DOUBLE CROWN RESOURCES INC. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - DOUBLE CROWN RESOURCES INC.	Financial_Report.xls
EX-31.2 - CERTIFICATION - DOUBLE CROWN RESOURCES INC.	ddcc_ex312.htm
EX-31.1 - CERTIFICATION - DOUBLE CROWN RESOURCES INC.	ddcc_ex311.htm
EX-32.1 - CERTIFICATION - DOUBLE CROWN RESOURCES INC.	ddcc_ex321.htm

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 September 30, 2014

¨ 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 November 13, 2014:
Common Stock, $0.001	490,541,815

DOUBLE CROWN RESOURCES, INC.

Form 10-Q

For the Quarterly Period ended September 30, 2014

Table of Contents

		Page

	EXPLANATORY NOTE	3
	NOTICE REGARDING FORWARD-LOOKING STATEMENTS	3

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	4

	Consolidated Balance Sheets as of September 30, 2014 and December 31, 2013	4

	Consolidated Statements of Operations for the three months ended September 30, 2014 and 2013	5

	Consolidated Statements of Cash Flows for the six months ended September 30, 2014 and 2013	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4	Mine Safety Disclosure	24

Item 5.	Other Information	24

Item 6	Exhibits	25

	SIGNATURES	26

	EXHIBITS

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 toDouble 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.

Notice Regarding Forward-Looking Statements

Certain statements contained in this report on Form 10-K 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.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

DOUBLE CROWN RESOURCES, INC.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEET

Assets:	September 30,			December 31,
Current assets	2014			2013
Cash	$	13,009		$	43,151

Total current assets	$	13,009			43,151
Fixed Assets-Net		39,376			37,539
Total Assets	$	52,385		$	80,690
Liabilities:
Current Liabilities:
Accounts payable and accrued expenses	$	777,215		$	46,150
Unearned Revenue	$	11,000			-
Accounts payable- disputed		77,998			77,998
Disputed Liability - Related Party (Notes 8)		563,206			563,206
Accrued Interest - Related Party (Notes 8)		251,678			189,075
Note payable- related party (Note 8)		132,382			132,382
Debt- related parties (Note 6)		141,826			128,762
Note Payable-Auto (Note 9)		7,210			3,830
Total current liabilities		1,962,515			1,141,403
Unearned Revenue and Deposit Payable		168,500
Note Payable-Auto (Note 9)		9,390			7,341
Mineral prospect obligation (Note 5)		145,169			133,991
Debt- long term (Note 5)		28,000			30,000
Total Long Term Liabilities		351,059			171,332

Total liabilities		2,313,574			1,312,735

STOCKHOLDERS' DEFICIT

Common stock; 500,000,000 shares authorized at $0.001 par
value; 485,241,815 and 438,615,065 shares issued and
outstanding, respectively		485,242			438,615
Stock subscription payable		101,000			6,000
Unearned Stock for Services		(43,166	)		-
Additional paid-in capital		6,846,770			5,898,957
Deficit accumulated during exploration stage		(9,651,035	)		(7,575,617	)
Total Stockholders' Deficit		(2,261,189	)		(1,232,045	)

Total Liabilities and Stockholders' Deficit	$	52,385		$	80,690

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

DOUBLE CROWN RESOURCES, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS

													From Inception
	Three Months Ended						Nine Months Ended						(March 23, 2006
	30-Sep			30-Sep			30-Sep			30-Sep			through
	2014			2013			2014			2013			30-Sep-14
Revenues	$	2,750		$	-		$	5,500			-			5,500
Cost of Services		-			-			-

Gross Margin		2,750			-			5,500			-			5,500

Operating Expenses:
Impairment of mineral property acquisition costs		-			-			-			-			70,250
Impairment of prepaid royalties		-			-			-			-			124,795
Professional fees		522,466			1,489,307			1,155,460			3,601,605			6,216,272
Office - general expenses		24,869			76,017			798,863			290,923			1,617,481
General expenses - related party		33,080			16,702			43,080			62,577			889,103
Total Operating Expenses		580,415			1,582,026			1,997,403			3,954,475			8,917,901

