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

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EXCEL - IDEA: XBRL DOCUMENT - DOUBLE CROWN RESOURCES INC.	Financial_Report.xls
EX-31.1 - CERTIFICATION - DOUBLE CROWN RESOURCES INC.	ddcc_ex311.htm
EX-31.2 - CERTIFICATION - DOUBLE CROWN RESOURCES INC.	ddcc_ex312.htm
EX-32.1 - CERTIFICATION - DOUBLE CROWN RESOURCES INC.	ddcc_ex321.htm
EX-23.1 - CERTIFICATION - DOUBLE CROWN RESOURCES INC.	ddcc_ex231.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1 TO

FORM 10-K

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

For the fiscal year ended December 31, 2011

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

For the transition period from ______ to _______

COMMISSION FILE NO. 000-53389

DOUBLE CROWN RESOURCES INC.

(Name of small business issuer in its charter)

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

2312 N. GREEN VALLEY PKWY.

SUITE 1026

HENDERSON, NEVADA 89014

(Address of principal executive offices)

707-961-6061

(Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Act:		Name of each exchange on which registered:
NONE

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.001

(Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes o No x

Indicate by check mark whether the registrant (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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, 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. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business of the registrant’s most recently completed second fiscal quarter: June 30, 2011 $674,669.99

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

N/A

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class Outstanding as of April 10, 2012 Common Stock, $0.001 165,172,820 shares

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (i) any annual report to security holders; (ii) any proxy or information statement; and (iii) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The listed documents should be clearly described for identification purposes (e.g. annual reports to security holders for fiscal year ended December 24, 1990).

N/A

Transitional Small Business Disclosure Format (Check one): Yes o No x

DOUBLE CROWN RESOURCES INC.

FORM 10-K

INDEX		Page

Item 1.	Business		4

Item 1A.	Risk Factors		15

Item 1B.	Unresolved Staff Comments

Item 2.	Properties		22

Item 3.	Legal Proceedings		22

Item 4.	Mine Safety Disclosures		22

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		23

Item 6.	Selected Financial Data		26

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation		27

Item 7A.	Quantity and Qualitative Disclosure About Market Risks

Item 8.	Financial Statements and Supplemental Data		32

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		33

Item 9A.	Controls and Procedures		33

Item 9B.	Other Information		35

Item 10.	Directors, Executive Officers and Corporate Governance		36

Item 11.	Executive Compensation		41

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		43

Item 13.	Certain Relationships and Related Transactions and Director Independence		44

Item 14.	Principal Accountant Fees and Services		44

Item 15.	Exhibits and Financial Statement Schedules		45

Part I

Statements made in this Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Available Information

Double Crown Resources Inc. files annual, quarterly, current reports, proxy statements, and other information with the Securities and Exchange Commission (the “Commission”). You may read and copy documents referred to in this Annual Report on Form 10-K that have been filed with the Commission at the Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain copies of our Commission filings by going to the Commission’s website at http://www.sec.gov

This Annual Report on Form 10-K is being amended generally to revise the financial statements regarding the recording of a disputed liability. We have recorded a balance of $716,469 due to Falco Investments Inc., of which $132,382 has been reported as convertible debt, $563,206 as a disputed liability – related party and $20,881 as accrued interest. We have decided to contest the current balance claimed to be due to Falco. It is our position that these amounts due are frivolous.

PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

Double Crown Resources Inc. was incorporated under the laws of the State of Nevada on March 23, 2006 under the name “Denarii Resources Inc’. We have been engaged in the business of exploration of mineral properties worldwide since our inception. After the effective date of our registration statement filed with the Securities and Exchange Commission on June 16, 2006, we commenced trading on the Over-the-Counter Bulletin Board under the symbol “DNRR”.

Amendment to Articles of Incorporation

On September 23, 2011, our Board of Directors, pursuant to written consent, authorized and approved the change of our name from “Denarii Resources Inc’ to “Double Crown Resources Inc” (the “Name Change”) to better reflect our current business operations and planned new programs of exploration.

Our shareholders of record as of September 23, 2011, pursuant to written consent, approved and authorized the Name Change.

On October 4, 2011, we filed an amendment to our articles of incorporation with the Nevada Secretary of State changing our name from “Denarii Resources Inc.” to “Double Crown Resources Inc.”

We also submitted documentation with FINRA to effect the Name Change in the market. FINRA received the necessary documentation and announced the Name Change to “Double Crown Resources Inc.”, which took effect at the open of business on November 10, 2011. Our new trading symbol for our shares on the OTC Bulletin Board has been changed to DDCC.OB. Our new cusip number is 25857H 103.

Amendment to Articles of Incorporation – Authorized Capital

On April 25, 2011, our Board of Directors and shareholders holding a majority of the total issued and outstanding shares of our common stock approved an increase in our authorized capital to five hundred million (500,000,000) shares of common stock, par value $0.001 (the “Increase in Authorized Capital”). Therefore, on May 23, 2011, we filed an amendment to our articles of incorporation with the Nevada Secretary of State regarding the Increase in Authorized Capital (the “Amendment”).

The Board of Directors considered certain factors regarding the Increase in Authorized Capital including, among others, the following: (i) establishing a proper market value for the Company and its shares and increasing the potential marketability of its common stock; and (ii) increasing the opportunities for the Company to engage in successful financing arrangements with a proper market cap.

The amendment will not affect the number of our issued and outstanding common shares.

Subsidiary

On August 24, 2011, we filed articles of incorporation with the Ministry of Government Services for the Province of Ontario, under the Business Corporations Act to incorporate Denarii Resources Inc., our wholly-owned subsidiary (“DRI”). The Ontario Corporation Number is 1857356. Paul Murphy is the sole officer and director of DRI. We formed DRI in order to obtain an access number from the Ministry of Mines to facilitate the transfer of certain mining claims located in Canada to DRI.

Please note that throughout this Annual Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Double Crown Resources," refers to Double Crown Resources Inc and its subsidiary, DRI.

TRANSFER AGENT

Our transfer agent is Empire Stock Transfer, Inc., 1859 Whitney Mesa Drive, Henderson, Nevada 89014.

CURRENT BUSINESS OPERATIONS

We are an exploration stage company that was organized to enter into the mineral industry. We previously located, explored, acquired and developed mineral properties. Our business operations had been limited to gold and mineral exploration/development of selected properties in North, South and Latin America. We will continue with this segment of our business plan. We will also be pursuing new programs of exploration, development and marketing of key mineral, oil, gas and other resources, which are in high demand from today's industrial market. There may also be expansion into the solar energy sector. Our Board of Directors anticipates that these new ventures will add significantly to our potential for long term revenue and profit.

MINERAL PROPERTIES

Bateman Property Option

Effective on February 9, 2011, we entered into that certain Bateman Property Option (the “Option”) between with Richard and Gloria Kwiatkowski (collectively, the “Kwiatkowski”). The Option provides for the development of 136 claim units covering a series of nickel-colbalt-gold-platinum group element prospects, which prospects are located 35 kilometers northwest of Thunder Bay, Ontario (the “Prospects”). The Prospects are owned 100% by Kwiatkowski as tenants in common. We intend to work on the Prospects, including drilling, for three types of geological conceptual targets: (i) shebandowan type high grade nickel-cobalt-gold-platinum sulphide deposits; (ii) disseminated nickel sulphides of Mount Keith type with bulk tonnage potential; and (iii) gold mineralization within an extensive conglomerate unit of potential open-pit bult tonnage configuration.

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

On July 19, 2011, we paid $4,000 and incurred an additional $1,000 payable to purchase the Option. The prepaid royalty of $124,200 has been analyzed for impairment and fully impaired on the financials.

McNab Property

We have a mineral property, known as the McNab Molybdenum Property (the “McNab Property”). The McNab Property is comprised of one mineral claim containing 1 cell claim units totaling 251.11 hectares;

BC Tenure #	Work Due DateUnits	Total Area (Hectares)
831929	12	251.11

Location and Tenure

The McNab Property is located near the headwaters of McNab Creek, approximately 40 km northwest of Vancouver, BC. Access to the property is presently via water or helicopter. The McNab Property consists of 251.11 hectares of mineral title, valid until August 20, 2010. The property is held in the name of Stan Ford on behalf of the company pending completion of the company’s application for a British Columbia Miners License. The McNab Property can be reached directly from Vancouver 40 km via helicopter. Alternatively, water transportation or float plane can be used to reach the logging camp at tidewater, and then by road 10 km to the McNab Property. Arrangements can be made to rent a truck from the logging company to allow road access to the property.

Previous work consisted of geological mapping, rock sampling, and a geochemical soil survey. The McNab property has similar geological characteristics to the nearby +100 MT Gambier Island porphyry Cu-Mo deposit. The McNab Property covers a zone of porphyry-style molybdenum and copper mineralization outcropping along the main logging road. A roadcut located approximately 10 km from tidewater exposes a mineralized zone over 150 metres in width. Molybdenite, chalcopyrite, bornite and pyrite occur in quartz veins and as disseminations within quartz diorite and granodiorite porphyritic intrusives. Several copper and molybdenum soil anomalies have been delineated adjacent to the known mineralized area.

