting requirements after we become a reporting issuer under the Securities Exchange Act of 1934.
 
If we determine not to proceed with further exploration of our mineral claims due to a determination that the results of our initial geological program do not warrant further exploration or due to an inability to finance further exploration, we plan to pursue the acquisition of an interest in other mineral claims. We anticipate that any future acquisition would involve the acquisition of an option to earn an interest in a mineral claim as we anticipate that we would not have sufficient cash to purchase a mineral claim of sufficient merit to warrant exploration. This means that we might offer shares of our stock to obtain an option on a property. Once we obtain an option, we would then pursue finding the funds necessary to explore the mineral claim by one or more of the following means: engaging in an offering of our stock; engaging in borrowing; or locating a joint venture partner or partners.
 
 
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Guyana Prospect
 
Effective on February 28, 2011, we entered into that certain extension of a letter agreement to form a joint venture dated December 9, 2010 (the “Letter Agreement”) with Guyanex Minerals Corp. (“GMC”). The Letter Agreement provided for the development of the gold mining concessions owned by Guyanex Minerals Incorporation (“GMI”), which is the owner of a 100% interest in those certain gold mining concessions located in the Republic of Guyana, including three concessions along the Guyani River (collectively, known as the “Prospect”).  In accordance with the terms and provisions of the Letter Agreement: (i) we were to purchase an undivided 50% equity interest in the Prospects by providing a payment of $5,000,000 prior to January 31, 2011 to be held in escrow (the “Option Purchase Price”); (ii) upon payment of the $5,000,000 by us, GMI was going to issue to us 1,000 common shares representing the 50% equity interest in GMI; and (iii) any capital requirements above the Option Purchase Price were to be paid on a 50-50 basis by us and GMC (the “Capital Requirements”).
 
In accordance with the extension of the Letter Agreement, we and GMC agreed to a payment date of May 31, 2011 for the Option Purchase Price. The payment was never made.
 
As of November 7, 2011, our Board of Directors determined that pursuing the purchase of the interest in GMC and incurring the Capital Requirements associated with the gold mining concessions is not in our best interests or in the nest interests of our shareholders.  Therefore, we and GMC have entered into that certain rescission agreement (the “Rescission Agreement”), pursuant to which we are released from any further obligations or duties thereunder.  Moreover, it was previously determined that at no time prior to May 31, 2011 was the future sacrifice of $5,000,000 associated with the Letter Agreement probable and, therefore, it is our intent to remove this liability from our financial statements and make corresponding adjustments. Therefore, our Quarterly Report on Form 10-Q for the three month period ended March 31, 2011 will be restated.
 
PROPOSED FUTURE BUSINESS OPERATIONS

Our current strategy is to complete further acquisition of other mineral property opportunities, which fall within the criteria of providing a geological basis for development of mining initiatives that can provide near term revenue potential and production cash flows to create expanding reserves. We anticipate that our ongoing efforts, subject to adequate funding being available, will continue to be focused on successfully concluding negotiations for additional interests in mineral properties. We plan to build a strategic base of producing mineral properties.

We also plan on becoming involved in the United States domestic oil and gas reserves on-shore development. We believe that within the continental United States, thousand of wells are being drilled and will continue to be drilled over the next thirty years. The result will be that domestic energy production may provide an estimated 70% of the nation’s energy needs. However, the oil and gas reserves are trapped in hundreds of miles of brittle shale rock thousands of feet below the surface. Engineers have recently learned that the underground shale could be hydraulically fractured (frac-dilled”) with highly compressed sand, water and specialized chemicals thereby releasing huge quantities of oil and gas from a well. In more recent years, improved equipment and horizontal drilling techniques have increased the quantity of oil and gas and the estimated life that can be expected from wells drilled in the shale formation. This frac-drilling process has created economic boom conditions in North Dakota and South Texas as these are the areas with some of the best geologic formations. We believe it has also created enormous demand for the equipment, personnel and materials required to drill economically feasible wells.

One of those vital materials for frac-drilling is a unique type of sand that can hold its shape under intense pressure and heat and is porous enough to allow thousands of gallons of oil or millions of cubic feet of gas to seep through it to the drill pipe. A typical frac-well will use 2,200 tons of this type of sand and its industry name is “frac-sand” or “proppant”. Of the on-shore domestic wells that are expected to be drilled in the coming years, over 90% are expected to need hydraulic fracturing, which will require millions of tons of frac-sand. We intend to participate in negotiations and discussions with potential joint venture parties regarding obtaining frac-sand reserves and establishing the infrastructure to deliver the sand to drilling sites.

