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, 2015

 

¨ 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.)

  

10120 S. Eastern Ave. 

SUITE 200 

HENDERSON, NEVADA 89052 

(Address of principal executive offices)

 

707-961-6016 

(Issuer's telephone number)

 

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

 

Indicate by checkmark 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 x No ¨

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

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 ¨ No x

 

Applicable Only to Corporate Registrants

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Class:

 

Outstanding as of May 11, 2015:

Common Stock, $0.001

 

487,581,815

 

 

 

 

DOUBLE CROWN RESOURCES, INC.

 

Form 10-Q

 

For the Quarterly Period ended March 31, 2015

 

Table of Contents

 

      Page  
       
 

EXPLANATORY NOTE

    3  

 

 

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

    3  

 

 

PART I.

FINANCIAL INFORMATION

       

 

 

Item 1.

Financial Statements (Unaudited)

    4  
           
 

Condensed Consolidated Balance Sheets as of March 31, 2015 (unaudited) and December 31, 2014

    4  
           
 

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014 (unaudited)

    5  
           
 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (unaudited)

     8  
           
 

Notes to Condensed Consolidated Unaudited Financial Statements

    9  
           

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

    19  
           

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

    25  
           

Item 4.

Controls and Procedures

    25  
           

PART II.

OTHER INFORMATION

       
           

Item 1.

Legal Proceedings

    27  
           

Item 1A

Risk Factors

    27  
           

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

    28  
           

Item 3.

Defaults Upon Senior Securities

    28  
           

Item 4 

Mine Safety Disclosure

    28  
           

Item 5.

Other Information

    28  
           

Item 6

Exhibits

    29  
           
 

SIGNATURES

    31  

 

 

EXHIBITS

       

  

 
2

 

EXPLANATORY NOTE

 

Unless the context otherwise indicates, all references in this Quarterly Report on Form 10-Q (“Report”) to “we,” “us,” “our,” “Double Crown,” and the “Company” are to Double Crown Resources, Inc., a Nevada corporation, and its consolidated subsidiaries. All financial information with respect to the Company has been presented in United States dollars in accordance with U.S. generally accepted accounting principles.

 

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this report on Form 10-Q may constitute forward-looking statements within the meaning of applicable securities laws. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements include statements about matters such as: future prices and sales of, and demand for, our products; future industry market conditions; future changes in our exploration activities, production capacity and operations; future exploration, production, operating and overhead costs; operational and management restructuring activities (including implementation of methodologies and changes in the board of directors); future employment and contributions of personnel; tax and interest rates; capital expenditures and their impact on us; nature and timing of restructuring charges and the impact thereof; productivity, business process, rationalization, investment, acquisition, consulting, operational, tax, financial and capital projects and initiatives; contingencies; environmental compliance and changes in the regulatory environment; and future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors discussed in Item 1A, “Risk Factors” and the following: current global economic and capital market uncertainties; the speculative nature of mineral exploration; operational or technical difficulties in connection with exploration or mining activities; contests over our title to properties; potential dilution to our stockholders from our recapitalization and balance sheet restructuring activities; potential inability to continue to comply with government regulations; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays, business opportunities that may be presented to, or pursued by, us; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to unexpected equipment failures; fluctuation of prices for certain commodities (such as barite, water, diesel fuel, and electricity); changes in generally accepted accounting principles; geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues organically; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies and equipment raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the SEC; potential inability to list our securities on any securities exchange or market; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. We undertake no obligation to publicly update or revise any forward-looking statement.

 

 
3

  

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

DOUBLE CROWN RESOURCES, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

  

    March 31,     December 31,  
    2015     2014  

Assets:

  (unaudited)     (audited)  

Current assets

       

Cash

 

$

69,507

   

$

20,410

 

Total current assets

   

69,507

     

20,410

 

 

 

 

Fixed Assets-Net

   

31,118

     

35,247

 

 

 

 

 

 

Total Assets

 

$

100,625

   

$

55,657

 
               

Liabilities and Stockholders’ Deficit:

               

Current Liabilities

               

Accounts payable and accrued expenses

 

$

1,053,406

   

$

908,699

 

Note Payable (Note 6)

   

147,202

     

144,514

 

Disputed Debt (Note 9)

   

695,588

     

695,588

 

Accrued Interest - (Notes 9)

   

293,413

     

272,546

 

Notes Payable-Term and Auto

   

157,150

     

7,150

 

Mineral prospect obligation (Note 5)

   

75,000

     

50,000

 

Deferred Revenue (Note 7)

   

11,000

     

11,000

 

Total current liabilities

   

2,432,759

     

2,089,497

 

 

 

 

Deposit Payable

   

50,000

     

50,000

 

Note Payable-Auto (Note 10)

   

6,223

     

8,011

 

Mineral prospect obligation (Note 5)

   

105,501

     

126,835

 

Deferred Revenue (Note 7)

   

159,663

     

162,413

 

Total Long Term Liabilities

   

321,387

     

347,259

 
               

Total liabilities

   

2,754,146

     

2,436,756

 
               

Stockholders’ Deficit

               
               