Operating Loss		(577,665	)		(1,582,026	)		(1,991,903	)		(3,954,475	)		(8,912,401	)

Other (Income) Expenses					(48,000	)					(48,000	)
Interest Expense		4,322			3,725			12,847			11,177			52,880
Interest Expense - related party		23,556			23,555			70,668			70,667			287,130
(Gain) on Debt Cancellation/Civil Gain Contingency		-			-			-			-			238,875
Financing cost - related party		-			-			-						159,749
Total Other Expenses		27,878			(20,720	)		83,515			33,844			738,634

Net Loss Before Income Taxes		(605,543	)		(1,561,306	)		(2,075,418	)		(3,988,319	)		(9,651,035	)

Income Tax		-			-			-

Net Loss	$	(605,543	)	$	(1,561,306	)	$	(2,075,418	)		(3,988,319	)		(9,651,035	)

Loss per Share, Basic & Diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.01	)

Weighted Average Shares Outstanding		485,635,981			341,051,021			475,217,921			288,634,243

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

DOUBLE CROWN RESOURCES, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS

							From inception
							(March 23,
							2006)
	Nine Months Ended						through
	September 30,			September 30,			September 30,
	2014			2013			2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss for the period	$	(2,075,418	)	$	(3,988,319	)	$	(9,651,035	)
Adjustments to reconcile net loss from operations:
Depreciation		10,023						12,387
Shares issued for services		444,440			3,322,100			5,080,157
Forgiveness of Debt/Impairment of Property rights		-			-			12,250
Impairment of prepaid royalties		-			-			134,200
Beneficial conversion feature		-			-			39,715
Civil claim contingency		-			(48,000	)		286,875
Financing cost of warrants issued		-			-			120,034
Change in Operating Assets and Liabilities:
Deposits		179,500			(15,550	)		179,500
Increase (decrease) in accounts payable		731,065			3,000			777,215
Increase in accrued interest		11,178			11,177			54,695
Increase in accrued interest to a related party		70,667			70,667			259,742
Increase (decrease) in accounts payable- related party		-			-			734,034
Increase (decrease) in debt		8,429			(1,349	)		30,248
Net cash used in Operating Activities		(620,116	)		(646,274	)		(1,929,983	)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Assets		(11,860	)		(27,834	)		(61,762	)
Net Cash used in Investing Activities		(11,860	)		(27,834	)		(61,762	)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceed from convertible debt		-
Proceeds from subscriptions payable		95,000			-			101,000
Proceeds from issuance of common stock		550,000			100,000			1,946,920
Proceeds from subscriptions receivable		(43,166	)		590,350			(43,166	)
Net Cash provided by Financing Activities		601,834			690,350			2,004,754
Net Increase (Decrease) in Cash		(30,142	)		16,242			13,009
Cash at Beginning of Period		43,151			3,273			-
Cash at End of Period	$	13,009		$	19,515		$	13,009
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	1,669		$	-		$	377
Cash paid for franchise and income taxes	$	-		$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accounts payable for mineral property	$	-					$	5,000
Convertible debt issued for mineral property	$	-					$	50,000
Parties	$	-		$	-		$	357,956
parties)	$	-		$	-		$	40,000
Shares payable for mineral property	$	-					$	5,250
Shares issued for Services to be Rendered in the Future	$	43,166					$	24,000
Shares issued for Services	$	444,440
Shares issued for conversion of debt	$	-					$	65,200

DOUBLE CROWN RESOURCES, INC

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

September 30, 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.

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 include the accounts of the Company and its wholly owned subsidiary DDCC Marketing Group, LLC. All intercompany transactions have been eliminated in consolidation.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of September 30, 2014 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 September 30, 2014 of $9,651,035.