Our ability to continue to complete planned exploration activities,  expand acquisitions and explore mining opportunities and further potential operations involving the oil and gas industry and frac-drilling is dependent on adequate capital resources being available and further sources of debt and equity being obtained.
 
 
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R ESULTS OF OPERATIONS

Three Month Period Ended March 31, 2012 Compared to Three Month Period Ended March 31, 2011

Our net loss for the three month period ended March 31, 2012 was ($795,099) compared to a net loss of ($343,474) during the three month period ended March 31, 2011, an increase of $451,625. During the three month periods ended March 31, 2012 and 2011, we did not generate any revenue.

During the three month period ended March 31, 2012, we incurred operating expenses of $648,509 compared to $343,474 incurred during the three month period ended March 31, 2011. Operating expenses incurred during the three month period ended March 31, 2012 consisted of: (i) impairment of mineral property acquisition costs of $-0- (2011: $60,250); (ii) impairment of prepaid royalties of $-0- (2011: $124,200; (iii) professional fees of $580,084 (2011: $126,336); (iv) office - general expenses of $34,737 (2011: $4,062); and (v) general expenses - related party of $33,688 (2011: $28,626). The increase in operating expenses was primarily attributable to an increase in the following items: (i) professional fees of $454,995, which was attributable to an increase in the scope and scale of our business operations involving identification of acquisition of further mineral properties and potential involvement in frac-drilling. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing and consulting costs.

Other expenses incurred during the three month period ended March 31, 2012 were interest expense – related party of $22,830 (2011: $-0-), $3,726 (2011: $-0-) and financing cost - related party of $120,034 (2011: $-0-) resulting in other expenses of $146,590 (2011: $-0-).

Thus, our net loss from operations during the three month period ended March 31, 2012 was ($795,099) compared to a net loss from operations during the three month period ended March 31, 2011 of ($343,474). The weighted average number of shares outstanding was 158,882,569 for the three month period ended March 31, 2012 compared to 65,046,667 for the three month period ended March 31, 2011.

We anticipate that we will not earn revenues until such time as we have entered into commercial production, if any, of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

LIQUIDITY AND CAPITAL RESOURCES

Three Month Period Ended March 31, 2012

As of March 31, 2012, our current assets were $35,755 and our current liabilities were $1,005,216, which resulted in a working capital deficit of $969,461. As of March 31, 2012, current assets were comprised of $34,507 in cash and $1,248 in prepaid consulting fees. As of March 31, 2012, our current liabilities consisted of: (i) $43,151 in accounts payable; (ii) $77,998 in accounts payable – related parties; (iii) $563,206 in disputed liability - related party; (iv) $42,375 in accrued interest – related party; (v) $132,382 in convertible promissory notes – related party; (vi) $98,104 in convertible debt – related parties; and (vii) $48,000 in convertible debt - related party.

As of March 31, 2012, our total assets were $35,755 comprised of current assets. Our total assets for fiscal year ended December 31, 2011 were $38,120.
 
 
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As of March 31, 2012, our total liabilities were $1,173,125 comprised of: (i) current liabilities of $1,005,216; (ii) mineral prospect obligation of $137,909; and (iii) convertible debt – long term portion of $30,000. Our total liabilities for fiscal year ended December 31, 2011 were $1,179,624. Our total liabilities increased primarily due to the recording of the disputed liability – related party. As of June 15, 2011, old management signed a board resolution approving the issuance of convertible promissory notes in the amount of $271,331 to Falco Investments Inc. (“Falco”). We believe that old management was not acting in our best interests when they authorized these expenses and subsequently approved the issuance of the convertible debts. As of March 31, 2012, we have recorded the balance of $737,963 due to Falco, of which $132,382 has been reported as convertible debt, $563,206 as a disputed liability – related party and $42,375 as accrued interest. We have decided to content the current balance claimed to be due to Falco. It is our position that these amounts due are frivolous. See “Item 3. Legal Proceedings”.