Common stock; 500,000,000 shares authorized at $0.001 par

               

value; 487,581,815 (unaudited) and 496,141,815 shares issued and

               

outstanding, respectively

   

487,582

     

496,142

 

Stock subscription payable

   

66,250

     

96,900

 

Additional paid-in capital

   

7,006,830

     

6,953,870

 

Retained Deficit

 

(10,214,183

)

 

(9,928,011

)

Total Stockholders' Deficit

 

(2,653,521

)

 

(2,381,099

)

               

Total Liabilities and Stockholders' Deficit

 

$

100,625

   

$

55,657

 

   

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

 

 
4

 

DOUBLE CROWN RESOURCES, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

  

    Three Months Ended  
    March 31,     March 31,  
    2015     2014  

 

 

 

 

 

Revenues

 

$

2,750

   

$

-

 

Cost of Services

   

-

     

-

 

Gross Margin

   

-

     

-

 
               

Operating Expenses:

               
               

Research and development

   

61,251

     

-

 

Professional fees

   

98,381

     

137,681

 

Office - general expenses

   

74,253

     

280,821

 

General expenses - related party

   

26,627

     

5,000

 

Total Operating Expenses

   

260,512

     

423,502

 
               

Operating Loss

 

(257,762

)

 

(423,502

)

               

Other (Income) Expenses

               

Interest Expense

   

4,854

     

4,104

 

Interest Expense - related party

   

23,556

     

23,556

 

Total Other Expenses

   

28,410

     

27,660

 
               

Net Loss Before Income Taxes

 

(286,172

)

 

(451,162

)

               

Income Tax

   

-

     

-

 
               

Net Loss

 

$

(286,172

)

 

$

(451,162

)

               

Loss per Share, Basic & Diluted

 

$

(0.00

)*

 

$

(0.00

)*

               

Weighted Average Shares Outstanding, Basic & Diluted

   

488,370,482

     

450,460,621

 

  

‘* denotes a loss of less than $(0.01) per share.        

      

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

 

 
5

  

DOUBLE CROWN RESOURCES, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH ENDED MARCH 31, 2015 AND 2014 

(UNAUDITED)

 

  Three Months Ended  
    March 31,     March 31,  
    2015     2014  

CASH FLOW FROM OPERATING ACTIVITIES:

       

Net loss for the period

 

$

(286,172

)

 

$

(451,162

)

Adjustments to reconcile net loss to net cash used in operations:

               

Shares issued for services

   

-

     

29,420

 

Depreciation

   

4,129

     

3,141

 

Change in Operating Assets and Liabilities:

               

Decrease in deferred revenue

 

(2,750

)

   

-

 

Increase (decrease) in accounts payable

   

144,707

     

27,640

 

Increase in accrued interest

   

3,666

     

3,726

 

Increase in accrued interest to a related party

   

23,555

     

23,556

 

Increase (decrease) in interest

   

-

     

8,558

 

Net cash (used in) Operating Activities

 

(112,865

)

 

(355,121

)

               

CASH FLOW FROM INVESTING ACTIVITIES:

               

Purchase of Assets

   

-

   

(11,860

)

Net Cash (used in) Investing Activities

   

-

   

(11,860

)

               

CASH FLOW FROM FINANCING ACTIVITIES:

               

Proceed from loans

   

150,000

     

-

 

Repayment of loans

 

(1,788

)

   

-

 

Proceeds from issuance of common stock and subscriptions

   

13,750

     

349,000

 

Net Cash provided by Financing Activities

   

161,962

     

349,000

 

 

 

 

Net Increase (Decrease) in Cash

   

49,097

   

(17,981

)

 

 

 

 

Cash at Beginning of Period

   

20,410

     

43,151

 
               

Cash at End of Period

 

$

69,507

   

$

25,170

 
               

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

               

Cash paid for interest

 

$

1,588

   

$

377

 

Cash paid for franchise and income taxes

 

$

-

   

$

-

 
               

NON-CASH INVESTING AND FINANCING ACTIVITIES:

               
               

Shares issued for conversion of debt

 

$

-

   

$

30,850

 

 

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

 

 
8

  

DOUBLE CROWN RESOURCES, INC

 

Notes to Condensed Consolidated Unaudited Financial Statements  

For the Three Month Periods Ended March 31, 2015 and 2014

 

NOTE 1  – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Double Crown 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 and Canada.

 

While we have not discontinued our prior business plan, we have expanded the plan and shifted our focus to the oilfield services and logistics sectors. We are in the process of negotiating contracts to supply industrial quantities of commodities to on-shore and off-shore oil and gas drilling operations in the United States. We believe that the growing movement for energy independence in the United States will lead to an increased number of oil and gas wells being drilled and put into production throughout the country and off-shore. Many of these wells require hydraulic fracturing (fracking) to access the oil and gas reserves trapped in hundreds of miles of brittle shale rock thousands of feet below the surface. The hydraulic fracturing process requires a number of specialized commodities, including a unique type of sand, known as “frac-sand” or “proppant,” 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 frac-sand. Other materials required for hydraulic fracturing include guar gum, barite, and a variety of industrial chemicals.