Geology

Molybdenum mineralization in granitic rock was discovered in 1977 during the building of a logging road up the McNab Creek Valley. There is no previous record of molybdenum discoveries in the valley, with the sole exception of Howe Copper Mine, located beyond the headwaters of McNab Creek on Mount Donaldson. The nearest similar mineral deposit of the porphyry Mo-Cu type is the +100 mt Gambier Island Cu-Mo deposit located about 15 km to the southeast.

The McNab Property is underlain by the various phases of the Cenozoic-Mesozoic Coast Plutonic Complex and a small pendant of Lower Cretaceous Gambier Group metavolcanic and metasedimentary rocks. The intrusive rocks vary from quartz diorite with diorite inclusions, to granodiorite. Mineralization consists of pyrite, chalcopyrite, molybdenite, and minor bornite occurring in the quartz diorite near its projected contact with granodiorite. The sulphides occur either on fracture plane surfaces or are associated with quartz veining. Minor sericite, epidote and chlorite are evident. Gambier Group rocks mask the eastward continuation of the mineralization.

The property and mineralization were described by S.S Tan, P. Eng. in a July 5, 1977 report as “Mineralization in the main showing is exposed for a north-south distance of 450 feet along the west bank of a road cut. Molybdenite with lesser chalcopyrite and pyrite occurs as streaks, patches and disseminations in closely spaced quartz veinlets and stringers within the quartz diorite porphyry host rock. A pyrite halo limits this stockwork Mo-Cu mineralization to the north and south. The McNab Property is favorable for the occurrence of the larger-tonnage low-grade Mo-Cu porphyry type deposit. The proximity to tidewater and the occurrence of Mo-Cu porphyry type showing makes this an attractive exploration target for the search of such economic mineral deposits.”

The only recorded exploration work on theMcNab Property occurred between 1977 and 1980, following discovery in 1977. Silverado Mines Ltd., a public listed company, funded this work. A geochemical soil survey done in 1979 is the most recent exploration work in the area. In a 1980 assessment report pertaining to a 370-sample geochemical soil survey of the area, J.W. Murton, P. Eng. describes two strong molybdenum and coincident copper soil anomalies, which were discovered peripheral to the showings. Additional surveys and rock trenching were recommended but no further geological work has been recorded.

Summary Report of Geologist

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

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

Proposed Work Program

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

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

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

Phase 3. 1000 metres of diamond drilling including geological supervision, assays, report and other ancillary costs.

Our business plan is to proceed with the exploration of our molybdenum property to determine whether there is any potential for molybdenum on the property that comprises our mineral claims. We have decided to proceed with the three phases of a staged exploration program recommended by the geological report. We anticipate that these phases of the recommended geological exploration program will cost approximately $25,000.00, $100,000 and $175,000 respectively. We had $0 in cash reserves as of the period ended December 31, 2009. The lack of cash has kept us from conducting any exploration work on the property. We will commence Phase 1 of the exploration program once we receive funding. Phase 2 and 3 will commence after completion of the Phase 1 program. As such, we anticipate that we will incur the following expenses over the next twelve months:

>> $25,000.00 in connection with the completion of Phase 1 of our recommended geological work program;

>> $100,000.00 in connection with the completion of Phase 2 of our recommended geological work program;

>> $175,000 for Phase 3 of our recommended geological work program; and

>> $10,000 for operating expenses, including professional legal and accounting expenses associated with compliance with the periodic reporting requirements after we become a reporting issuer under the Securities Exchange Act of 1934.

If we determine not to proceed with further exploration of our mineral claims due to a determination that the results of our initial geological program do not warrant further exploration or due to an inability to finance further exploration, we plan to pursue the acquisition of an interest in other mineral claims. We anticipate that any future acquisition would involve the acquisition of an option to earn an interest in a mineral claim as we anticipate that we would not have sufficient cash to purchase a mineral claim of sufficient merit to warrant exploration. This means that we might offer shares of our stock to obtain an option on a property. Once we obtain an option, we would then pursue finding the funds necessary to explore the mineral claim by one or more of the following means: engaging in an offering of our stock; engaging in borrowing; or locating a joint venture partner or partners.

Guyana Prospect

Effective on February 28, 2011, we entered into that certain extension of a letter agreement to form a joint venture dated December 9, 2010 (the “Letter Agreement”) with Guyanex Minerals Corp. (“GMC”). The Letter Agreement provided for the development of the gold mining concessions owned by Guyanex Minerals Incorporation (“GMI”), which is the owner of a 100% interest in those certain gold mining concessions located in the Republic of Guyana, including three concessions along the Guyani River (collectively, known as the “Prospect”). In accordance with the terms and provisions of the Letter Agreement: (i) we were to purchase an undivided 50% equity interest in the Prospects by providing a payment of $5,000,000 prior to January 31, 2011 to be held in escrow (the “Option Purchase Price”); (ii) upon payment of the $5,000,000 by us, GMI was going to issue to us 1,000 common shares representing the 50% equity interest in GMI; and (iii) any capital requirements above the Option Purchase Price were to be paid on a 50-50 basis by us and GMC (the “Capital Requirements”).

In accordance with the extension of the Letter Agreement, we and GMC agreed to a payment date of May 31, 2011 for the Option Purchase Price. The payment was never made.

As of November 7, 2011, our Board of Directors determined that pursuing the purchase of the interest in GMC and incurring the Capital Requirements associated with the gold mining concessions is not in our best interests or in the nest interests of our shareholders. Therefore, we and GMC have entered into that certain rescission agreement (the “Rescission Agreement”), pursuant to which we are released from any further obligations or duties thereunder. Moreover, it was previously determined that at no time prior to May 31, 2011 was the future sacrifice of $5,000,000 associated with the Letter Agreement probable and, therefore, it is our intent to remove this liability from our financial statements and make corresponding adjustments. Therefore, our Quarterly Report on Form 10-Q for the three month period ended March 31, 2011 will be restated.

PROPOSED FUTURE BUSINESS OPERATIONS

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

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

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

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

DEVELOPMENT OF MINERAL PROPERTIES

The requirement to raise further funding for mineral exploration and development beyond that obtained for the next six month period may be dependent on the outcome of geological and engineering testing occurring over this interval on potential properties. If future results provide the basis to continue development and geological studies indicate high probabilities of sufficient mineral production quantities, we will attempt to raise capital to further our programs, build production infrastructure, and raise additional capital for further acquisitions. This includes the following activity:

·	Target further leases for exploration potential and obtain further funding to acquire new development targets.

·	Review all available information and studies.

·	Digitize all available factual information.

·	Completion of a NI 43-101 Compliant Report with a qualified geologist familiar with mineralization in the respective area.

·	Determine feasibility and amenability of extracting the minerals.

·	Create investor communications materials, corporate identity.

·	Raise funding for mineral development.

COMPETITION

We operate in a highly competitive industry, competing with other mining and exploration companies, and institutional and individual investors, which are actively seeking metal and mineral based exploration properties throughout the world together with the equipment, labour and materials required to exploit such properties. Many of our competitors have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to cost effectively acquire prime metal and minerals exploration prospects and then exploit such prospects. Competition for the acquisition of metal and minerals exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, we may not be successful in acquiring and developing profitable properties in the face of this competition. No assurance can be given that a sufficient number of suitable metal and minerals exploration properties will be available for acquisition and development.

MINERALS EXPLORATION REGULATION

Our minerals exploration activities are, or will be, subject to extensive foreign laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Minerals exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations may impose substantial costs on us and will subject us to significant potential liabilities. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations.

Exploration and production activities are subject to certain environmental regulations, which may prevent or delay the commencement or continuance of our operations. In general, our exploration and production activities are subject to certain foreign regulations, and may be subject to foreign or federal, state and local laws and regulations, relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations does not appear to have a future material effect on our operations or financial condition to date. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. However, such laws and regulations, whether foreign or local, are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry and our current operations have not expanded to a point where either compliance or cost of compliance with environmental regulation is a significant issue for us. Costs have not been incurred to date with respect to compliance with environmental laws but such costs may be expected to increase with an increase in scale and scope of exploration.

Minerals exploration operations are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our business operations. Minerals exploration operations are subject to foreign, federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Minerals exploration operations are also subject to federal, state, and local laws and regulations, which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, state, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages, which we may elect not to insure against due to prohibitive premium costs and other reasons. As of the date of this Annual Report, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.

RESEARCH AND DEVELOPMENT ACTIVITIES

No research and development expenditures have been incurred, either on our account or sponsored by customers, during the past three years.

EMPLOYEES

We do not employ any persons on a full-time or on a part-time basis. David Figueiredo is our President/Chief Executive Officer and Treasurer/Chief Financial Officer. This individual is primarily responsible for all our day-to-day operations. Other services are provided by outsourcing, consultant, and special purpose contracts.

CONSULTANTS

2011 Executive Consultant Agreements

Effective on September 15, 2011 (the “Effective Date”), we entered into certain one-year agreements with certain of our executive officers and directors regarding performance of respective duties and executive compensation as follows:

David Figueiredo, Chief Executive Officer/President and a member of the Board of Directors. The Board of Directors authorized in a special meeting held on September 15, 2011 an executive arrangement with Mr. Figueiredo (the “Figueiredo Agreement”). Pursuant to the Figueiredo Agreement: (i) Mr. Figueiredo shall perform certain duties including, but not limited to, interactions with the media, coordinating legal services and seeking, identifying and consummating the acquisition of properties; and (ii) we shall issue to Mr. Figueiredo an aggregate of 6,000,000 shares of our restricted common stock at a per share price of $0.005.