Stockholders’ deficit decreased from ($1,141,504) as of December 31, 2011 to ($1,137,370) as of March 31, 2012.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the three month period ended March 31, 2012, net cash flows used in operating activities was ($67,813) compared to net cash flow from operating activities of $256,400 during the three month period ended March 31, 2011. Net cash flows used in operating activities consisted primarily of a net loss of ($795,099) (2011: $343,474), which was adjusted by: (i) $589,000 (2011: $234,334) in shares issued for services; (ii) $120,034 in financing cost of warrants issued (2011: $-0-); and (iii) $-0- (2011: $39,715 in beneficial conversion feature. Net cash flows used in operating activities during the three month period ended March 31, 2012 was further changed by an increase of $2,532 in convertible debt for consulting, $3,726 in accrued interest and $20,299 in accrued interest to a related party, and by a decrease of ($1,248) in accounts payable and accrued expense. Net cash flows from operating activities during the three month period ended March 31, 2011 was further changed by an increase of $64,735 in accounts payable and accrued expense and by $261,090 in accounts payable and accrued expense - related party.

Cash Flows from Investing Activities

For the three month periods ended March 31, 2012 and March 31, 2011, net cash flows used in investing activities was $-0- .

Cash Flows from Financing Activities

For the three month period ended March 31, 2012, net cash flows provided by financing activities was $64,200 consisting of $4,000 in proceeds from subscriptions payable, $50,200 in proceeds from issuances of common stock and $10,000 from proceeds from subscriptions receivable. For the three month period ended March 31, 2011, net cash flows provided by financing activities was $-0-.

PLAN OF OPERATION AND FUNDING
 
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next six months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) oil and gas operating properties; (ii) possible drilling initiatives on current properties and future properties; and (iii) future property acquisitions. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.
 
 
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MATERIAL COMMITMENTS

Convertible Promissory Notes – Related Party
 
Consultant Agreement
 
On October 1, 2010, we entered into a five year consulting agreement with Dr. Stewart Jackson, our then President/Chief Executive Officer (the “Consultant Agreement”). In accordance with the terms and provisions of the Consultant Agreement, we were to pay to Dr. Jackson a monthly compensation of $2,000, which could be paid by cash or issuance of shares of common stock priced at the ten-day average each month. Through June 30, 2011, Dr. Jackson earned $18,000 of which $8,000 had been paid in cash leaving a balance of $10,000. We have recognized the future remaining obligation of the Consultant Agreement and accrued it at its present value on the financial statements using a 12% discount rate over fifty-one months. This results in a $89,595 increase in consulting fees for fiscal year ended December 31, 2011 and a convertible debt in the same amount. In addition to the $89,596, another $5,976 was accrued as of December 31, 2011 and interest expense of $10,269 has been recorded for the three months ended March 31, 2012, for a total convertible debt of $105,842 at March 31, 2012. If converted at the fair market value of $0.019 per share at March 31, 2012, approximately 5,570,609 new shares would be issued.
 
Convertible Promissory Notes – Related Party
 
In the year ended December 31, 2010 the company entered into a five-year consulting agreement dated October 1, 2010 with Dr. Stewart Jackson (“Jackson”), pursuant to which Jackson, as the chief executive officer and a member of the Board of Directors, will provide certain consulting services to the Company including, but not limited to, contact with precious metal assets for acquisition in North America. After the change in management, the Company recognized the future remaining obligation based on the contract to Mr. Jackson and accrued it at its present value using a 12% discount rate over fifty-one months. This resulted in an $89,596 being recorded as a related party convertible debt.

In addition to the $89,596, another $5,976 was accrued as of December 31, 2011 and interest expense of $2,532 has been recorded for the three months ended March 31, 2012, for a total convertible debt of $98,104 at March 31, 2012. If converted at the fair market value of $0.019 per share at March 31, 2012, approximately 5,163,368 new shares would be issued.
 
Falco Investments Inc.
 
Effective on October 21, 2010 (the “Effective Date”), we entered into a series of convertible promissory notes in various principal amounts (collectively, the “Convertible Promissory Notes”) with Falco Investments Inc. (the “Creditor”), of which $132,382 in represented in principal. As of December 31, 2011, we recorded a total of $716,469 due to the Creditor, of which $132,382 has been reported as convertible debt, $563,206 as a disputed liability – related party and $42,375  as accrued interest. The Creditor had agreed to waive all interest and accrued interest up to March 31, 2011. Interest on the convertible debt has been accrued at 12% for the remainder of fiscal year 2011. During the three month period ended March 31, 2012, an additional $21,494 in interest accrued. The accrued interest of $21,494 as of March 31, 2012 recorded as "interest expense - related party".
 