 

NOTE 2  – GOING CONCERN

 

The Company’s financial statements as of March 31, 2015 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 and has currently has insufficient funding to implement its business plan. The Company has incurred a cumulative net loss from inception (March 23, 2006) through March 31, 2015 of $10,214,183.

 

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.

 

 
9

  

NOTE 3  – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(A) 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. The Company has adopted a December 31 year end.

 

(B) Condensed Unaudited Interim Financial Statements

 

The accompanying unaudited interim condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial reporting. Accordingly, these unaudited interim condensed financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles. In the opinion of our management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of March 31, 205 and for the interim periods presented herein have been reflected in these unaudited interim condensed financial statements and the notes thereto. Interim results included herein are not necessarily indicative of the results to be expected for the fiscal year as a whole. These unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes for the fiscal year ended December 31, 2014, included in its Annual Report on Form 10-K filed on April 10, 2015. 

 

(C) Principles of Consolidation

 

The accompanying March 31, 2015 condensed consolidated unaudited financial statements include the accounts of Double Resources, Inc. and its wholly owned subsidiary, DDCC Marketing, Inc. All intercompany accounts have been eliminated upon consolidation.

 

(D) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, estimate of fair value of share based payments and derivative instruments and recorded debt discount, valuation of deferred tax assets and valuation of in-kind contribution of services and interest.

 

(E) Cash and Cash Equivalents

 

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At March 31, 2015 and December 31, 2014, the Company had no cash equivalents.

 

(F) Fixed Assets

 

Fixed assets are recorded at cost. Major renewals and improvements are capitalized, while maintenance and repairs are expensed when incurred. Expenditures for major additions and betterments are capitalized in amounts greater or equal to $1,000. Depreciation of equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful life of three (3), five (5), or seven (7) years. Upon sale or retirement of equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected.

 

 
10

  

(G) Loss Per Share

 

In accordance with the accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share” basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

 

The computation of basic and diluted loss per share at March 31, 2015 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: There are no dilutive shares and hence below are the weighted average shares at March 31, 2015.

 

    March 31,
2015
 
     

Weighted Average Shares

   

488,370,482

 

Total

   

488,370,482

 

 

(H Operating Leases

 

The Company leased office space in Houston Texas which expired in March of 2015 for $8,000 per month The Company also leases space in Henderson Nevada on a month to month lease of $125 per month. The Company also leases a corporate apartment in Houston, Texas on a month to month basis for a base rent of $3,100.

 

(I) Business Segments

 

The Company operates in one segment and therefore segment information is not presented.

 

(J) Revenue Recognition

 

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

 

 
11

 

(K) Fair Value of Financial Instruments

 

The Company applies the accounting guidance under Financial Accounting Standards Board (“FASB”) ASC 820-10, “Fair Value Measurements”, as well as certain related FASB staff positions. This guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

 

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

 

Level 1 - quoted market prices in active markets for identical assets or liabilities.

   

Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

   

Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The Company's financial instruments consist of cash, accounts payable, accrued expenses, notes payable, notes payable - related party, loan payable - related party, convertible notes payable, convertible notes payable - related party and deferred rent payable. The carrying amount of the Company's financial instruments approximates their fair value as of March 31, 2015 and December 31, 2014, due to the short-term nature of these instruments.

 

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under level 3 (see Note 8).

 

(L) Embedded Conversion Features

 

The Company evaluates embedded conversion features within convertible debt under ASC 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.

 

(M) Derivative Financial Instruments

 

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments, and measurement of their fair value for accounting purposes. In determining the appropriate fair value, the Company uses the Black-Scholes option-pricing model. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt, the Company will continue its evaluation process of these instruments as derivative financial instruments.

 

 
12

  

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using the Black-Scholes option-pricing model.

 

(N) Beneficial Conversion Feature

 

For conventional convertible debt where the rate of conversion is below market value, the Company records a "beneficial conversion feature" ("BCF") and related debt discount.

 

When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid in capital) and amortized to interest expense over the life of the debt. 

 

(O Debt Issue Costs and Debt Discount

 

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

 

(P) Stock-Based Compensation - Non Employees

 

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

 

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

 

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

 

 
13

  

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

 

Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

   

Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

   

Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.

  

Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

 

Pursuant to ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date for transactions that are within the scope of this Subtopic.

 

 
14

  

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.

 

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

 

(Q) Recent Accounting Pronouncements 

  

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

NOTE 4 – PROPERTY AND EQUIPMENT

  

    March 31,
2015
    December 31,
2014
    Estimated
Useful Life
 

Automobiles

   

25,851

     

25,851

     

3 years

 

Computers, Furniture and Fixtures

   

25,912

     

25,912

     

3-5 years

 
                         
                         

Total

   

51,763

     

51,763

         

Less: Accumulated Depreciation

   

(20,645

)

   

(16,516

)

       

Property and Equipment, Net

 

$

31,118

   

$

37,539

         

 

Depreciation expense was $4,129 for the three months ended March 31, 2015 and $3,141 for the three months ended March 31, 2014.