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.

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.

DOUBLE CROWN RESOURCES, INC

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

Recently issued accounting pronouncements

In July 2013, the FASB issued Accounting Standards Update 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward, except as follows. To the extent a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.

DOUBLE CROWN RESOURCES, INC

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

September 30, 2014

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 4 – FIXED ASSETS

At September 30, 2014 the Company had the following fixed assets:

Computers and Furniture and Fixtures	$	25,913
Autos		25,850
Total		51,763
Less Accumulated Depreciation		(12,387	)
Net		39,376

Depreciation was $10,023 for the period ended September 30, 2014. Computers will be depreciated over the straight line method over 3 to 5 years, furniture over 5-7 years and auto’s over 3years.

NOTE 5 – 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”).

DOUBLE CROWN RESOURCES, INC

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

September 30, 2014

NOTE 5 – DEBT (continued)

In accordance with the terms and provisions of the Option: (i) upon execution of certain documentation and transfer of title, the Company paid $5,000 and 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, in February 2013, the Company paid to Kwiatkowskis a further $30,000 by issuing 2,727,300 shares of stock; (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 ($2,000.00 of the 2014 payment has been made; the Company owes Kwiatkowskis the balance of $23,000, which we intend to pay); (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 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.

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 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 accrued at 12%. Accrued interest was $50,971 as of September 30, 2014 which brings the liability balance to $173,169.

NOTE 6 – RELATED PARTY TRANSACTIONS

Debt – 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 $8,064 has been recorded in 2014 ($27,166 prior), for a total debt of $124,526. The Company is disputing this liability. In addition the Company received four loans equaling $17,300. The loans are due on demand without interest from a related party. The total of Debt-related parties is $141,826.

DOUBLE CROWN RESOURCES, INC

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

September 30, 2014

NOTE 6 – RELATED PARTY TRANSACTIONS (continued)

Director Compensation

For the nine months ended September 30, 2014 the Company has paid $139,971 in salaries to directors or officers for services rendered.

The Company also paid $43,080 to entities controlled by its officers or directors.

NOTE 7 – UNEARNED REVENUE AND DEPOSIT PAYABLE

The Company is recognizing revenue pursuant to an agreement over 120 months. The Company received $110,000 and earns this revenue monthly at $916.67. During the year $5,500 was earned with the Company recording a long and short term liability totaling $104,500.

The Company also received $75,000 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 $168,500 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.

During the first quarter of 2014, the Company also 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.

At September 30, 2014 the Company has services yet to be earned for shares issued of $43,166 which is shown in the equity section as services to be earned.

Stock Warrants

The following is a summary of warrants balance as of September 30, 2014

	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		(1,966,666	)		0.005	June 30, 2012
Warrants exercised		(2,000,000	)		0.005	Exercised by the expiration date of January 31, 2012
Balance, September 30 ,2014		-

DOUBLE CROWN RESOURCES, INC

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

September 30, 2014

NOTE 9 – DISPUTED LIABILITIES

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 $947,266 due to Falco Investments, Inc. of which $132,382 has been reported as note payable, $563,206 as a Disputed Liability Related Party and $251,678 as accrued interest to September 30, 2014. The Company has decided to contest the current balance claimed to be due to Falco. Falco Investments initiated a lawsuit in August of 2011.

The Company has included this debt on the balance sheet until an eventual resolution is reached.

NOTE 10 – NOTE PAYABLE-AUTO

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 September 30, 2014 the net owed was $8,299 of which $3,830 was current and $4,469 was due after 12 months.

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 September 30, 2014 equaled $8,300 of which $3,380 is current and $4,920 is long term.