 
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We have recognized $39,715 in beneficial conversion feature costs in connection with the convertible note. If the total $132,382 is converted, approximately 13,238,200 shares of common stock would be issued. The Creditor believes that we are obligated to reissue $271,331 of the total debt as notes convertible at about 80% of the fair value of the stock but we have not yet done so. If fully converted, approximately 27,133,109 new shares of common stock would be issued.
 
We have decided to contest the current balance claimed to be due to the Creditor. It is our opinion that these amounts due are baseless. No additional liabilities were recorded
 
Figueiredo Consultant Agreement
 
On October 1, 2010, we entered into a one-year consulting agreement with David Figueiredo, our current President/Chief Executive Officer and member of the Board of Directors (the “Figueiredo Consultant Agreement”). In accordance with the terms and provisions of the Figueiredo Consultant Agreement, we were to pay to Mr. Figueiredo monthly compensation of $4,000. As of March 31, 2012, the amount owed to Mr. Figueiredo is $48,000 or the issuance of 1,600,000 shares of common stock at $0.03 per share .
 
Claus Consultant Agreement
 
On October 1, 2010, we entered into a one-year consulting agreement with Steve Claus (the “Claus Consultant Agreement”). In accordance with the terms and provisions of the Claus Consultant Agreement, we were to pay to Mr. Claus monthly compensation of $2,000. As of March 31, 2012, the amount owed to Mr. Claus is $24,000. This amount due and owing to Mr. Claus is unsecured, non-interest bearing and due on demand.
 
PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve months.

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.

GOING CONCERN

The independent auditors' report accompanying our December 31, 2011 and December 31, 2010 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
 
 
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ITEM III.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates. 
 
Exchange Rate
 
Our reporting currency is United States Dollars (“USD”).  In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations. However, since all of our properties are currently located within the United States, any potential revenue and expenses will be denominated in U.S. Dollar, and the net income effect of appreciation and devaluation of the currency against the U.S. Dollar would be limited to our costs of acquisition of property.
 
Interest Rate
 
Interest rates in the United States are generally stable. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could become a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.
 
ITEM IV.  CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures  

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, 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 management, including our president/chief executive officer and our secretary, treasurer/chief financial officer to allow for timely decisions regarding required disclosure.
 
As of March 31, 2012, we carried out an evaluation, under the supervision and with the participation of our president/chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president/chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.  Effectiveness of disclosure controls was primarily a function of our current scale and scope of operations which are relatively non-complex with a limited volume of transactions and capital resources.
 
 
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The matters involving internal disclosure controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

1.
Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

2.
Inadequate segregation of duties consistent with control objectives; and

3.
Ineffective controls over period end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2011.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

1.
We plan to form an audit committee, which we expect to be partially, if not fully, implemented by December 31, 2012.

2.
We are seeking to add additional personnel, who may be appointed to our board of directors as outside members and/or serve in a capacity to allow us to better segregate job responsibilities.
 
3.
We have developed internal control procedures over financial disclosure and reporting.  However, these procedures are, and will continue to be, ineffective without additional personnel.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

AUDIT COMMITTEE

Our Board of Directors has established an audit committee. Effective August 12, 2011, Glen Soler and Jerry Drew have been appointed as members of the Audit Committee.  Both are independent members of the Audit Committee. The audit committee's primary function is to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities is: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.
 
 
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PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

On November 23, 2011, a complaint was filed in the Supreme Court of British Columbia, File No. S-115321, by Falco Investments, Inc. ("Falco") naming us as a defendant (the "Complaint"). In the Complaint, Falco alleges that we owe $690,587.77 as compensation for corporate work performed by Falco through June 30, 2011. We have responded in our answer and stated that we do not owe the $690,587.77 for such services allegedly performed by Falco since there was no written contract between us and Falco. We have counterclaimed and named the former president/chief executive officer, Dr. Stewart Jackson and Donald Rutledge and Leslie Rutledge as defendants. We believe that the Complaint is frivolous and has no merit.

Other than the Civil Claim, we are not a party to any material legal proceedings and to our knowledge; no such proceedings are threatened or contemplated.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS.