 

NOTE 5 – MINERAL PROSPECT OBLIGATION

 

Effective on February 9, 2011 the Company entered into an option agreement (“the Option”) 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, Canada (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, February 9, 2012, the Company issued Kwiatkowskis 512,821 shares as payment which was valued at $20,000 (fair market value $0.039/share). (iii) At the end of year two, February 9, 2013, the Company was to pay 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 owed 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.  This provision is when the company has secured financing to enable itself to proceed.

 

 
15

  

The Company in February 2013 paid the $30,000 liability via stock by issuing 2,727,300 shares of stock.

 

In August of 2014 the Company paid $2,000 toward this obligation.  The parties have agreed to extend this obligation to an unlimited time in the future.

 

As part of the original 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.

 

Interest on the discounted royalty claim has been accrued at 12%. Accrued interest was $58,303 as of March 31, 2015 which brings the liability balance to $180,501. This balance is comprised of $75,000 in past due amounts and $105,501 due long term.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Note Payable 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 debt.

 

 Interest expense of $37,928 has been recorded prior to 2015, with $2,688 recorded for the quarter ended March 31, 2015 for a total debt of $130,202. The Company is disputing this liability.

 

In addition the Company received four loans equaling $17,000. The loans are due on demand without interest from a related party.

 

The total of the above liabilities as shown in the Balance Sheet is $279,584.

 

Director Compensation

 

For the quarter ended March 31, 2015 the Company has paid $26,627 in consulting fees to directors and officers for services rendered and $5,000 for the quarter ended March 31, 2014.

 

 
16

  

NOTE 7 – UNEARNED REVENUE AND DEPOSIT PAYABLE

 

The Company entered into on April 8, 2014 a ten year agreement recognizing revenue over 120 months. The Company received $110,000 and earns this revenue monthly at $916.67.

 

The Company also received $72,580 as a deposit which will be earned when the Company achieves certain mining goals.

 

The total amount of both of the above recognized on the balance sheet is $11,000 current and $159,663 long term.

   

NOTE 8 – STOCKHOLDERS' DEFICIT

 

Authorized

 

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

 

Shares Issued

 

During the first quarter of 2014, the Company issued 48,360,000 shares of stock. Of this amount, 14,460,000 shares were issued for services valued at market which equaled $367,840. Of this amount at June 30, 2014, $105,583 is shown as a prepaid expense as the services have not been completed and the balance of $262,257 has been expensed and is shown in the statement of operations under general and administrative expense.

 

Also the Company issued 33,900,000 shares for cash of $299,000.

 

In the second quarter 2014, the Company issued 4,700,000 shares for cash of $47,000 as well as receiving 99,000 in cash for shares to be issued.

 

In the third quarter 2014, officers returned 35,000,000 shares issued in 2013. These shares were charged to additional paid in capital. In addition the Company issued 4,500,000 shares for services valued at $76,600, and issued 14,166,750 shares for cash of $100,000. The Company also issued 9,900,000 shares for cash previously received of $99,000 and received $50,000 in advance of shares to be issued.

 

During the fourth quarter of 2014, 10,900,000 shares were issued. 2,800,000 were issued for cash of $28,000, 3,000,000 issued for services valued at $39,000 and 5,100,000 shares issued for subscription agreements rendered previously .Also during the period the Company received $46,900 of cash for shares to be issued.

 

During the first quarter of 2015, the Company cancelled 13,000,000 shares of stock. The Company issued 4,440,000 shares of stock of which 3,390,000 was issued for cash received prior of $33,900, and 1,050,000 shares for cash of $10,500. The Company also received $3,250 in advance of shares issued.

 

 
17

  

Stock Warrants

 

No warrants were issued or outstanding during the three months ended March 31, 2015 or 2014.

   

NOTE 9 – Disputed Debt/ ACCRUED INTEREST

 

As of June 15, 2011 the former management signed a resolution approving the issuance of 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 notes.The Company has recorded the balance of $968,134 due to Falco Investments, Inc. of which $132,382 has been reported as note payable $563,206 as a Disputed Liability Related Party and $293,414 as accrued interest to March 31, 2015. The Company has decided to contest the current balance claimed to be due to Falco.  Falco Investments initiated a lawsuit in November of 2011.

 

While the amount is deemed frivolous the Company has included this debt on the balance sheet till an eventual resolution is completed.

 

NOTE 10 – NOTE PAYABLE-AUTO/TERM LOAN

 

The Company on December 1, 2013 purchased an auto for $13,990 of which it put down as a deposit $2,500 and financed the balance. Terms indicate repayment over 36 months with a finance charge of $4,536. Monthly payments are $445.15 per month of which $126 per month is interest. At March 31, 2015 $6,384 is owed

 

In March 2014 the Company purchased a second auto for $11,881. Terms indicate a monthly payment over 36 months of $349 per month. Total net due at December 31, 2014 equaled $6,989. Total long term debt equaled $6,223 and short term $7,150.

 

The Company also received a $150,000 no interest bearing loan due May 31, 2015.

 

NOTE 11 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the filing date of these financial statements and has disclosed that there are no such events that are material to the financial statements to be disclosed.