Jerry Drew, member of the Board of Directors. The Board of Directors authorized in a special meeting held on September 15, 2011 an executive arrangement with Mr. Drew (the “Drew Agreement”). Pursuant to the Drew Agreement: (i) Mr. Drew shall perform certain duties including, but not limited to, assisting the Chief Executive Officer/President, identifying and interacting with investors, overseeing and monitoring our operational expenses and seeking and identifying properties for acquisition; and (ii) we shall issue to Mr. Drew an aggregate of 5,000,000 shares of our restricted common stock at a per share price of $0.005.

Glenn Soler, member of the Board of Directors. The Board of Directors authorized in a special meeting held on September 15, 2011 an executive arrangement with Mr. Soler (the “Soler Agreement”). Pursuant to the Soler Agreement: (i) Mr. Soler shall perform certain duties including, but not limited to, providing consulting and managerial services, identifying and interacting with investors and seeking and identifying properties for acquisition; and (ii) we shall issue to Mr. Soler an aggregate of 4,000,000 shares of our restricted common stock at a per share price of $0.005.

Tricia Oakley, Secretary. The Board of Directors authorized in a special meeting held on September 15, 2011 an executive arrangement with Ms. Oakley (the “Oakley Agreement”). Pursuant to the Oakley Agreement: (i) Ms. Oakley shall perform certain duties including, but not limited to, providing administrative support to the Chief Executive Officer/President and all members of the Board of Directors; and (ii) we shall issue to Ms. Oakley an aggregate of 3,000,000 shares of our restricted common stock at a per share price of $0.005.

LV Media Group LLC, Consultant. The Board of Directors authorized in a special meeting held on September 15, 2011 a consultant arrangement (the “LV Media Agreement”) with LV Media Group LLC (“LV Media”). Pursuant to the LV Media Agreement: (i) LV Media shall perform certain media related duties including, but not limited to, providing media coverage and stock promoting services to us and researching stock holdings; and (ii) we shall issue to LV Media 4,000,000 shares of our restricted common stock at a per share price of $0.005.

Murphy Consultant Agreement

Effective on September 8, 2011 (the “Effective Date”), we entered into that certain consultant three-year agreement with J. Paul Murphy, one of our directors (the “Murphy Agreement”). In accordance with the terms and provisions of the Murphy Agreement: (i) Mr. Murphy shall perform certain duties including, but not limited to, assisting in financings and identifying potential investors and seeking and identifying properties for acquisition; (ii) we shall pay to Mr. Murphy a retainer fee of $10,000; and (iii) we shall issue to Mr. Murphy an aggregate of 4,000,000 shares of our restricted common stock at a per share price of $0.005.

Rescission of Murphy Agreement

As of November 7, 2011, we entered into that certain rescission agreement with Mr. Murphy (the “Murphy Rescission Agreement”), pursuant to which we are released from our required payment to Mr. Murphy of $10,000. Mr. Murphy has been included in the general executive compensation packages approved by the Board of Directors September 15, 2011 referenced above pursuant to which Mr. Murphy has been issued 4,000,000 shares of our restricted common stock. Mr. Murphy will continue to provide services to us including assistance in financings and identification of potential investors and properties for acquisition.

2012 Executive Service Agreements

Effective on February 9, 2012 (the “Effective Date”), we entered into certain written one-year agreements with certain of our consultants regarding performance of respective duties and compensation as follows:

Alexis Summerfield, Consultant. The Board of Directors authorized in a special meeting held on February 9, 2012 a consultant arrangement with Ms. Alexis Summerfield (the “Summerfield Agreement”). Pursuant to the Summerfield Agreement: (i) Ms. Summerfield shall perform certain social media duties including, but not limited to, promoting us through social media exposure worldwide and providing professional social media services; and (ii) we shall issue to Ms. Summerfield an aggregate of 3,000,000 shares of our restricted common stock at a per share price of $0.01.

Ariel Serrano, Consultant. The Board of Directors authorized in a special meeting held on February 9, 2012 a consultant arrangement with Mr. Serrano (the “Serrano Agreement”). Pursuant to the Serrano Agreement: (i) Mr. Serrano shall perform certain marketing duties including, but not limited to, providing consulting services to us, introductions to contacts regarding precious metal assets for acquisition in North America, promoting our stock and recruiting individuals who desire to provide professional services to us; and (ii) we shall issue to Mr. Serrano an aggregate of 1,000,000 shares of our restricted common stock at a per share price of $0.01.

Interactive Business Alliance LLC, Consultant. The Board of Directors authorized in a special meeting held on February 9, 2012 a consultant arrangement (the “IBA Agreement”) with Interactive Business Alliance LLC (“IBA”). Pursuant to the IBA Agreement: (i) IBA shall perform certain public relations and communication services including, but not limited to, development, implementation and maintenance of an ongoing program to increase the investment community’s awareness of our activities and to stimulate the investment community’s interest; and (ii) we shall issue to IBA 1,500,000 shares of our restricted common stock at a per share price of $0.01.

Effective on March 2, 2012 (the ”Effective Date”), we entered into an agreement with a consultant regarding performance of duties and compensation as follows:

LV Media LLC, Consultant. The Board of Directors authorized in a special meeting held on March2, 2011 a further consultant arrangement with LV Media (the “LV Media Agreement”). Pursuant to the LV Media Agreement: (i) LV Media shall perform certain public relations services including, but not limited to, corporate identity, news releases, corporate website and website placeholder page, corporate information circular, E-newsletter design, image contingency and coordination with industry leaders; and (ii) we shall pay to LV Media compensation in the aggregate amount of $11,500.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in evaluating our company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are all of the material risks that we are currently aware of that are facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.

Risks Related to Our Business

We are an exploration stage company and we expect to incur operating losses for the foreseeable future.

We were incorporated on March 23, 2006 and to date have recently been involved in the organizational activities, and acquisition of our claims. We have no way to evaluate the likelihood that our business will be successful. We have not earned any revenues as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration and development of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if production of minerals from the claims is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We have yet to earn revenue and our ability to sustain our operations is dependent on our ability to raise additional financing to complete the final phase of our exploration program if warranted. As a result, our accountant believes there is substantial doubt about our ability to continue as a going concern.

We have incurred a cumulative net loss of $2, 449,237 for the period from inception (March 23, 2006) to December 31, 2011, and have no revenues to date. For fiscal years ended December 31, 2011 and 2010, we incurred a net loss of $1,365,124 and $599,874, respectively. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral claims. These factors raise substantial doubt that we will be able to continue as a going concern. Seale and Beers CPAs, our independent auditor, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our auditor's comments when determining if an investment in our company is suitable.

We may be unable to obtain additional capital that we may require to implement our business plan. This would restrict our ability to grow.

The proceeds from our private offerings completed during fiscal year ended December 31, 2011 provide us with a limited amount of working capital and is not sufficient to fund our proposed operations. We will require additional capital to continue to operate our business and our proposed operations. We may be unable to obtain additional capital as and when required. Generally during prior fiscal years, a related party paid expenses on our behalf.

Future acquisitions and future development, production and marketing activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.

We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, the capital we have received to date may not be sufficient to fund our operations going forward without obtaining additional capital financing.

Any additional capital raised through the sale of equity may dilute your ownership percentage. This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

Our ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the resource industry in particular),our status as a new enterprise without a demonstrated operating history, the location of our mineral properties and the price of minerals on the commodities markets (which will impact the amount of asset-based financing available to us) or the retention or loss of key management. Further, if mineral prices on the commodities markets decrease, then our revenues will likely decrease, and such decreased revenues may increase our requirements for capital. If the amount of capital we are able to raise from financing activities is not sufficient to satisfy our capital needs, we may be required to cease our operations.

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition.

Our exploration activities on our mineral properties may not be commercially successful, which could lead us to abandon our plans to develop the property and our investments in exploration.

Our long-term success depends on our ability to establish commercially recoverable quantities of ore on our mineral properties that can then be developed into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor. The success of mineral exploration is determined in part by the following factors:

· identification of potential mineralization based on superficial analysis;

· availability of government-granted exploration permits;

· the quality of management and geological and technical expertise; and

· the capital available for exploration.

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop processes to extract minerals, and to develop the mining and processing facilities and infrastructure at any chosen site. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate09-8 widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if it is unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on any of our properties to justify commercial operations. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of precious metals or minerals on our properties.

Because of the unique difficulties and uncertainties inherent in mineral ventures, we face a high risk of business failure.

You should be aware of the difficulties normally encountered by mineral companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration and development of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. If the results of our development program do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims. Our ability to acquire additional claims will be dependent upon our possessing adequate capital resources when needed. If no funding is available, we may be forced to abandon our operations.

Because of the inherent dangers involved in mineral extracting, there is a risk that we may incur liability or damages as we conduct our business.

The extracting of minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no insurance to cover against these hazards. The payment of such liabilities may result in our inability to complete our planned program and/or obtain additional financing to fund our program.

