DOUBLE CROWN RESOURCES INC. - FORM 10-Q/A

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EX-32.1 - CERTIFICATION - DOUBLE CROWN RESOURCES INC.	dnrr_ex321.htm
EX-31.1 - CERTIFICATION - DOUBLE CROWN RESOURCES INC.	dnrr_ex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

x Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2009

o Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _______to___________

Commission File Number: 000-53389

DENARII RESOURCES INC.

(Exact name of Registrant as specified in its chart)

Nevada		98-0491567
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

711 S. Carson Street, Ste 4 Carson City, Nevada 89701		(949) 335-5159
(Address of principal executive offices)		(Registrant's telephone number, including area code)

Former Name, Address and Fiscal Year, If Changed Since Last Report

502 E. John Street

Carson City, Nevada 89706

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

We had a total of 61,900,000 shares of common stock issued and outstanding at August 23, 2010.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended June 30, 2009 are not necessarily indicative of the results that may be expected for the full fiscal year.

The company has restated its financial statements as of and due to a series of accounting errors for the 6 months ended June 30, 2009, that is fully disclosed in the footnotes.

DENARII RESOURCES INC.

(An Exploration Stage Company)

Condensed Balance Sheets
(Stated in US Dollars)

Unaudited

(Restated)

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

Current assets
Cash	$	-		$	-

Total Current Assets		-			-

Total Assets		-			-

LIABILITIES

Current liabilities
Accounts payable - other		18,475			3,344
Accounts payable-Related Parties		83,962			19,355
Loans from Related Party		620

Total Current Liabilities		103,057			22,699

Total Liabilities		103,057			22,699

STOCKHOLDERS' EQUITY

100,000,000 Common shares authorized,
60,900,000 and 60,300,000 issued at		60,900			60,300
June 30, 2009 and Dec 31, 2008 respectively
issued at $0.001 per share

600,000 issuable at $0.001 per share		--			600

Additional paid-in capital		213,900			213,900

Deficit accumulated during		(377,857	)		(297,499	)
Exploration stage

Total Stockholders’ Equity		(103,057	)		(22,699	)

Total Liabilities and Stockholders' Equity	$	-		$	-

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

DENARII RESOURCES INC.

(An Exploration Stage Company)

Condensed Statements of Operations

(Stated in US Dollars)

Unaudited

(Restated)

	Three Months Ended						Six Months Ended						March 23, 2006
													(Inception) to
`	June 30			June 30			June 30			June 30			June 30
	2009			2008			2009			2008			2009

REVENUES	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00

OPERATING EXPENSES
Mineral claims		-			-			-			-			10,000
Professional fees		26,109			15,855			30,550			17,580			316,654
Office		8,669			-			8,669			-			10,064
Mgmt & Administration Fees-Related Party		15,000			-			15,000			-			15,000
Rent-Related Party		7,500			-			7,500			-			7,500
Travel-Related Party		18,639			-			18,639			-			18,639
Total Operating Expenses		75,917			15,855			80,358			17,580			377,857

NET LOSS BEFORE INCOME TAXES		(75,917	)		(15,855	)		(80,358	)		(17,580	)		(377,857	)

PROVISION FOR INCOME TAX		-			-			-			-			-

NET INCOME (LOSS) FOR THE PERIOD		(75,917	)		(15,855	)		(80,358	)		(17,580	)		(377,857	)

BASIC AND DILUTED (LOSS) PER COMMON SHARE	$	0.00		$	0.00		$	0.00		$	0.00


WEIGHTED AVERAGE NUMBER OF COMMON SHARES		60,900,000			52,575,822			60,671,270			49,707,690

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

DENARII RESOURCES INC.

(An Exploration Stage Company)
Condensed Statements of Cash Flows

(Stated in US Dollars)

(Unaudited)

(Restated)

							March 23, 2006
	Six Months Ended						(Inception)
	Jun-30			Jun-30			to
	2009			2008			30-Jun-09
OPERATING ACTIVITIES
Net income (loss)		(80,358	)		(17,580	)		(377,857	)

Adjustments to reconcile net loss to net cash (used in) operating activities:
Non cash expense		-			-			210,000
Write off of mineral claims		-			-			10,000
Changes in assets and liabilities
Expenses paid on company's behalf by related party		65,227			-			84,582
Increase in accounts payable -other		15,131			5,580			18,475

Net cash used in operating activities		-			(12,000	)		(54,800	)

INVESTING ACTIVITIES
Purchase of mineral claims		-			-			(10,000	)

Net cash provided by (used in) investing activities		-						(10,000	)

FINANCING ACTIVITIES
Issuance of common stock for cash		-			12,000			64,800

Net cash provided by financing activities		-			12,000			64,800

NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS		-			-			-

CASH AND CASH EQUIVALENTS
- BEGINNING OF PERIOD		-			-			-

CASH AND CASH EQUIVALENTS
- END OF PERIOD	$	-		$	-		$	-


SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Common stock issued for services	$	-		$	-		$	210,000

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

DENARII RESOURCES INC.