 

 
18

  

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

 

The following discussion and analysis is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, and should be read in conjunction with our financial statements and related notes. We incorporate by reference into this Report our audited financial statements for the years ended December 31, 2014 and 2013. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In addition, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, including, but not limited to, those discussed in “Forward Looking Statements” and elsewhere in this Report.

 

The following management’s discussion and analysis is intended to assist in understanding the principal factors affecting our results of operations, liquidity, capital resources and contractual cash obligations. This discussion should be read in conjunction with our consolidated financial statements which are incorporated by reference herein, information about our business practices, significant accounting policies, risk factors, and the transactions that underlie our financial results, which are included in various parts of this filing.

 

Unless the context otherwise indicates, the terms “Double Crown,” “we,” “us,” “our,” “our Company” or “the Company” mean Double Crown Resources, Inc. and its consolidated subsidiaries.

 

Overview of Business

 

We are an exploration stage company and have not generated any significant revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

Our business plan had been focused on building a portfolio of producing mineral properties through acquisition of properties that are in production or have the potential for near-term production. Pursuit of this business strategy requires our ability to secure significant funding, which we have not secured to date.

 

While we have not discontinued our prior business plan, we have expanded the plan and shifted our focus to the oilfield services and logistics sectors. We are in the process of negotiating contracts to supply industrial quantities of commodities to on-shore and off-shore oil and gas drilling operations in the United States. We believe that the growing movement for energy independence in the United States will lead to an increased number of oil and gas wells being drilled and put into production throughout the country and off-shore. Many of these wells require hydraulic fracturing (fracking) to access the oil and gas reserves trapped in hundreds of miles of brittle shale rock thousands of feet below the surface. The hydraulic fracturing process requires a number of specialized commodities, including a unique type of sand, known as “frac-sand” or “proppant,” 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 frac-sand. Other materials required for hydraulic fracturing include guar gum, barite, and a variety of industrial chemicals.

 

 
19

  

We intend to participate in negotiations and discussions with potential joint venture parties regarding sourcing frac-sand, barite, guar gum and various industrial chemicals and establishing the infrastructure to deliver these materials to oil and gas drilling sites. As part of this business strategy, in March of 2013, we became an authorized dealer for the chemicals division of American International Sealing, LLC, granting us U.S. marketing rights for a slate of industrial chemicals used in hydraulic fracturing, bioremediation and pipeline chemical cleaning functions.

 

In early 2015 the oilfield services industry experienced restructuring and reorganizing to meet current market demands for drilling. As a result, the customers of many oilfield service companies, including our own, have reduced or modified their drilling projects. Our potential customers have continued to request sales quotations for industrial quantities of drilling materials for oilfield projects, and we hope to complete a sales contract for such commodities in the near term.

 

Also in March 2013, we executed a Memorandum of Understanding with Synergy Natural Resources, LLC (“Synergy”), a Georgia-based industrial design and manufacturing company (the “Synergy MOU”) to acquire Synergy and its assets, which included the PASSBox, a large capacity, single transfer method of shipping hydraulic fracturings and or other critical aggregate materials used for petroleum drilling. Thereafter, we terminated the Synergy MOU and developed the Transprop AGG, a proprietary double stack interlock single transfer container system for high efficiency transport of high tonnage aggregate cargo. We filed a provisional patent application for the Transprop AGG in April 2013 and this provisional patent application has since expired. Based on new developments, technology and design, we filed a new provisional patent application on April 11, 2014. As discussed elsewhere in this quarterly report, in May 2013, we initiated suit against Synergy, requesting declaratory relief on our right to patent prosecution regarding the Transprop AGG and Synergy’s claims relating to our alleged use of Synergy’s trade secrets. Synergy filed counterclaims alleging that we misappropriated its trade secrets in developing the Transprop AGG. This suit was settled in November 2013. (See Part I, Item3, “Legal Proceedings.”)

 

We have advanced the design of our container system. On October 29, 2014, we filed another provisional patent application containing further updates to the technology and design of the unit contained in the provisional patent filing of April 11, 2014. On October 30, 2014, we announced the TransLock², our redesigned, aggregate material transport system for water, road and rail shipments. The design goal of TransLock² was to use a standardized system for the majority of products–a system that is universal and superior to our previous prototype (Transprop AGG). The Company believes that the TransLock² can offer a solution to the significant capacity shortage in the North American rail industry which has been precipitated by the rapidly growing demands of the shale oil and gas drilling boom. TransLock² can be used to convert ordinary flatbed rail cars, which are available in plentiful supply but generally not useful for aggregate cargo into 100 ton, sealed aggregate commodity carriers. This will free the existing covered container rail cars to service all other industries.

 

The Double Crown TransLock² matches existing globally accepted container size, dimensions, weight restrictions, pickup points, and delivery conveyance systems. The TransLock² is unique in that it allows the containers to be connected once they reach their point of destination. A vertical interlock allows the material in the two upper containers to gravity feed into the lower containers. Once the vertical connections have been made, the horizontal interlock connects the two lower containers via the venturi/pneumatic conveyance system. Thus, one connection can be made and the total cargo can be transferred into hoppers, silos, mixers and/or conveyors. This new, patent pending technology will allow the current overburdened container cars to unload their product and continue onto their ultimate destination, rather than sitting at the various transload facilities as storage silos.