Future participation in an increased number of minerals exploration prospects will require substantial capital expenditures.

The uncertainty and factors described throughout this section may impede our ability to economically discover, acquire, develop and/or exploit mineral prospects. As a result, we may not be able to achieve or sustain profitability or positive cash flows from operating activities in the future.

The financial statements for the fiscal year ended December 31, 2011 and December 31, 2010 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. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Going Concern.”

The mineral exploration and mining industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.

The mineral exploration and mining industry is intensely competitive, and we compete with other companies that have greater resources. Many of these companies not only explore for and produce certain minerals, but also market certain minerals and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive mineral properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low mineral market prices. Our larger competitors may be able to absorb the burden of present and future foreign, federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire additional properties and to discover productive prospects in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing mineral properties.

The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.

The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include macroeconomic factors, market fluctuations in commodity pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of certain minerals and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.

As we undertake development of our claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our program.

There are several governmental regulations that materially restrict our mineral extraction program. We will be subject to the laws of the Province of British Columbia as we carry out our program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the area in order to comply with these laws. The cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:

	(a)	Water discharge will have to meet drinking water standards;

	(b)	Dust generation will have to be minimal or otherwise re-mediated;

	(c)	Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;

	(d)	An assessment of all material to be left on the surface will need to be environmentally benign;

	(e)	Ground water will have to be monitored for any potential contaminants;

	(f)	The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be remediated; and

	(g)	There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations.

If access to our mineral properties is restricted by inclement weather, we may be delayed in any future mining efforts.

It is possible that adverse weather could cause accessibility to our properties difficult and this would delay in our timetables.

Based on consumer demand, the growth and demand for any ore we may recover from our claims may be slowed, resulting in reduced revenues to the company.

Our success will be dependent on the growth of demand for ores. If consumer demand slows our revenues may be significantly affected. This could limit our ability to generate revenues and our financial condition and operating results may be harmed.

We may be unable to retain key employees or consultants or recruit additional qualified personnel.

Our extremely limited personnel means that we would be required to spend significant sums of money to locate and train new employees in the event any of our employees resign or terminate their employment with us for any reason. Due to our limited operating history and financial resources, we are entirely dependent on the continued service of Dr. Stewart Jackson as our President/Chief Executive Officer/Chief Financial Officer and a director. Further, we do not have key man life insurance on any of these individuals. We may not have the financial resources to hire a replacement if any of our officers were to die. The loss of service of any of these employees could therefore significantly and adversely affect our operations.

Our officers and directors may be subject to conflicts of interest.

Our officers and directors serve only part time and are subject to conflicts of interest. Each of our executive officers and directors serves only on a part time basis. Each devotes part of his working time to other business endeavors, including consulting relationships with other corporate entities, and has responsibilities to these other entities. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to us. Because of these relationships, our officers and directors may be subject to conflicts of interest.

Nevada law and our articles of incorporation may protect our directors from certain types of lawsuits.

Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Risks Related to Our Common Stock

Sales of a substantial number of shares of our common stock into the public market by certain stockholders may result in significant downward pressure on the price of our common stock and could affect your ability to realize the current trading price of our common stock.

Sales of a substantial number of shares of our common stock in the public market by certain stockholders could cause a reduction in the market price of our common stock.

As of the date of this Annual Report, we have 165,172,820 shares of common stock issued and outstanding. As of the date of this Annual Report, there are 108,804,820 outstanding shares of our common stock that are restricted securities as that term is defined in Rule 144 under the Securities Act. Although the Securities Act and Rule 144 place certain prohibitions on the sale of restricted securities, restricted securities may be sold into the public market under certain conditions.

Any significant downward pressure on the price of our common stock as the selling stockholders sell their shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

The trading price of our common stock on the OTC Bulletin Board has been and may continue to fluctuate significantly and stockholders may have difficulty reselling their shares.

Our common stock commenced trading on approximately February 28, 2009 on the OTC Bulletin Board and the trading price has fluctuated. In addition to volatility associated with Bulletin Board securities in general, the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our discovery or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts’ estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.

In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.

Additional issuances of equity securities may result in dilution to our existing stockholders.

Our Articles of Incorporation authorize the issuance of 500,000,000 shares of common stock. The Board of Directors has the authority to issue additional shares of our capital stock to provide additional financing in the future and the issuance of any such shares may result in a reduction of the book value or market price of the outstanding shares of our common stock. If we do issue any such additional shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other stockholders. As a result of such dilution, if you acquire shares of our common stock, your proportionate ownership interest and voting power could be decreased. Further, any such issuances could result in a change of control.

Our common stock is classified as a “penny stock” under SEC rules which limits the market for our common stock.

Because our stock is not traded on a stock exchange or on the NASDAQ National Market or the NASDAQ Small Cap Market, and because the market price of the common stock has fluctuated and may trade at times at less than $5 per share, the common stock may be classified as a “penny stock.” SEC Rule 15g-9 under the Exchange Act imposes additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as an “established customer” or an “accredited investor.” This includes the requirement that a broker-dealer must make a determination that investments in penny stocks are suitable for the customer and must make special disclosures to the customers concerning the risk of penny stocks. Many broker-dealers decline to participate in penny stock transactions because of the extra requirements imposed on penny stock transactions. Application of the penny stock rules to our common stock reduces the market liquidity of our shares, which in turn affects the ability of holders of our common stock to resell the shares they purchase, and they may not be able to resell at prices at or above the prices they paid.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise additional capital for our operations. Since our operations to date have been principally financed through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future would have a material adverse effect upon our business plan and operations, including our ability to continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

ITEM 2. PROPERTIES

We currently do not own any physical property or own any real property. Our principal executive office is located at 2312 N. Green Valley Parkway, Suite 1026, Henderson, Nevada 89014.

ITEM 3. LEGAL PROCEEDINGS

On November 23, 2011, a complaint was filed in the Supreme Court of British Columbia, File No. S-115321, by Falco Investments, Inc. ("Falco") naming us as a defendant (the "Complaint"). In the Complaint, Falco alleges that we owe $690,587.77 as compensation for corporate work performed by Falco through June 30, 2011. We have responded in our answer and stated that we do not owe the $690,587.77 for such services allegedly performed by Falco since there was no written contract between us and Falco. We have counterclaimed and named the former president/chief executive officer, Dr. Stewart Jackson and Donald Rutledge and Leslie Rutledge as defendants. We believe that the Complaint is frivolous and has no merit. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

ITEM 4. MINE SAFE T Y DISCLOSURES

Not applicable

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading October 2008 on the OTC Bulletin Board and currently trades under the symbol “DDCC:OB”. The market for our common stock is limited, and can be volatile. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the NASDAQ stock market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.

Quarter Ended	High Bid		Low Bid
December 31, 2011	$	0.019	$	0.019
September 30, 2011		0.0077		0.006
June 30, 2011		0.012		0.012
March 31, 2011		0.023		0.023
December 31, 2010		0.025		0.022
September 30, 2010		0.023		0.022
June 30, 2010		0.035		0.033
March 31, 2010		0.038		0.024

All amounts have been adjusted for stock splits.

As of March 31, 2012, we had 217 shareholders of record, which does not include shareholders whose shares are held in street or nominee names.

DIVIDEND POLICY

No dividends have ever been declared by the Board of Directors on our common stock. Our losses do not currently indicate the ability to pay any cash dividends, and we do not have the intention of paying cash dividends on our common stock in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We do not have an equity compensation plan. Therefore the table set forth below presents information as of the date of this Annual Report:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))
Equity Compensation Plans Approved by Security Holders		n/a	$	0.80		50,000
Equity Compensation Plans Not Approved by Security Holders
Warrants		1,966,666	$	0.04
Total		1,966,666

Common Stock Purchase Warrants

As of the date of this Annual Report, there are an aggregate of 1,966,666 common stock purchase warrants issued and outstanding (the “Warrants”). The 1,966,666 Warrants to purchase shares of common stock and the shares of common stock underlying the Warrants were issued in a private placement by us during fiscal year 2011 at an exercise price of $0.02 per share exercisable for a period of two years from the date of share issuance.

As of the date of this Annual Report, no Warrants have been exercised.

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during fiscal year ended December 31, 2011, to provide capital, we sold stock in private placement offerings, issued stock in exchange for our debts or pursuant to contractual agreements as set forth below.

2011 PRIVATE PLACEMENTS

During fiscal year ended December 31, 2011, we completed a private placement offering (the “First Private Placement Offering”) with certain United States residents. In accordance with the terms and provisions of the First Private Placement, we authorized the issuance to certain investors an aggregate of 137,266,666 shares of common stock at a per share price of $0.005. During fiscal year ended December 31, 2011, we completed a further private placement offering (the “Second Private Placement Offering”) with certain United States residents. In accordance with the terms and provisions of the Second Private Placement Offering, we authorized the issuance to certain investors an aggregate of 500,000 shares of common stock at a per share price of $0.01.

The shares under the First Private Placement Offering and the Second Private Placement Offering were sold to United States residents in reliance on Rule 506 promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”). The First Private Placement Offering and the Second Private Placement Offering have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors executed subscription agreements and 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.