(An Exploration Stage Company)

Condensed Footnotes to the Financial Statements

From Inception (March 23, 2006) to June 30, 2009

(Stated in US Dollars)

Unaudited

(RESTATED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Denarii Resources, Inc. ("Denarii 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.

Our property, known as the McNab Molybdenum Property, is located on the west side of Howe Sound near the headwaters of McNab Creek, approximately 40 km northwest of Vancouver, BC. The McNab Molybdenum property comprises two mineral claims containing 16 cell claim units totaling 334.809 hectares.

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These are condensed notes and should be read in conjunction

with the audited financial statements from the year ending December 31, 2009.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and is new.

This raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

As shown in the accompanying financial statements, the Company has incurred a net loss of $377,857 for the period from March 23, 2006 (inception) to June 30, 2009 and has not generated any revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Advertising and Promotion Costs

The Company expenses advertising and promotion when incurred. There were not any advertising and promotion costs incurred in 2008 or the first quarter ending March 31, 2009. There was $2,835 in the quarter ending June 30, 2009.

b. Recent Accounting Pronouncements

The Company has evaluated all of the recent accounting pronouncements through ASU No. 2010-19, and feels that none of them will have a material effect on the Company’s financial statements.

NOTE 4 – SHARE CAPITAL

a) Authorized:

100,000,000 common shares with a par value of $0.001

b) Issued:

On March 17, 2009 the Company completed a forward stock split of its common stock on a ratio of six new shares for every one old share of the Company (6:1). All references to issued common shares take into account the forward stock split that has been retroactively stated.

On March 23, 2006 the company issued to the founders 48,000,000 common shares of stock for $10,000.The cost per share was $0.0002.

On October 3, 2007, 2,988,000 of these common shares were cancelled for a net of founder’s shares of 45,012,000. The net per share costs was $0.00013333.

The company had two private placements both at $0.0167 per share. The first was on July 1, 2007, 1,500,000 common shares for $25,000 and the second on September 28, 2007, 1,188,000 common shares for $19,800. As of December 31, 2007, there are Forty Seven Million Seven Hundred Thousand (47,700,000) shares issued and outstanding at a value of $0.001 per share.

On June 2, 2008 the company issued 600,000 shares at $0.0167 per share.

On June 2, 2008 the company issued 12,000,000 shares for services valued at $200,000. The cost per share was $0.0167.

On March 11, 2009 the company issued 600,000 shares for services valued at $10,000. The cost per share was $0.0167.

As of June 30, 2009, there were Sixty Million Nine Hundred Thousand (60,900,000) shares issued and outstanding at a value of $0.001 per share There are no preferred shares authorized. The Company has issued no preferred shares. The Company has no stock option plan, warrants or other dilutive securities.

NOTE 5 - PAYABLE TO RELATED PARTY

The company owes $84,582 to related parties. The terms of the payables are no interest and due on demand.

NOTE 6 – Restated Financial Statements

The company has restated its financial statements as of and due to a series of accounting errors for the 6 months ended June 30, 2009 to reflect the following:

1.	Additional accounts payable

2.	Correct the calculation of weighted average number of common shares and diluted loss per share due to common stock previously recorded as issued in 2008 but actually issued on March 11, 2009.

BALANCE SHEETS	Original			Change			Restated

CURRENT LIABILITES
Accounts Payable		38,450			(38,450	)		-
Accounts Payable - Related Party		-			83,962			83,962
Accounts Payable – Other		-			18,475			18,475
Loan from Related Party		-			620			620
TOTAL CURRENT LIABILITIES		38,450			64,607			103,057

STOCKHOLDERS' EQUITY
Common shares issued		61,500			(600	)		60,900
Additional Paid in Capital		223,300			(9,400	)		213,900
Accumulated Deficit		(323,250	)		(54,607	)		(377,857	)
Total Stockholders' Equity		(38,450	)		(64,607	)		(103,057	)

STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2009

OPERATING EXPENSES
Professional Fees		6,309			19,800			26,109
Office - General Expenses		5,001			-			5,001
Office-General Expenses - Related Party		-			3,668			3,668
Management and Administration
Fees - Related Party		-			15,000			15,000
Rent - Related Party		-			7,500			7,500
Travel-Related Party		-			18,639			18,639
TOTAL OPERATING EXPENSES		11,310			64,607			75,917

NET LOSS BEFORE INCOME TAXES		(11,310	)		(64,607	)		(75,917	)
PROVISION FOR INCOME TAX		-						-
NET LOSS FOR THE PERIOD		(11,310	)		(64,607	)		(75,917	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARE		61,500,000			(600,000	)		60,900,000

STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2009

OPERATING EXPENSES
Professional Fees		10,750			19,800			30,550
Office-General Expenses		5,001			-			5,001
Office-General Expenses - Related Party		-			3,668			3,668
Management and Administration
Fees - Related Party		-			15,000			15,000
Rent - Related Party		-			7,500			7,500
Travel-Related Party		-			18,639			18,639
TOTAL OPERATING EXPENSES		15,751			64,607			80,358

NET LOSS BEFORE INCOME TAXES		(15,751	)		(64,607	)		(80,358	)
PROVISION FOR INCOME TAX		-						-
NET LOSS FOR THE PERIOD		(15,751	)		(64,607	)		(80,358	)

BASIC AND DILUTED LOSS PER SHARE		(0.02	)					(0.00	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARE		61,500,000			(528,730	)		60,971,270

STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2009

OPERATING ACTIVITIES
Net Loss		(15,751	)		(64,607	)		(80,358	)
Accounts Payable		15,751			(620	)		15,131
Expenses paid on Company's behalf by related party		-			65,227			65,227


NET CASH USED IN OPERATING ACTIVITIES		-			-			-

NOTE 7 – Subsequent events –

The company has evaluated subsequent events through August 21, 2010 the date which the financial statements were available to be restated.