NOTE 11 – INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December 31, 2013 and 2012:

	December 31, 2013				December 31, 2012
Deferred Tax Assets – Non-current:

NOL Carryover	$	2,404,356		$	1,315,476
Payroll Accrual		-			-
Less valuation allowance		(2,404,356	)		(1,315,476	)
Deferred tax assets, net of valuation allowance	$	-		$	-

DOUBLE CROWN RESOURCES, INC

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

September 30, 2014

NOTE 11 – INCOME TAX (continued)

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, 2013 and 2012 due to the following:

	2013			2012

Book Income	$	(4,114,180	)	$	(1,012,200	)
Meals and Entertainment		2,000			3,000
Stock for Services		3,023,300			662,450
Accrued Payroll		-			-
Valuation allowance		1,088,880			346,750
	$	-		$	-

At December 31, 2013, the Company had net operating loss carryforwards of approximately $2,404,356 that may be offset against future taxable income from the year 2013 to 2014. No tax benefit has been reported in the December 31, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

NOTE 12 – SUBSEQUENT EVENTS

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 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, 2013 and 2012. 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.

Overview of Business

We are an exploration stage company and have not generated any 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 sector. We are in the process of negotiating contracts to supply industrial quantities of commodities to on-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. 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.

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.

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 PASS Box, a large capacity, single transfer method of shipping hydraulic fracturing sand or other critical aggregate materials used for petroleum drilling. Thereafter, we terminated the Synergy MOU and developed the Transprop AGG, our own double stack interlock single transfer container system for high efficiency transport of high tonnage aggregate cargo. We are continuing to fine-tune the design of, and intend to apply for a patent regarding, the Transprop AGG, with the intention of beginning commercial production if we are able to secure sufficient funding, which is not assured. As discussed elsewhere herein, in May 2013, we initiated suit against Synergy, requesting declaratory relief on claims relating to alleged trade secrets and rights to patent prosecution on our transport system. Synergy has filed counterclaims alleging that we misappropriated its trade secrets in developing the Transprop AGG. On October 6, 2014, following mediation, in order to avoid the expense of continuing the litigation, we agreed to a settlement with Synergy. The case has been dismissed in its entirety and the company is moving forward with its plans on development of the advanced design, TransLock². Further discussion of the TransLock² under “2014 Developments.” (See Part II. Item 1. Legal Proceedings in this Report.).

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. We have engaged EDG Consulting Engineers to design a master plan for our use of the plant facilities. The master plan design work has now been completed. Blethen Mining Associates, PC will act as general contractor to oversee budgeting, as well as the reconstruction and operation of the plant and facility. The existing facility includes a cement drying plant and four ball mills designed to crush slag for cement production. We plan to convert the ball mills to crush barite and to convert the drying plant for use on hydrosize/wet frac sand. We have agreed to purchase the existing improvements on the property for $750,000, contingent on our securing the necessary funding. A budget for the reconstruction of the terminal and plant has not yet been completed; we anticipate the necessary conversion and improvements will require an investment of $10-14 million, not including the cost of leasing equipment and operating the facility. There is no guarantee that we will be able to raise sufficient capital to execute our plan to reconstruct the plant. The plant will be designed to accommodate containers that meet ISO standards, including our double stack interlock single transport container system designed for intermodal transport. The location of the facility allows for materials to be delivered and distributed by rail, barge or truck.

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 addition to housing the marketing and support staff, the Houston office includes office facilities for our executive officers.

2014 Developments

In January 2014, we entered into a strategic alliance with Logistica US Terminals, LLC (“Logistica”) for the purchase, sale and distribution of minerals and other commodities in the oilfield services industry. This was an expansion of our April 2013 agreement with Logistica, under which they agreed to supply us with key minerals and related materials for our resale to oil and gas well drillers. Under the terms of our January 2014 alliance with Logistica, Logistica will provide logistics and transportation of the materials, and we will provide all sales and marketing of the materials through our subsidiary, DDCC Marketing Group, LLC.