 

Lastly, the TransLock² is environmentally friendly in that it alleviates the risk of debris that can be left behind by super sacks (in the ocean and on land) and greatly reduces the risk of spillage of frac and resin coated sands and ceramic proppants.

 

 
20

  

On December 4, 2014, we filed a utility patent application for the interlocking container we refer to as TransLock². On April 13, 2015, we filed an International Patent Application with the U.S. Patent and Trademark Office (U.S. PTO) in accordance with the Patent Cooperation Treaty (PCT) for the TransLock2. We intend to begin commercial production of the TransLock2 if we are able to secure sufficient funding, which is not assured.

 

During the third quarter of 2013, we executed a Sublease for use of a bulk terminal and mineral processing plant located in New Orleans, LA. The term of the Sublease, including optional extensions, is 27 years. The master plan design work was completed. Following many discussions regarding the oilfield services industry’s experience of restructuring and reorganizing to meet current market demand, as well as the modification of our business plan, we made the decision that it was in the best interest of the Company to terminate the lease effective March, 2015. When funding is secured, we may contemplate entering a new lease for the plant and implementing the necessary conversion and improvements at the plant.

 

In October 2013, we formed DDCC Marketing Group, LLC, which is a wholly owned subsidiary, to market minerals and other commodities to oil and gas industry customers. We opened an office in Houston, Texas to serve as the headquarters of the marketing group. In March 2015, we relocated our Houston marketing office primarily as our lease expired. The new office location is more convenient for meetings with our client base and is also less square footage which is more in line with our 2015 Houston marketing requirements.

 

2015 Developments

 

No new developments occurred in the first quarter of 2015.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Liquidity and Capital Resources

 

During the quarter ended March 31, 2015, we generated working capital to fund operations through the sale of our common stock and debt financing. We anticipate that revenue from our oilfield services operations will support our operating expenses in the second half of 2015, including our general and administrative expenses. However, if we do not generate sufficient revenue through operations, we will need to raise additional capital through the issuance of equity and/or debt securities in order to support our operations. There is no guarantee that we will be able to secure such financing on commercially reasonable terms, and the issuance of such securities could have a dilutive effect on our shareholders.

 

Planned Capital Expenditures

 

At March 31, 2015, we had no material commitments for capital expenditures.

 

A summary of our cash flows during the three months ended March 31, 2015 and 2014 follows.

 

 
21

  

Operating Activities

 

We have not generated positive cash flows from operating activities. Cash used in operating activities during the quarter ended March 31,2015decreased to $112,865 from $355,121 used during the quarter ended March 31, 2014. The decrease is a result of the restructuring of our marketing office support staff.

 

Investing Activities

 

Cash used for investing activities during the quarter ended March 31, 2015 was $-0-, as compared to $11,860 for the quarter ended March 31, 2014. Due to our decreased activity, we did not need to make any investments in capital equipment.

 

Financing Activities

 

Total net cash provided by financing activities was $161,962 for the quarter ended March 31, 2015, which consisted of $150,000 proceeds from loans and $13,750 proceeds from the issuance of our common stock in a private placement offering. We also repaid $1,788 in loans during the quarter ended March 31, 2015. This compares to total net cash provided by financing activities for the quarter ended March 31, 2014 of $349,000, all of which came from the issuance of our common stock in private placement offerings.

 

At March 31, 2015, we had cash totaling $69,507, as compared to $25,170 at March 31, 2014. We are currently not generating sufficient revenue to sustain our operations. We anticipate generating revenue from operations in the second half of 2015 that may be sufficient to sustain our operations through December 31, 2015. If we are unable to generate sufficient revenue from operations, we will need to raise capital from the issuance of equity or debt securities, and there is no guarantee that we will be able to obtain such capital at commercially reasonable terms.

 

Results of Operations – Comparative Financial Information

 

The following table sets forth certain of our operating information for the three months ended March 31, 2015 and 2014.

 

    Three Months Ended
March 31,
2015
    Three Months Ended
March 31,
2014
    Difference 2015 versus
2014
 

Revenue

 

$

2,750

   

$

-0-

   

$

-2,750

 
                       

Operating Expenses:

                       

Research and Development

   

61,251

             

61,251

 

Professional Fees

   

98,381

     

137,681

     

39,300

 

General and administrative

   

74,253

     

280,821

     

206,568

 

General – related party

   

26,627

     

5,000

     

21,627

 

Operating Loss

 

(257,762

)

 

(423,502

)

   

165,740

 
                       

Other (Income) Expense:

                       

Interest expense

   

4,854

     

4,104

     

750

 

Interest expense – related party

   

23,556

     

23,556

     

-0-

 

Net Loss

  $

(286,172

)

  $

(451,162

)

  $

164,990

 

  

 
22

 

Operating Revenues

 

We generated $2,750 in royalty revenue during the quarter ended March 31, 2015. This revenue is from a royalty agreement related to the Transprop AGG System and no revenue during the quarter ended March 31, 2014.