SHARES ISSUED TO DIRECTOR

During the three month period ended March 31, 2012, we authorized the issuance of an aggregate 5,000,000 shares of our restricted common stock to Allen Lopez as consideration for appointment and role as a member of the Board of Directors.

The aggregate of 5,000,000 shares of common stock will be issued to Mr. Lopez as a United States resident in reliance on Section 4(2) promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Mr. Lopez acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES .

None.

ITEM 4.  MINE SAFETY DISCLOSURE

Not applicable.
 
 
23

 

ITEM 5. OTHER INFORMATION .

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
 
Effective on March 25, 2012, our Board of Directors accepted the resignation of Paul Murphy as a member of the Board of Directors. Mr. Murphy, however, will remain as the president and sole director of our subsidiary, Denarii Resources Inc., an Ontario corporation.

Effective on April 5, 2012, our Board of Directors accepted the consent of Allen E. Lopez as a member of the Board of Directors. Therefore, as of the date of this Quarterly Report, the Board of Directors consists of Jerry Drew, Glenn Soler, Marc Duncan and David Figueiredo.

Biography.   During the past thirty years, Allen Lopez has been involved in the real estate industry and the oil and gas industry. Currently, Mr. Lopez is a director of oilfield services with M. Nasr Partners P.C., where he has been involved in mixed use planned development projects for the past ten years. Mr. Lopez was also the former president of Canaan Consulting Inc., where he had over twenty years experience in real estate, which included working for national home builders and international development companies. Mr. Lopez also acted as general partner for many of his own projects where he developed extensive experience in master planned communities, town homes, single/multi-family residences, custom homes, high rise condominiums and multi-use/office retail projects. Certain of these projects include the following:

·  
M. Nasr Partners
o  
Heron Lakes - Master Planned/Mixed Use Golf Course Community (550 acres, includes office, hotel, retail, townhome, single family starter and single family custom)
o  
Indio Springs – Master Planned/Mixed Use Golf Course Community (600 acres, includes hotel, country club, condominiums, single family and custom homes)
o  
Lake Conroe Hills – (300 lot waterfront single family development with marina)
o  
Island Park – Master Planned/Mixed Use Water Front Community (700 acres, includes single family, acre+ estate homes, yacht club, marina, hotel & conference center)
o  
Parkway Lakes – (220 acre single family community w/retail frontage)
o  
Cypress Wood Trails – (60 acre 328 lot manufactured home community)
o  
Parkway Village (Dutton) – (110 acre Commercial/Mixed Use property with senior citizen aging in place housing)
·  
David Weekley Homes/McGuire Home Builders
o  
Grand Mission – 688 acre Master Planned/Mixed Residential Development
o  
Mission Bend – 200 acre Single Family Starter Community
·  
George Whimpey Development – Morrison Homes
o  
Aberdeen Trails – 300 acre Single Family First Move Up Community
o  
Aberdeen Green – 1100 acre First Time Home Buyer Community
o  
Westfield Estates – 600 acre Mixed Use First/Second Move Up Community
 
 
24

 
 
·  
Ryland Homes
o  
Heron Lakes – 127 lot Golf Course Townhome Community
o  
Lake Olympia – 300 Acre Water Front Mixed/Use Master Planned Community
·  
Commonwealth Housing Corporation
o  
Tapatio Springs – 1600 acre Master Planned/Mixed Use Golf Course Resort Community with residential single family and custom homes
o  
Rancho Sierra – 1200 acre Estate Lot Custom Community
o  
Mason Heights – 170 acre single family starter community
o  
Savannah Plantation – 1600 acre Estate Lot Custom Lakefront Community
o  
Sienna Plantation – 2400 acre Master Planned/Mixed Use Golf Course Community with single family and custom homes
o  
Greenhouse Landing – 110 lot Starter Home Community
·  
Pavillion Development (Hispanic First Time Homebuyer Communities)
o  
Las Brisas – Single Family starter homes
o  
Las Terrazas – Single Family starter homes
o  
Las Alamedas – Single Family starter homes
·  
Avante REIT
o  
1400 acre Land Acquisition
·  
Ariete Holdings
o  
700 acre Land Acquisition
·  
Alpha Tech Development
o  
Rose Lakes – 330 acre Master Planned/Mixed Residential Development
·  
Advantage Capital Funding, Noble Mortgage, Money Mortgage & Atlas Development
o  
Acted as a project evaluation consultant on a various Residential/Land/Commercial/Mixed Use projects

Mr. Lopez has been seated on the international real estate council for Gerson Lehrman. Mr. Lopez has also been retained by many REIT’s banks, development companies, franchise companies and land owners to assist in the determination of the best use, marketing strategies, development, acquisition and disposition of properties.
 