Guatemala Project

Effective on May 23, 2014, we entered into that certain agreement with Mr. Jorge Louis Avalos Austria and Quimicos y Minerales, S.A. (together the “Seller”), to acquire a 100% interest in the raw barite ore from the Bilojom II mine in Guatemala (the “Agreement”). The Agreement provided for a due diligence period of 90 days, which would allow Double Crown Resources sufficient time to prove up the information provided by representatives of the Bilojom II mine, and to assess the feasibility and likelihood of development, extraction, and exportation of the raw barite ore.

As of September 24, 2014, in accordance with the terms and provisions of the Agreement, our Board of Directors determined that pursuing this investment is not in our best interests or in the best interests of our shareholders. Therefore, we and Mr. Jorge Louis Avalos Austria and Quimicos y Minerales, S.A. have terminated the Agreement, pursuant to which we are released from any further obligations or duties thereunder.

On October 30, 2014, we announced the TransLock², the company's advanced and recently redesigned, patent-pending 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 & 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 containers 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 and/or silos and/or mixers and/or conveyors. This new, patent pending technology will allow the current overburdened container cars to unload their product and continue on to their ultimate destination, rather than sitting at the various transload facilities as storage silos.

A standard rail car can transport a maximum of 100 tons of aggregate material. By connecting four TransLock² containers, Double Crown's system is able to duplicate that same quantity of material to be transferred at close to the current transfer rate. Unlike a covered rail car, TransLock² containers can be off-loaded and used as silos and/or storage to be transferred at a time of choice. These units can carry aggregates, chemicals, fluids, and virtually all types of commodity products. Some TransLock² containers will be industry specific and will have industry specific hoses, valves, attachments, liners, etc., and conveyance delivery systems. The TransLock² has the capability of reducing the bottlenecks currently experienced at the transload facilities as it can be off loaded from rail to truck and delivered to its destination, or off loaded and used as a silo at the transload (to be loaded to transport at a later date), or shipped directly to the final destination with no transfer in between.

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.

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.

Subsequent Events

Effective July 15, 2014, the Board of Directors of Double Crown Resources, Inc., a Nevada corporation (the "Company"), accepted the resignation of Antonio B. Castillo as Chief Operating Officer and as a member of the Board of Directors. Mr. Castillo did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Effective July 15, 2014, the Board of Directors of Double Crown Resources, Inc., a Nevada corporation (the "Company"), accepted the consent of Tricia Oakley to be appointed as a member of the Board of Directors.

Effective September 28, 2014, the Board of Directors of Double Crown Resources, Inc., a Nevada corporation (the "Company"), accepted the consent of Allan P. Jones and Joseph L. Menton as members of the Board of Directors. Therefore, as of the date of this Current Report, the Board of Directors consists of Jerold E. Drew, Allen, E. Lopez, Tricia Oakley, Allan P. Jones, and Joseph L. Menton.

Tricia Oakley. Mrs. Oakley has worked as a legal secretary for over 30 years. She was appointed as Corporate Secretary and Treasurer of Double Crown Resources, Inc. in August 2011. Since that time, she has served a variety of roles at the Company, including acting as the primary liaison between the Board of Directors and the Company’s shareholders and vendors. For additional information about Mrs. Oakley, please see our Current Report on Form 8-K, filed with the Commission on July 25, 2014.

Allan P. Jones. Mr. Jones has over 15 years of experience in large scale industrial construction and petroleum industry support projects. He served as Vice President of Sales and Marketing for Oilfield Services at M. Nasr Partners, a successful building design, construction and industrial services company based in Houston, TX. In this position, Mr. Jones initiated and maintained relationships with company representatives from the oil & gas industry. For additional information about Mr. Jones, please see our Current Report on Form 8K, filed with the Commission on August 29, 2014.

Joseph L. Menton. Mr. Menton brings over 10 years of experience working at a range of positions in the construction and technology industries reaching upper management levels. Mr. Menton is currently Vice President of Menton Builders Inc. His specific areas of expertise include corporate management, business development, marketing, web design, drafting/design work and preparation of contracts, budgets and project timelines. For additional information about Mr. Menton, please see our Current Report on Form 8K, filed with the Commission on August 29, 2014.