CONSULTANT SERVICES

During fiscal year ended December 31, 2011, we issued and authorized the issuance of an aggregate of 40,299,999 shares of our restricted common stock for services as follows:

·	On March 16, 2011, we issued 4,333,333 shares of common stock at $0.021772 per share for services valued at $94,334.

·	On March 16, 2011, we issued 5,666,666 shares of common stock at $0.02 per share for services valued at $113,333.

·	On September 15, 2011, we issued 28,000,000 shares of common stock to the members of our Board of Directors and affiliated key parties at $0.0079 per share for services valued at $221,200.

·	On September 20, 2011, we issued 2,000,000 shares of common stock at $0.0251 per share for services valued at $50,200.

·	On June 27, 2011, we authorized the issuance of 300,000 shares of common stock pursuant to a consulting agreement at $0.012 per share.

The aggregate of 40,299,999 shares of common stock were issued to either United States residents or non-United States residents in reliance on Section 4(2) or Regulation S promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The consultants 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.

BATEMAN OPTION

On March 31, 2011, we issued an aggregate of 250,000 shares of common stock to the Kwiatkowski. In accordance with the terms and provisions of the Option, upon execution of certain documentation and transfer of title, we will pay $5,000 and issue 250,000 shares of common stock to the Kwiatkowski. The aggregate of 250,000 shares of common stock were issued to non-United States resident in reliance on Regulation S promulgated under the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The consultants 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.

ACCOUNTS PAYABLE

On February 23, 2011, we issued an aggregate 1,700,000 shares of common stock for the conversion of accounts payable in the amount of $25,000. The shares were issued at $0.0147 per share to one creditor under Regulation D of the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The creditor acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.

SUTTON OIL COMPANY

On May 9, 2011, we issued an aggregate 300,000 shares of common stock to Sutton Oil Company for payment of debt in the amount of $15,000. The shares were issued at $0.050 per share to Sutton Oil Company under Regulation D of the Securities Act. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. Sutton Oil Company acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that it 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 6. SELECTED FINANCIAL DATA

The following selected financial information is qualified by reference to, and should be read in conjunction with our financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained elsewhere herein. The selected income statement data for fiscal years ended December 31, 2011 and 2010 and the selected balance sheet data as of December 31, 2011 and 2010 are derived from our audited financial statements, which are included elsewhere herein.

	Fiscal Years Ended December 31 2011 and 2010						For the Period from October 19, 2004 (inception) to December 31, 2011
STATEMENT OF OPERATIONS DATA
Revenue		-0-			-0-			-0-

Operating Expenses

Impairment of mineral property acquisition costs	$	60,250		$	-0-		$	70,250
Impairment of prepaid royalties		124,200			595			124,795
Professional Fees		360,093			388,905			1,094,541
Office- General Expenses		71,292			17,875			96,178
Office – General Expenses – Related Party		424,379			152,784			698,848

Total Operating Expenses	$	1,040,214		$	560,159		$	2,084,612
Net Loss from Operations	$	( 1,040,214	)	$	(560,159	)	$	( 2,084,612	)
Other Expense
Interest expense		11,178			-0-			11,178
Interest expense – related party		26,857			-0-			26,857
Civil Claim Contingency		286,875			-0-			286,875
Financing cost – related party		-0-			39,715			39,715
Total Other Expense		324,910			39,715			364,625
Net Loss		( 1,365,124	)		(599,874	)		(2, 449,237	)
BALANCE SHEET DATA
Total Assets	$	38,120		$	-0-

Total Liabilities		1,179,624			470,264
Stockholders Equity/Deficit		( 1,141,505	)		(470,264	)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The summarized financial data set forth in the table above is derived from and should be read in conjunction with our audited financial statements for the period from inception (October 19, 2004) to fiscal year ended December 31, 2011, including the notes to those financial statements, which are included in this Annual Report. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report, particularly in the section entitled "Risk Factors". Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We are an exploration stage company and have not generated any revenue to date. The above table sets forth selected financial information for the periods indicated. 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.

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.

RESULTS OF OPERATION

Fiscal Year Ended December 31, 2011 Compared to Fiscal Year Ended December 31, 2010.

Our net loss for fiscal year ended December 31, 2011 was ($ 1,365,124 ) compared to a net loss of ($599,874) during fiscal year ended December 31, 2010 (an increase of $ 765,250 ). During fiscal years ended December 31, 2011 and 2010, we did not generate any revenue.

During fiscal year ended December 31, 2011, we incurred operating expenses of approximately $ 1,040,214 compared to $560,159 incurred during fiscal year ended December 31, 2010 (an increase of $ 480,055 ). These operating expenses incurred during fiscal year ended December 31, 2011 consisted of: (i) impairment of mineral property acquisition costs of $60,250 (2010: $-0-); (ii) impairment of prepaid royalties of $124,200 (2010: $-0-); (iii) professional fees of $ 360,093 (2010: $388,905); (iv) office – general expenses of $71,292 (2010: $17,875); and (v) general expenses – related party of $424,379 (2010: $152,784).

Operating expenses incurred during fiscal year ended December 31, 2011 compared to fiscal year ended December 31, 2010 increased primarily due to the recording of the impairment of mineral property acquisition costs of $60,250 and the impairment of prepaid royalties of $124,200 and an increase in general expenses – related party of $271,595 related to the increase in the scope and scale of our exploratory mineral business operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

Other expenses incurred during fiscal year ended December 31, 2011 were: (i) interest expense of $ 11,178 (2010: $-0-; (ii) interest expense – related party of $26,857 (2010: $-0-); (iii) civil claim contingency of $286,875 (2010: $-0-); and (iv) financing cost – related party of $-0- (2010: $39,715).

Of the $ 1,040,214 incurred as operating expenses during fiscal year ended December 31, 2011, we incurred consulting fees of $0 payable to our officers and directors.

Our net loss during fiscal year ended December 31, 2011 was ($ 1,365,124 ) or ($0.0 2 ) per share compared to a net loss of ($599,874) or ($0.01) per share during fiscal year ended December 31, 2010. Our net loss during fiscal year ended December 31, 2011 increased primarily due to the recording of the civil claim contingency and the increase in operating expenses as discussed above. The weighted average number of shares outstanding was 95,160,958 for fiscal year ended December 31, 2011 compared to 61,793,151 for fiscal year ended December 31, 2010.

LIQUIDITY AND CAPITAL RESOURCES

Fiscal Year Ended December 31, 2011

As at fiscal year ended December 31, 2011, our current assets were $38,120 and our current liabilities were $ 1,014,246 , which resulted in a working capital deficit of $ 976,126 . As at fiscal year ended December 31, 2011, current liabilities were comprised of: (i) $ 50,207 in accounts payable; (ii) $ 83,998 in accounts payable – related parties; (iii) $563,206 in disputed liability – related party; (iv) $20,881 in accrued interest – related party; (v) $132,382 in convertible promissory notes – related party; (vi) $143,573 in convertible debt – related parties; and (vii) $20,000 in convertible debt. .

As at December 31, 2011, our total assets were $38,120. The total assets in fiscal year ended December 31, 2010 was $0.

As at December 31, 2011, our total liabilities were $ 1,179,624 comprised of: (i) $ 1,014,246 in current liabilities; (ii) $135,378 in mineral prospect obligation; and (iii) $30,000 in convertible debt – long term portion. The increase in liabilities during fiscal year ended December 31, 2011 from fiscal year ended December 31, 2010 was primarily due to the recording of the disputed liability – related party. As of June 15, 2011, old management signed a board resolution approving the issuance of convertible promissory notes in the amount of $271,331 to Falco Investments Inc. (“Falco”). We believe that old management was not acting in our best interests when they authorized these expenses and subsequently approved the issuance of the convertible debts. We have recorded the balance of $716,469 due to Falco, of which $132,382 has been reported as convertible debt, $563,206 as a disputed liability – related party and $20,881 as accrued interest. We have decided to content the current balance claimed to be due to Falco. It is our position that these amounts due are frivolous. See “Item 3. Legal Proceedings”.

Stockholders’ Deficit increased from ($470,264) for fiscal year ended December 31, 2010 to Stockholders’ Deficit of ($ 1,141,505 ) for fiscal year ended December 31, 2011.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For fiscal year ended December 31, 2011, net cash flows used in operating activities was ( $119,880 ), consisting primarily of a net loss of ($ 1,365,124 ). Net cash flows used in operating activities was adjusted by: (i) $ 505,633 for shares issued for services; (ii) $60,250 for impairment of mineral property acquisition costs; and (iii) $124,200 for impairment of prepaid royalties. Net cash flows used in operating activities was further changed by an increase of $ 94,572 in convertible debt for consulting, $11,178 in accrued interest, $ 20,881 in accrued interest to a related party ; and $1 60,249 in accounts payable and accrued expense – related party, and by a decrease of $ 18,595 in accounts payable and accrued expense.

For fiscal year ended December 31, 2010, net cash flows used in operating activities was ($0), consisting primarily of a net loss of ($599,874). Net cash flows used in operating activities was adjusted by $234,334 for shares issued for services and $39,715 for beneficial conversion feature. Net cash flows used in operating activities was further changed by an increase of $64,735 in accounts payable and accrued expense and $261,090 in accounts payable and accrued expense – related party.