 

Operating Expenses

 

During the quarter ended March 31, 2015, we incurred operating expenses of $260,512 compared to $423,502 incurred during the quarter ended March 31, 2014, a decrease of $162,990. The decrease in operating expenses from the first quarter of 2014 to the first quarter of 2015 was primarily due to the decrease in our professional fees (by $39,300) and our general and administrative expenses (by $206,568) related to the decreased activity at the marketing office in Houston, Texas. We also incurred compliance costs and legal fees associated with litigation matters in 2014 (see Part II. Item 1. Legal Proceedings). General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

 

Other Income (Expenses)

 

Other expenses incurred during the quarter ended March 31, 2015 totaled $28,410, compared to other expenses of $27,660 for the quarter ended March 31, 2014. The slight increase was due to a $750increase in interest expense

 

Net Loss

 

Our net loss for the quarter ended March 31, 2015 was $286,172 compared to a net loss of $451,162 during quarter ended March 31, 2014. The decrease of $164,990 in net loss is primarily a result of the decreased activity, including the reduction of employees at our marketing office in Houston, Texas, as we cut back on activity in our oilfield services operations until such time as customer demand justifies such expenses.

  

Going Concern Consideration

 

The independent auditors' report accompanying our December 31, 2014 and December 31, 2013 financial statements, as well as the Notes to the Consolidated Financials for the quarter ended March 31, 2015, contain 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.

 

Critical 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.

 

 
23

  

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.

 

Reclassifications

 

Certain prior year balances have been reclassified to conform to the current year presentation.

 

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.

 

 
24

  

Recent Accounting Pronouncements

 

For a discussion of recently issued accounting standards, see Note 3 in the Notes to the Consolidated Financial Statements contained in this Quarterly Report.

 

Off Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

ITEM III. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to a smaller reporting company.

 

ITEM IV. 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, 2015, the end of the period covered by this Report, 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 Annual Report. Non-effectiveness of disclosure controls was primarily a function of our increasing scope of operations with limited human and financial resources.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, 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 includes those policies and procedures that:

 

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

  

 
25

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

As of March 31, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treasury Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal 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 and 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 March 31, 2015 and communicated to management.

 

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

 

We are committed to improving our financial organization. As part of this commitment, when funds are available, we will implement the following remediation initiatives:

 

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function by: i) appointing one or more outside directors to our board of directors who will also be appointed to an audit committee, resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls over financial reporting; ii) preparing and implementing sufficient written policies and checklists that will set forth procedures for period-end financial disclosure and reporting processes; and iii) hiring additional personnel who have the technical expertise and knowledge to establish proper segregation of duties.

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. In addition, management believes that preparing and implementing sufficient written policies and checklists that will set forth procedures for period-end financial disclosure and reporting processes will remedy the ineffective controls over period end financial disclosure and reporting processes. Further, management believes the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the financial department. These measures will greatly improve our disclosure controls and our internal control over financial reporting in the future.

 

Management will continue to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and is committed to implementing the remediation initiatives stated above, as well as additional enhancements or improvements, as necessary and as funds allow.

 

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.

 

 
26

   

PART II. OTHER INFORMATION

  

ITEM 1. LEGAL PROCEEDINGS.

 

On August 9, 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 $690,588 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 $690,588 for such services allegedly performed by Falco since there was no written contract between us and Falco. We have amended our counterclaim to name additional parties, in addition to the former president/chief executive officer, Dr. Stewart Jackson and Donald Rutledge and Leslie Rutledge as defendants. The Company cannot predict the outcome of the Falco litigation at this time.

 

(“Synergy”) in the United States District Court for the Southern District of Texas (Houston Division), requesting declaratory relief relating to alleged trade secrets and rights to patent protection on Double Crown’s commodity transport container system. Synergy asserted counterclaims including misappropriation of trade secrets, breach of contract, tortious interference with prospective contracts or business relations, and business disparagement. On October 6, 2014, following full-day mediation before former judge Alvin L. Zimmerman, Double Crown and Synergy representatives reached an agreement in principle regarding settlement of the litigation. To avoid the cost and uncertainty of litigation, Double Crown, without admitting any liability, agreed to pay Synergy a total of $630,000 within one year, plus three million shares of stock. In return, Synergy agreed to dismiss its remaining claims against, and indemnify, Double Crown regarding any third party claims arising from the Synergy’s claims. Under the agreement outlined in the final settlement documents and approval by the Court, both parties will be free to pursue their respective commodity transport container systems.