Liquidity and Capital Resources

During the nine-month period ended September 30, 2014, we generated working capital to fund operations through the sale of our common stock. In the second half of 2014, we anticipate that revenue from our oilfield services operations will support our operating expenses, 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. The issuance of such securities could have a dilutive effect on our shareholders.

Planned Capital Expenditures

At September 30, 2014, we had no material commitments for capital expenditures.

A summary of our cash flows during the nine month period ended September 30, 2014 and 2013 follows.

Operating Activities

We have not generated positive cash flows from operating activities. Cash used in operating activities during the nine month period ended September 30, 2014 decreased to $620,116, as compared to $646,274 used during the nine month period ended September 30, 2013. The decrease is a result of a credit from a contingency claim.

Investing Activities

Cash used for investing activities during the nine month period ended September 30, 2014 was $11,860, as compared to $27,834 for the nine month period ended September 30, 2013. We used the capital to acquire a second vehicle for our Houston, Texas office.

Financing Activities

Total net cash provided by financing activities was $601,834 for the nine month period ended September 30, 2014, which consisted of private placement offerings generating $550,000 in proceeds from the issuance of our common stock and $95,000 in proceeds from subscriptions payable. Total net cash provided by financing activities was $690,350 for the nine month period ended September 30, 2013, which consisted of private placement offerings generating $100,000 in proceeds from the issuance of our common stock and $590,350 in proceeds from subscriptions receivable.

At September 30, 2014 the Company has services yet to be earned for shares issued of $43,166 which is shown in the equity section as services to be earned.

At September 30, 2014, we had cash totaling $13,009, as compared to $19,515 at September 30, 2013. We anticipate that current cash expected to be generated from operations will sustain our operations through December 31, 2014. We are not aware of any trends or potential events that are likely to adversely impact our short term liquidity in 2014.

Results of Operations – Comparative Financial Information

The following table sets forth certain of our operating information for the three and nine months ended September 30, 2014 and September 30, 2013.

	Three Months Ended September 30, 2014			Three Months Ended September 30, 2013			Difference 2014 versus 2013			Nine Months Ended September 30, 2014			Nine Months Ended September 30, 2013			Difference 2014 versus 2013

Revenue	$	2,750		$	-0-		$	2,750		$	5,500		$	-0-		$	5,500
Gross Margin		2,750			-0-			2,750			5,500			-0-			5,500

Operating Expenses:
Professional Fees		522,466			1,489,307			(966,841	)		1,155,460			3,601,605			(2,446,145	)
General and Administrative		24,869			76,017			(51,148	)		798,863			290,923			507,940
General – Related Party		33,080			16,702			16,378			43,080			62,577			(19,497	)
Operating Loss		(577,665	)		(1,582,026	)		(1,004,361	)		(1,991,903	)		(3,954,475	)		(1,962,572	)

Other (Income) Expense		-0-			(48,000	)		(48,000	)		-0-			(48,000	)		(48,000	)
Interest Expense		4,322			3,725			597			12,847			11,177			1,670
Interest Expense – Related Party		23,556			23,555			1			70,668			70,667			1
Net Loss		(605,543	)		(1,561,306	)		(955,763	)		(2,075,418	)		(3,988,319	)		(1,912,901	)

Net Loss

Our net loss for the nine-month period ended September 30, 2014 was $2,075,418 compared to a net loss of $3,988,319 for the nine-month period ended September 30, 2013. The decrease of $1,912,901 in net loss is primarily a result of the reduction in professional fees and related party expenses.

Operating Revenues

We generated $5,500 in revenue for the nine-month period ended September 30, 2014 and no revenue during the nine month period ended September 30, 2013. The revenue generated in the nine-month period ended September 30, 2014 was from royalty revenue.