Cash Flows from Investing Activities

For fiscal years ended December 31, 2011 and December 31, 2010, there were no cash flows from investing activities.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

For fiscal year ended December 31, 2011, net cash flows provided by financing activities was $158,000 consisting of $46,000 in proceeds from subscriptions payable and $113,000 in proceeds from issuance of common stock.

PLAN OF OPERATION AND FUNDING

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

MATERIAL COMMITMENTS

Convertible Promissory Notes – Related Party

Consultant Agreement

On October 1, 2010, we entered into a five year consulting agreement with Dr. Stewart Jackson, our then President/Chief Executive Officer (the “Consultant Agreement”). In accordance with the terms and provisions of the Consultant Agreement, we were to pay to Dr. Jackson a monthly compensation of $2,000, which could be paid by cash or issuance of shares of common stock priced at the ten-day average each month. Through June 30, 2011, Dr. Jackson earned $18,000 of which $8,000 had been paid in cash leaving a balance of $10,000. We have recognized the future remaining obligation of the Consultant Agreement and accrued it at its present value on the financial statements using a 12% discount rate over fifty-one months. This results in a $79,596 increase in consulting fees for fiscal year ended December 31, 2011 and a convertible debt in the same amount. In addition to the $79,596 and $10,000, a further $10,752 has been accrued for interest for the six months ended December 31, 2011 for a total convertible debt of $100,348 at December 31, 2011. If converted at fair market value of $0.019 per share at December 31, 2011, approximately 5, 030,106 new shares of common stock would be issued.

Falco Investments Inc.

Effective on October 21, 2010 (the “Effective Date”), we entered into a series of convertible promissory notes in various principal amounts (collectively, the “Convertible Promissory Notes”) with Falco Investments Inc. (the “Creditor”), of which $132,382 in represented in principal. As of December 31, 2011, we recorded a total of $716,469 due to the Creditor, of which $132,382 has been reported as convertible debt, $563,206 as a disputed liability – related party and $20,881 as accrued interest. The Creditor had agreed to waive all interest and accrued interest up to March 31, 2011. Interest on the convertible debt has been accrued at 12% for the remainder of fiscal year 2011. Accrued interest was $20,881 and $-0- as of December 31, 2011 and December 31, 2010, respectively.

We have recognized $39,715 in beneficial conversion feature costs in connection with the convertible note. If the total $132,382 is converted, approximately 13,238,200 shares of common stock would be issued. The Creditor believes that we are obligated to reissue $271,331 of the total debt as notes convertible at about 80% of the fair value of the stock but we have not yet done so. If fully converted, approximately 27,133,109 new shares of common stock would be issued.

We have decided to contest the current balance claimed to be due to the Creditor. It is our opinion that these amounts due are baseless. No additional liabilities were recorded

Figueiredo Consultant Agreement

On October 1, 2010, we entered into a one-year consulting agreement with David Figueiredo, our current President/Chief Executive Officer and member of the Board of Directors (the “Figueiredo Consultant Agreement”). In accordance with the terms and provisions of the Figueiredo Consultant Agreement, we were to pay to Mr. Figueiredo monthly compensation of $4,000. As of December 31, 2011, the amount owed to Mr. Figueiredo is $48,000 or the issuance of 1,600,000 shares of common stock at $0.03 per share .

Claus Consultant Agreement

On October 1, 2010, we entered into a one-year consulting agreement with Steve Claus (the “Claus Consultant Agreement”). In accordance with the terms and provisions of the Claus Consultant Agreement, we were to pay to Mr. Claus monthly compensation of $2,000. As of December 31, 2011, the amount owed to Mr. Claus is $24,000. This amount due and owing to Mr. Claus is unsecured, non-interest bearing and due on demand.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual Report, we do not have any 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 are material to investors.

GOING CONCERN

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

RECENT ACCOUNTING PRONOUNCEMENTS

We have evaluated all recent accounting pronouncements and believe none will have a material effect on our financial statements.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DATED MAY 12, 2012.			F-1

BALANCE SHEETS AS AT DECEMBER 31, 2011 AND DECEMBER 31, 2010.			F-2

STATEMENTS OF OPERATIONS FOR FISCAL YEARS ENDED DECEMBER 31, 2011 AND DECEMBER 31, 2010 AND FOR THE PERIOD FROM INCEPTION (MARCH 32, 2006) TO DECEMBER 31, 2011.			F-3

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION (MARCH 23, 2006) TO DECEMBER 31, 2011.			F-4

STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2011 AND DECEMBER 31, 2010 AND FOR THE PERIOD FROM INCEPTION (MARCH 23, 2006) TO DECEMBER 31, 2010.			F-5

NOTES TO FINANCIAL STATEMENTS.			F-6

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Double Crown Resources, Inc.

(formerly Denarii Resources, Inc.)

(An Exploration Stage Company)

We have audited the accompanying balance sheets of Double Crown Resources, Inc. (An Exploration Stage Company) as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and for the period from inception on March 23, 2006 through December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Double Crown Resources, Inc. (An Exploration Stage Company) as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and for the period from inception on March 23, 2006 through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 4 to the accompanying financial statements, the Company has reclassified various accounts in its financial statements as of and for the year ended December 31, 2011.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses from operations and has not yet established an ongoing source of revenues to support its own operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

May 12, 2012

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

F-1

DOUBLE CROWN RESOURCES, INC.

(formerly "Denarii Resources, Inc.")

(An Exploration Stage Company)

BALANCE SHEETS

	December 31			December 31
	2011			2010

ASSETS

Current assets
Cash	$	38,120		$	-
Total current assets	$	38,120		$	-

LIABILITIES

Current Liabilities
Accounts payable	$	50,207		$	83,802
Accounts payable - related parties		83,998			236,080
Disputed Liability - Related Party (Notes 6 and 9)		563,206			-
Accrued Interest - Related Party (Notes 6 and 9)		20,881			-
Convertible promissory notes - related party (Notes 6 and 9)		132,382			132,382
Convertible debt - related parties (Note 5)		95,572			6,000
Convertible debt - related party (Note 8)		48,000			12,000
Convertible debt (Note 5)		20,000			-
Total current liabilities		1,014,246			470,264

Long Term Liabilities
Mineral prospect obligation (Note 5)		135,378			-
Convertible debt - long term portion (Note 5)		30,000
Total Long Term Liabilities		165,378			-

Total liabilities		1,179,624			470,264

STOCKHOLDERS' DEFICIT

Common stock; 500,000,000 shares authorized at $0.001 par value 148,549,999 and 61,900,000 issued and outstanding at December 31, 2011 and December 31, 2010 respectively		148,550			61,900
Common stock payable		1,000			8,034
Common stock receivable		(24,000	)		-
Additional paid-in capital		1,182,182			543,915
Deficit accumulated during exploration		(2,449,237	)		(1,084,113	)
Total stockholders' deficit		(1,141,504	)		(470,264	)

Total liabilities and stockholders' deficit	$	38,120		$	-

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

F-2

DOUBLE CROWN RESOURCES, INC.

(formerly "Denarii Resources, Inc.")

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

							From inception (March 23, 2006) through December 30, 2011
	Twelve months ended
	December 31, 2011			December 31, 2010


REVENUE	$	-		$	-		$	-

OPERATING EXPENSES
Impairment of mineral property acquisition costs		60,250			-			70,250
Impairment of prepaid royalties		124,200			595			124,795
Professional fees		360,093			388,905			1,094,541
Office - general expenses		71,292			17,875			96,178
General expenses - related party		424,379			152,784			698,848
Total Operating Expenses		1,040,214			560,159			2,084,612

LOSS FROM OPERATIONS		(1,040,214	)		(560,159	)		(2,084,612	)
OTHER EXPENSE
Interest Expense		11,178			-			11,178
Interest Expense - related party		26,857			-			26,857
Civil Claim Contingency		286,875			-			286,875
Financing cost - related party		-			39,715			39,715
TOTAL OTHER EXPENSE		324,910			39,715			364,625

NET LOSS BEFORE INCOME TAXES		(1,365,124	)		(599,874	)		(2,449,237	)

PROVISION FOR INCOME TAX		-			-			-

NET LOSS FOR THE PERIOD	$	(1,365,124	)	$	(599,874	)	$	(2,449,237	)

BASIC AND DILUTED (LOSS)
PER COMMON SHARE	$	(0.02	)	$	(0.01	)

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES		89,147,807			61,793,151

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

F-3

DOUBLE CROWN RESOURCES, INC.

(formerly "Denarii Resources, Inc.")