 

On July 24, 2014, Glenn Soler (“Soler”), a former director of our Company, initiated a lawsuit against Double Crown and certain officers/directors of the company asserting claims of breach of contract, fraud-common law, negligent misrepresentation, fraud in stock transaction, conspiracy, and promissory estoppel seeking money damages, common stock, attorney’s fees and exemplary damages. Glenn Soler vs. Double Crown Resources; Cause No. 2014-42563, pending in Harris County, Texas. As of December 31, 2014, Double Crown was the only Defendant served. Double Crown answered the suit, denying all of Soler’s claims and seeking proof of same and specifically denying Soler’s claim for shares. Double Crown asserted multiple affirmative defenses including: estoppel, failure to mitigate, conditions precedent, lack of consideration, failure of consideration, unclean hands, impossibility, illegality, duress, business compulsion, prior material breach and fraud. Double Crown also asserted counterclaims including: breach of fiduciary duty, breach of contract seeking damages in excess of $100,000.00 and attorney’s fees. Recently, the Court denied Soler’s Motion for Summary Judgment, in which he asked the Court to determine as a matter of law that he was entitled to prevail on his claims. It is too early in the case to determine Double Crown’s exposure as there has been no discovery matter. We believe that Soler’s claims are defensible, and we have discussed scheduling a mediation with Soler to address all pending claims and counterclaims.

 

Other than the three proceedings mentioned above, we are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

 

ITEM 1A. RISK FACTORS

 

Not applicable to smaller reporting companies.

 

 
27

  

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

SHARES ISSUED

 

The Company issued an aggregate of 4,440,000 shares of stock during the quarter ended March 31, 2015, of which 3,390,000 shares were issued for cash received during a prior quarter of $33,900, and 1,050,000 shares were issued for cash of $10,500. The Company also received $3,250 for shares to be issued.

 

No underwriters were involved in the foregoing issuances of securities. The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act. The issuance of stock that was a private offering was issued in reliance of Regulation D promulgated under the Securities Act. Each of the recipients of securities in these transactions had adequate access, through directorship, business or other relationships, to information about us. The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

 

SUBSEQUENT EVENTS – SHARE ISSUANCES

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

ITEM 5.OTHER INFORMATION.

 

None.

 

 
28

  

ITEM 6. EXHIBITS

 

Exhibit Number

 

Description

     

2.1

 

Asset Purchase Agreement dated April 13, 2006 between James Laird and Denarii Resources, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s registration statement on Form SB-1 filed with the Commission on June 16, 2006).

     

3(i)

 

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form SB-1 filed with the Commission on June 16, 2006).

     

3(ii)

 

Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s registration statement on Form SB-1 filed with the Commission on June 16, 2006).

     

10.1

 

Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and LV Media Group (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2011).

     

10.2

 

Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Paul Murphy (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2011).

     

10.3

 

Consulting Agreement dated November 1, 2010 between Denarii Resources Inc. and Ariel Serrano (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2011).

     

10.4

 

Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Steve Claus (incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2011).

     

10.5

 

Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and David Figueiredo (incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2011).

     

10.6

 

Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Stewart Jackson (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2011).

     

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 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on November 12, 2010).

  

 
29

  

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 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on November 12, 2010).

     

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 (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed with the Commission on November 12, 2010).

     

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 (incorporated by reference to Exhibit 10.4 to the Company’s current report on Form 8-K filed with the Commission on November 12, 2010).

     

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 (incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K filed with the Commission on November 12, 2010).

     

10.13

 

Settlement, Release, and Termination Agreement dated November 3, 2014 by and between the Company, DDCC Marketing Group, LLC and Synergy Natural Resources, LLC (incorporated by reference to Exhibit 99.1 to the Company’s current report on Form 8-K filed with the Commission on November 21, 2014).

     

10.14

 

Promissory Note dated November 3, 2014 by the Company in favor of Synergy Natural Resources (incorporated by reference to Exhibit 99.2 to the Company’s current report on Form 8-K filed with the Commission on November 21, 2014).

     

21.1

 

List of Subsidiaries

     

31.1

 

Certification of Chief Executive 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 Sarbanes-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

 __________________

  

 
30

 

DOUBLE CROWN RESOURCES, INC.

 

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 20, 2015

By:

/s/ Jerold S. Drew

 
   

Jerold S. Drew

 
   

President/Chief Executive Officer

 

 

 

DOUBLE CROWN RESOURCES, INC.

 
       

Dated: May 20, 2015

By:

/s/ Jerold S. Drew

 
   

Jerold S. Drew

 
   

Chief Financial Officer

 

 

 

31




EXHIBIT 31.1

 

Certifications

 

I, Jerold S. Drew, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 of Double Crown Resources, Inc. (the “registrant”);

 

 

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 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(s) 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;

 

 

 
 

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 such 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 annual 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 the 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 20, 2015

By:

/s/ Jerold S. Drew

 

   

Jerold S. Drew

 

Chief Executive Officer and Acting Chief Financial Officer

(principal executive officer and principal financial and accounting officer)

 

 



EXHIBIT 32.1

 

Section 1350 Certification

 

In connection with the Quarterly Report on Form 10-Q of Double Crown Resources, Inc. (the “Company”) for the quarter ended March 31, 2015 as filed with the Securities and Exchange Commission (the “Report”), I, Jerold S. Drew, Chief Executive Officer and Acting Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

 

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

 
 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

 

Date: May 20, 2015

By:

/s/ Jerold S. Drew

 

   

Jerold S. Drew,

 

Chief Executive Officer and Acting Chief Financial Officer (principal executive officer and principal financial and accounting officer)

 

 

This certification accompanies this Quarter Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.