Operating Expenses

During the nine-month period ended September 30, 2014, we incurred operating expenses of approximately $1,997,403 compared to $3,954,475 incurred during the nine-month period ended September 30, 2013; (a decrease of $1,957,072). The decrease in operating expenses from the first nine months of 2013 to the first nine months of 2014 was primarily due to the reduction in our professional fees (by $2,446,145) and our general expenses – related party (by $19,497). Our general and administrative expenses increased by $507,940 over this time period, primarily related to the increased activity, including opening the marketing office in Houston, Texas, as we ramped up our oilfield services operations. 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 nine-month period ended September 30, 2014 totaled $83,515, compared to other expenses of $33,844 for the nine-month period ended September 30, 2013. The increase was due to a $48,000 increase due to a gain on debt cancellation/gain contingency and a slight increase in interest expense.

Going Concern Consideration

The independent auditors' report accompanying our December 31, 2013 and December 31, 2012 financial statements, as well as the Notes to the Consolidated Financials for the quarter ended September 30, 2014, 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.

Net Loss per Share

Use of Estimates

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

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

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 September 30, 2014, 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.

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 September 30, 2014, 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 September 30, 2014 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.

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 counterclaimed and named 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.

On May 13, 2013, shareholder Falco Investments and non-shareholder Leslie Rutledge filed a purported derivative lawsuit in the U.S. District Court for the District of Nevada, naming the Company as a nominal defendant and naming as defendants nine current or former officers and members of its board of directors, including Jerry Drew, Keith Tubandt, Allen Lopez, and Antonio B. Castillo, the board of directors collectively, and the company’s former outside counsel, Diane Dalmy, as defendants. The complaint alleged, among other things, that the individual defendants breached their fiduciary duties and/or wasted corporate assets or were unjustly enriched or engaged in gross mismanagement in relation to various actions, including “lowering” the company’s stock price, failing to maintain internal controls, interfering with the removal of restricted legends from certain free-trading shares, and failing to issue shares pursuant to certain convertible notes. The complaint sought, among other things, an award of punitive damages to the plaintiffs, injunctive relief, disgorgement of compensation by the Company’s directors, and an order directing the Company to reform its corporate governance and internal procedures and attorney’s fees and costs. On December 4, 2013, the Court dismissed the complaint with prejudice. On July 16, 2014, the court accepted the Magistrate Judge’s prior recommendation to deny the Company’s motion for an award of attorney’s fees and costs. This order concludes the litigation.

On May 23, 2013, Double Crown Resources, Inc. initiated suit against Synergy Natural Resources, LLC (“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, which is subject to the execution of final settlement documents and approval by the Court, both parties will be free to pursue their respective commodity transport container systems.

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

No material changes.

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

SHARES ISSUED

At September 30, 2014 the Company has services yet to be earned for shares issued of $43,166 which is shown in the equity section as services to be earned.

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

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)

14.1		Code of Ethics

17.1		Resignation letter of Marc L. Duncan, dated March 26, 2013, effective March 27, 2013

17.2		Resignation letter of Glenn Soler, dated March 26, 2013, effective March 27, 2013.

17.3		Resignation letter of David Figueiredo, dated August 27, 2012, effective August 27, 2012.

17.4		Resignation letter of J. Paul Murphy, dated March 25, 2012, effective March 25, 2012.

17.5		Resignation letter of Antonio B. Castillo dated July 15, 2014, effective July 15, 2014.

21.1		List of Subsidiaries

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		Certificationof 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		Certificationof ChiefExecutiveOfficerand Chief Financial Officer Under Section 1350 as AdoptedPursuant 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.

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: November 14, 2014	By:	/s/ Jerold S. Drew
		Jerold S. Drew
		Chief Executive Officer

	DOUBLE CROWN RESOURCES, INC.

Dated: November 14, 2014	By:	/s/ Jerold S. Drew
		Jerold S. Drew
		Chief Financial Officer

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