(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS' DEFICIT

From Inception March 23, 2006 through December 31, 2011

	Common Stock						Additional Paid-in			Subscriptions Payable						Common Stock			Accumulated Deficit During Exploration			Total Stockholders'
	Issued			Amount			Capital			Issuable			Amount			Receivable			Stage			Deficit

Balance at inception - March 23, 2006		-		$	-		$	-			-			-			-		$	-		$	-

Shares issued to founder's - March 23, 2006 at $0.0002 per share		48,000,000			48,000			(38,000	)		-			-			-			-			10,000

Net (loss) for period from inception on March 23, 2006 to December 31, 2006		-			-			-			-			-			-			(22,826	)		(22,826	)
Balance, December 31, 2006		48,000,000			48,000			(38,000	)		-			-			-			(22,826	)		(12,826	)

Shares issued for cash - July 1, 2007 at $0.0167 per share		1,500,000			1,500			23,500			-			-			-			-			25,000

Shares issued for cash - September 28, 2007 at $0.0167 per share		1,188,000			1,188			18,612			-			-			-			-			19,800

Cancellation of founder's shares - October 3, 2007 at $0.00013333 per share		(2,988,000	)		(2,988	)		2,988			-			-			-			-			-

Net (loss) for the year ended December 31, 2007		-			-			-			-			-			-			(41,575	)		(41,575	)
Balance, December 31, 2007		47,700,000			47,700			7,100			-			-			-			(64,401	)		(9,601	)

Shares issued for cash - June 2, 2008 at $0.0167 per share		600,000			600			9,400			-			-			-			-			10,000

Shares issued for services - June 2, 2008 at $0.0167 per share		12,000,000			12,000			188,000			-			-			-			-			200,000

Shares payable for services - October 10, 2008 at $0.0167 per share		-			-			9,400			600,000			600			-			-			10,000

Net (loss) for the year ended December 31, 2008		-			-			-			-			-			-			(233,098	)		(233,098	)
Balance, December 31, 2008		60,300,000			60,300			213,900			600,000			600			-			(297,499	)		(22,699	)

Shares payable for services - March 11, 2009 at $0.0167 per share		600,000			600			-			(600,000	)		(600	)		-			-			-

Net (loss) for the year ended December 31, 2009		-			-			-			-			-			-			(186,740	)		(186,740	)
Balance, December 31, 2009		60,900,000			60,900			213,900			-			-			-			(484,239	)		(209,439	)

Shares issued for services - February 9, 2010 at $0.14 per share		1,000,000			1,000			139,000			-			-			-			-			140,000

Shares issuable for Cash paid directly to vendors reducing payables- April 14, 2010 at $0.029 per share 1,700,000 shares issuable		-			-			23,300			1,700,000			1,700			-			-			25,000

Shares issuable for Cash paid directly to related parties to reduce the party's payable May 26, 2010 at $0.032 per share 2,000,000 shares issuable		-			-			38,000			2,000,000			2,000			-			-			40,000

Shares issuable for services - October 1, 2010 at $0.021772 per share		-			-			7,000			333,333			333			-			-			7,333

Shares issuable for services - October 1, 2010 at $0.021772 per share		-			-			14,000			666,666			667			-			-			14,667

Beneficial conversion feature on convertible notes - October 21, 2010		-			-			39,715			-			-			-			-			39,715

Shares issuable for services - October 1, 2010 at $0.021772 per share		-			-			31,500			1,500,000			1,500			-			-			33,000

Shares issuable for services - October 1, 2010 at $0.021772 per share		-			-			31,500			1,500,000			1,500			-			-			33,000

Shares issuable for services - November 1, 2010 at $0.021772 per share		-			-			6,000			333,334			333			-			-			6,333

Net (loss) for the year ended December 31, 2010		-			-			-			-			-			-			(599,874	)		(599,874	)

Balance, December 31, 2010		61,900,000			61,900			543,915			8,033,333			8,033			-			(1,084,113	)		(470,265	)

Shares payable issued - February 23, 2011 at $0.0147 per share		1,700,000			1,700			-			(1,700,000	)		(1,700	)		-			-			-

Shares payable issued - February 23, 2011 at $0.02 per share		2,000,000			2,000			-			(2,000,000	)		(2,000	)		-			-			-

Shares issued for services - March 16, 2011 at $0.02 per share		5,666,666			5,667			107,666			-			-			-			-			113,333

Shares payable issued - March 16, 2011 at $0.021772 per share		4,333,333			4,333			-			(4,333,333	)		(4,333	)		-			-			-

Shares payable for mineral property rights - March 31, 2011 at $0.021 per share		250,000			250			5,000			-			-			-			-			5,250

Shares issued for debt conversion - May 9, 2011 at $0.015 per share		300,000			300			14,700			-			-			-			-			15,000

Shares payable for services - June 27, 2011 at $0.012 per share		300,000			300			3,300			-			-			-			-			3,600

Share subscriptions payable - June 29, 2011		500,000			500			4,500			-			-			-			-			5,000

Share subscriptions payable - August 12, 2011		-			-			4,000			1,000,000			1,000			-			-			5,000

Shares subscriptions receivable issued - August 12, 2011 at $0.005 per share		2,800,000			2,800			11,200			-			-			(14,000	)		-			-

Shares issued for cash - August 12, 2011 at $0.01 per share		4,000,000			4,000			36,000			-			-			-			-			40,000

Shares issued for cash - August 12, 2011 at $0.005 per share		26,600,000			26,600			106,401			-			-			-			-			133,001

Shares issued for services - September 19, 2011 at $0.079 per share		28,000,000			28,000			193,200			-			-			-			-			221,200

Shares issued for debt conversion - September 20, 2011 at $0.0251 per share		2,000,000			2,000			48,200			-			-			-			-			50,200

Shares subscript receivable issued - December 29, 2011 at $.005 per share		2,000,000			2,000			8,000									(10,000	)					-

Shares issued for services - December 31, 2011 at $0.005 per share		6,200,000			6,200			96,100			-			-			-			-			102,300

Net loss for the year ended December 31, 2011		-			-			-			-			-			-			(1,365,124	)		(1,365,124	)
Balance, December 31, 2011		148,549,999			148,550			1,182,182			1,000,000			1,000			(24,000	)		(2,449,237	)		(1,141,504	)

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

F-4

	Twelve months ended						From inception (March 23, 2006)
	December 31, 2011			December 31, 2010			through December 31, 2011

OPERATING ACTIVITIES
Net loss	$	(1,365,124	)	$	(599,874	)	$	(2,449,237	)
Adjustments to reconcile net loss from operations:
Shares issued for services		505,633			234,334			949,967
Impairment of mineral property acquisition costs		60,250			-			60,250
Impairment of prepaid royalties		124,200			-			134,200
Beneficial Conversion Feature		-			39,715			39,715
Civil Claim Contingency		286,875			-			286,875
Change in operating assets and liabilities:
Increase (decrease) in convertible debt for consulting		94,572			-			94,572
decrease (increase) in prepaid expenses		-			-			-
Increase (decrease) in accounts payable and accrued expense		(18,595	)		64,735			65,207
Increase in accrued interest		11,178			-			11,178
Increase in accrued interest to a related party		20,881			-			20,881
Increase (decrease) in accounts payable and accrued expense related party		160,249			261,090			611,711
Net cash used in operating activities		(119,880	)		-			(174,680	)

INVESTING ACTIVITIES
Purchase of mineral claim		-			-			(10,000	)
Net cash used in investing activities		-			-			(10,000	)

FINANCING ACTIVITIES
Proceeds from subscriptions payable		45,000			-			45,000
Proceeds from issuance of common stock		113,000			-			177,800
Net cash provided by financing activities		158,000			-			222,800

NET INCREASE IN CASH AND CASH EQUIVALENTS		38,120			-			38,120

CASH AND CASH EQUIVALENTS BEGINNING OF PERIOD		-			-			-

CASH AND CASH EQUIVALENTS END OF PERIOD	$	38,120		$	-		$	38,120

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accounts payable for mineral property	$	5,000		$	-		$	5,000
Convertible debt issued for mineral property	$	50,000		$	-		$	50,000
Expenses Paid on Company's Behalf by Related Parties	$	-		$	186,929		$	357,956
Proceeds from Private Placement (paid to related parties)	$	-		$	40,000		$	40,000
Shares payable for mineral property	$	5,250		$	-		$	5,250
Shares Issued for Subscriptions Receivable	$	24,000		$	-		$	24,000
Shares issued for services	$	505,633		$	-		$	645,633
Shares issued for conversion of debt	$	65,200		$	-		$	65,200

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

F-5

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

The accompanying audited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-K.

On March 16, 2010 Stuart Carnie resigned as an officer and director. On March 19, 2010 Dennis Lorrig was appointed as an officer and director.

On June 16, 2010 the Company entered into an agreement to acquire an 80% interest in Touchstone Precious Metals Inc. On October 29, 2010 the company filed an 8K disclosing that the Company has rescinded the Acquisition Agreement with Touchstone Precious Metals Inc. and Touchstone Venture Ltd.

On July 29, 2010 Dennis Lorrig and Robert Malasek resigned as officers and directors.

On July 29, 2011 Mr. David Figueiredo was appointed as an officer and director.

On August 9, 2011 Dr. Stewart Jackson resigned from his position as officer and director.

Basis of Presentation

These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

NOTE 2 - GOING CONCERN

The Company’s financial statements as of December 31, 2011 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. For the years ended December 31, 2011 and 2010 the Company had a net loss of $1,365,124 and $599,874, respectively. Additionally, the Company has incurred a cumulative net loss from inception (March 23, 2006) through December 31, 2011 of $2,449,237.

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

F-6

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 2 - GOING CONCERN - (CONTINUED)

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.

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 disputed liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Management believes that the estimates used are reasonable.

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

F-7

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Revenue Recognition

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

Fair value of financial instruments

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

Stock-based compensation

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

Income taxes

The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a more-likely-than-not realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives.