·	Stuart Carnie resigned as Director and Officer on March 16, 2010.

·	The company filed a Form 8K on April 21, 2010 appointing Dennis Lorrig to the Board of Directors.

·	The company filed a Form 8K on May 12, 2010 clarifying the restatement of the quarters ending June 30, 2009 and September 30, 2009.

·	The Company filed a Form 8K on May 27, 2010 appointing Robert Malasek to the Board of Directors.

·	The company filed a form 8K May 27, 2010 stating that the March 31, 2010 filed on Form 10Q on May 24, 2010 could not be relied upon.

·	On June 16, 2010 the Company entered into an agreement to acquire an 80% interest in Touchstone Precious Metals Inc.

·	On August 02, 2010 the company filed an 8K stating that Dennis Lorrig and Robert Malasek resigned as Directors and Officers on July 29, 2010.

·	The company filed a Form 8K on August 17, 2010 appointing Dr. Stewart Jackson to the Board of Directors.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS.

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding Denarii Resources Inc.'s (the "Company") capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by

terminology such as "may", "will", "should", "expect", "plan”,” intend","anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

As used in this quarterly report, the terms "we," "us," "our," and "our company" mean Denarii Resources Inc. unless otherwise indicated. All dollar amounts in this quarterly report are in U.S. dollars unless otherwise stated.

OVERVIEW.

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

The Company's property, known as McNabb Molybdenum, is located on the west side of Howe Sound near the headwaters of McNab Creek, approximately 40 km northwest of Vancouver, BC. The McNabb Molybdenum property comprises two mineral claims containing 16 cell claim units totaling 334.809 hectares.

We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer."

We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. A "blank check company" is defined by securities laws as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED JUNE 30, 2009.

The accompanying financial statements show that the Company has incurred a net loss of $80,358 for the six month period ended June 30, 2009 compared to a net loss of $17,580 for the six month period ended June 30, 2008, the Company incurred a net loss of $75,917 for the three month period ended June 30, 2009 compared to $15,855 for the three month period ended June 30, 2008. The company has not yet generated any revenues that can offset operating expenses. The increased losses in the current quarter are due to increased management and operating expenses. We anticipate that we will not earn revenues until such time as we have entered into commercial production, if any, of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

LIQUIDITY AND FINANCIAL CONDITION.

Based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next year. In addition, we do not have sufficient cash and cash equivalents to execute our operations for the next year. We will need to obtain additional financing to operate our business for the next twelve months. We will raise the capital necessary to fund our business through a private placement and public offering of our common stock. Additional financing, whether through public or private equity or debt financing, arrangements with shareholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing shareholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations.

OFF-BALANCE SHEET ARRANGEMENTS.

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

INFLATION.

In the opinion of management, inflation has not had a material effect on our operations.

STOCK OPTION PLAN

The Company currently has no stock option plan.

RESEARCH AND DEVELOPMENT EXPENDITURES.

We have not incurred any research or development expenditures since our incorporation.

PATENTS AND TRADEMARKS.

We do not own, either legally or beneficially, any patent or trademark.

REGISTRATION STATEMENT.

On June 27, 2006, we filed a SB-1 with the Security and Exchange Commission as defined in Rule 12b-2 (ss. 240.12b-2) of the Securities Exchange Act of 1934 (the "Exchange Act"). The purpose of this registration was to register a class of securities under Section 12 (g) of the Exchange Act. In July of 2006, The Company filed an amendment to the registration statement on the form SB-1.

HOLDERS OF OUR COMMON STOCK.

As of June 30, 2009, we had 188 stockholder(s) holding 60,900,000 shares of our common stock.

DIVIDENDS.

There are no restrictions in our articles of incorporation or by laws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due in the usual course of business; or

2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

ITEM 3. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management evaluated, with the participation of our Director, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Director concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at not an effective level that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.

CHANGES INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting that occurred during the period covered by this quarterly report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to our security holders for a vote during the period ending June 30, 2009.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit Number		Description of Exhibit

3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
31.1		Certification by Chief Executive Officer and ChiefFinancial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Actof 2002, filed herewith
32.1		Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith

(1) Filed with the SEC as an exhibit to our Form SB-1 Registration Statement originally filed on March 23, 2006.

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 23, 2010

Signature	Title	Date

By: /s/ GLENN SOLER	DIRECTOR,	August 23, 2010
Glenn Soler	Director

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