 
25

 

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
 
Exhibit Number
 
Description
     
3(i)
 
Articles of Incorporation (1)
     
3(ii) 
 
Bylaws  (1)
     
10.1
 
Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and LV Media Group.(2)
     
10.2
 
Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Paul Murphy. (2)
     
10.3
 
Consulting Agreement dated November 1, 2010 between Denarii Resources Inc. and Ariel Serrano.(2)
     
10.4
 
Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Steve Claus. (2)
     
10.5
 
Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and David Figueiredo.(2)
     
10.6
 
Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Stewart Jackson. (2)
     
10.7
 
Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $64,607.37. (3)
     
10.9 
 
Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $67,774.88. (3)
     
10.10 
 
Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $38,635.21. (3)
     
10.11
 
Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $60,186.33. (3)
     
10.12
 
Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $38,708.53. (3)
     
7.1
 
Letter of Agreement from Seale & Beers, CPA (4)
     
99.1
 
Summary Report on the McNab Molybdenum Property, HowSound BC dated April 2006 by Greg Thomson B.Sc., P. Geo. and James Laird, Laird Exploration Ltd.
     
31.1
 
Certification  of  Chief  Executive   Officer  Pursuant  to  Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.
     
31.2
 
Certification of Chief Financial Officer Pursuant  to  Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.
     
 32.1
 
Certification  of Chief  Executive  Officer  and Chief Financial Officer Under Section 1350 as Adopted  Pursuant To Section 906 of the Sarbannes-Oxley Act.
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
(1) Incorporated by reference from our Registration Statement on Form SB-2 filed with the Commission on June 16, 2006.

(2) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 21, 2011.

(3) Incorporated by reference from our Current Report on Form 8-K filed with the Commission on November 12, 2010.

(4)  Incorporated by reference from our Current Report on Form 8-K and 8-K/A filed with the Commission on April 21, 2010, May 12, 2010 and May 27, 2010.
 
 
26

 
 
SIGNATURES
 
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
DOUBLE CROWN RESOURCES INC.
 
       
Dated: May 25, 2012
By:
/s/ David Figueiredo
 
   
David Figueiredo
 
   
President/Chief Executive Officer
 
 
 
DOUBLE CROWN RESOURCES INC.
 
       
Dated: May 25, 2012
By:
/s/ David Figueiredo
 
   
David Figueiredo
 
   
Chief Financial Officer
 
 
 
27

EXHIBIT 31.1
 
CERTIFICATION

I, David Figueiredo, the Chief Executive Officer of Double Crown Resources Inc certify that:

1.
I have reviewed this report on Form 10-Q of Double Crown Resources Inc.;
     
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
3.
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     
 
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
 
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
     
 
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on our evaluation; and
     
 
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
     
 
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
 
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date: May 25, 2012
By:
/s/ David Figueiredo
 
   
David Figueiredo,
 
   
Chief Executive Officer, President
 
EXHIBIT 31.2
 
CERTIFICATION

I, David Figueiredo, the Chief Financial Officer of Double Crown Resources Inc certify that:

1.
I have reviewed this report on Form 10-Q of Double Crown Resources Inc.;
     
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
3.
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
     
 
a.
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
 
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
     
 
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on our evaluation; and
     
 
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
     
 
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
 
b.
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date: May 25, 2012
By:
/s/ David Figueiredo
 
   
David Figueiredo
 
   
Chief Financial Officer
 
EXHIBIT 32.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
ACTING CHIEF FINANCIAL OFFICER OF
DOUBLE CROWN RESOURCES INC.
FORM 10-Q FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2012
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
 
I, David Figueiredo, am the Chief Executive and Chief Financial Officer of Double Crown Resources Inc., a Nevada corporation (the "Company"). I am delivering this certificate in connection with the Quarterly Report on Form 10-Q of the Company for the three month period ended March 31, 2012 and filed with the Securities and Exchange Commission ("Quarterly Report").
 
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I hereby certify that, to the best of my knowledge, the Quarterly Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
Date: May 25, 2012
By:
/s/ David Figueiredo
 
   
David Figueiredo,
 
   
Chief Executive Officer and Chief Financial Officer