Advertising Costs

Advertising costs, including media advertising, design and printing of coupons, and other advertising, which are included in Office – General expenses, are expensed when the advertising first takes place. Advertising expenses were $57,412 and $2,310 during the years ended December 31, 2011 and December 31, 2010, respectively.

F-8

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONTINUED)

Recent Accounting Pronouncements

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

NOTE 4 – CORRECTION AND RECLASSES

Correction of Error of Unaudited Operations

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

Balance Sheet
	December 31, 2011 As Filed			Adjustment			December 31, 2011 (Audited)

Current Assets
Cash	$	38,119		$	1		$	38,120
Total current assets		38,119			1			38,120

Total Assets	$	38,119		$	1		$	38,120

Current Liabilities
Accounts payable - related parties		401,476			(317,478	)		83,998
Disputed Liability - Related Party (Notes 5 and 8)		-			563,206			563,206
Accrued Interest - Related Party (Notes 5 and 8)		22,734			(1,853	)		20,881
Convertible promissory notes - related party (Notes 5 and 8)		419,257			(286,875	)		132,382
Convertible debt - related parties (Note 4)		100,572			(5,000	)		95,572
Convertible debt - related party (Note 7)		-			48,000			48,000
Total current liabilities	$	1,014,246		$	-		$	1,014,246

Stockholders' Equity (Deficit)
Deficit accumulated during exploration		(2,449,237	)		1			(2,449,236	)
Total stockholders' deficit		(1,141,505	)		1			(1,141,505	)

Total liabilities and stockholders' deficit	$	38,119		$	1		$	38,120

Statement of Operations

	For the Twelve						For the Twelve
	Months Ended						Months Ended
	December 31, 2011			Adjustment			December 31, 2011
	As Filed			Adjustment			(Audited)

LOSS FROM OPERATIONS		(1,040,214	)		-			(1,040,214	)
Other Expenses
Interest Expense		38,035			(26,857	)		11,178
Interest Expense - Related Party		-			26,857			26,857

NET LOSS FOR THE PERIOD	$	(1,365,124	)	$	-		$	(1,365,124	)

F-9

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 4 – CORRECTION AND RECLASSES - (CONTINUED)

Reclassification of an Audited Balance Sheet from a Previous Period

Balance Sheet
	December 31, 2010					December 31, 2010
	As Filed		Adjustment			(Audited)

Current Liabilities
Accounts payable - related parties		248,080		(12,000	)		236,080
Convertible debt - related party (Note 7)		-		12,000			12,000
Total current liabilities	$	470,264	$	-		$	470,264

NOTE 5 – CONVERTIBLE DEBT

Mineral Prospect Obligation

Effective on February 9, 2011 the company entered into an agreement between the Company and Richard and Gloria Kwiatkowski. The Option provides for the development of 136 claim units covering a series of nickel-colbalt-gold-platinum group element prospects, which prospects are located 35 kilometers northwest of Thunder Bay, Ontario (the “Prospects”). The Prospects are owned 100% by Kwiatkowski as tenants in common. The Company intends to work on the Prospects, including drilling, for three types of geological conceptual targets: (i) Shebandowan type high grade nickel-cobalt-gold-platinum sulphide deposits; (ii) disseminated nickel sulphides of Mount Keith type with bulk tonnage potential; and (iii) gold mineralization within an extensive conglomerate unit of potential open-pit bult tonnage configuration.

In accordance with the terms and provisions of the Option: (i) upon execution of certain documentation and transfer of title, the Company has paid $5,000 and has issued 250,000 shares of common stock to the Kwiatkowskis; (ii) at the end of year one, the Company will pay to Kwiatkowskis a further $20,000 either in half cash and half shares or all shares at the option of the Kwiatkowski; (iii) at the end of year two, the Company will pay to Kwiatkowskis a further $30,000 either in half cash and half shares or all shares at the option of the Kwiatkowskis; (iv) each anniversary thereafter, the Company shall pay to Kwiatkowskis $25,000 as advance royalty payment until the sum of $200,000 has been paid; (v) the Company shall further make payment to Kwiatkowskis of 3% NSR royalty on all production from the Prospects, which royalty may be purchased by the Company as to 1.5% of the 3% for the sum of $1,500,000 in increments of $500,000 per 0.5% NSR; and (vi) the Company shall commit to expenditures of $200,000 on the Prospects. If the Kwiatkowskis were to convert the debt of $20,000 and $30,000, this would result in the issuance of 2,631,579 additional shares of common stock. No such exploration or development work was conducted during 2011.

F-10

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 5 - CONVERTIBLE DEBT – (CONTINUED)

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 payment of $20,000 outlined in (ii) above.

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

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

Interest on the discounted royalty claim has been accreted at 12%. Accreted interest was $11,178 and $0 as of December 31, 2011 and December 31, 2010 respectively.

Convertible Promissory Notes – Related Party

In the year ended December 31, 2010 the company entered into a five-year consulting agreement dated October 1, 2010 with Dr. Stewart Jackson (“Jackson”), pursuant to which Jackson, as the chief executive officer and a member of the Board of Directors, will provide certain consulting services to the Company including, but not limited to, contact with precious metal assets for acquisition in North America. Jackson shall be entitled to monthly compensation of $2,000 representing aggregate compensation of $120,000. The compensation may be paid by cash or issuance of shares of common stock priced at the ten-day average each month. Through the period ended June 30, 2011, at which point a change in management occurred, Stewart Jackson had earned $18,000 based on this agreement, $8,000 of which had been paid off, leaving a balance of $10,000. 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 a $79,596 increase in consulting fees for the year ended December 31, 2011 and a convertible debt in the same amount as of December 31, 2011.

In addition to the $79,596 and the $10,000 described above, another $5,976 has been accrued for interest for the six months ended December 31, 2011, for a total convertible debt of $95,572 at December 31, 2011. If converted at the fair market value of $0.019 per share at December 31, 2011, approximately 5,030,106 new shares would be issued. No such exploration or development work was conducted during 2011.

F-11

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 6 – CONVERTIBLE PROMISSORY NOTE RELATED PARTY

The Company has recorded a total of $713,469 due to Falco Investments, Inc. as of December 31, 2011, of which $132,382 has been reported as convertible debt, $563,206 as a Disputed Liability Related Party and $20,881 as accrued interest.

Falco Investments Inc. had agreed to waive all interest and accrued interest up to March 31, 2011. Interest on the convertible debt has been accrued at 12% for the remainder of the year. Accrued interest was $20,881 and $0 as of December 31, 2011 and December 31, 2010 respectively.

Effective on October 21, 2010 the company entered into a series of convertible promissory notes in various principal amounts with Falco Investments Inc. (the “Creditor”). The aggregate amount represented in principal loaned to the Corporation from the Creditor is $132,382.

In accordance with the terms and provisions of the Convertible Promissory Notes, the Convertible Promissory Notes are unsecured, shall bear interest at the rate of 12% compounded annually on the principal amount commencing on the date of the respective quarterly period. Each Convertible Promissory Note is convertible at the election of the Creditor into shares of the

Corporation’s common stock at the rate of $0.01 per share (which conversion price is a 20% discount from the trading price of the Company’s common stock on the OTC Bulletin Board on October 21, 2010).

The Company has recognized $39,715 in beneficial conversion feature costs in connection with this convertible note. If the total $132,382 is converted the share capital issued will increase by 13,238,200 common shares.

Falco believes that the Company is obligated to reissue $271,331 of their total debt as notes convertible at about 80% of the fair value of the stock, but the Company has not yet done so. If fully converted, approximately 27,133,100 new shares would be issued.

Please refer to footnote 8 for further debts and obligations to Falco.

NOTE 7 – STOCKHOLDERS' DEFICIT

Authorized

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

Shares Issued

Please refer to the Form 10-K/A as filed on April 14, 2011 for the transaction details for all issuances from inception (March 23, 2006) through December 31, 2010.

F-12

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 7 – STOCKHOLDERS' DEFICIT – (CONTINUED)

On April 25, 2011, the Company increased its authorized capital structure from one hundred million shares (100,000,000) of common stock to five hundred million shares (500,000,000) of common stock.

On February 23, 2011, the Company issued 1,700,000 shares for the conversion of accounts payable valued at $25,000. The cost per share was $0.0147. These shares were previously recorded as Common stock payables.

On February 23, 2011, the Company issued 2,000,000 shares for the conversion of advances from a related party valued at $40,000. The cost per share was $0.02. These shares were previously recorded as Common stock payables.

On March 16, 2011, the company issued 5,666,666 shares for services valued at $113,333. The cost per share was $0.02.

On March 16, 2011, the company issued 4,333,333 shares for services valued at $94,334. The cost per share was $0.021772. These shares were previously recorded as Common stock payable.

On March 31, 2011, the company issued 250,000 shares in accordance with the terms of the option agreement relating to the Bateman Proposal valued at $5,250. The cost per share is $0.021.

On May 09, 2011, the company issued 300,000 shares for debt owed to the Sutton Oil Company valued at $15,000. The cost per share was $0.050.

On June 27, 2011, the company issued 300,000 shares pursuant to a consulting agreement with Glen Soler, a related party for consulting services. The cost per share is $0.012.

On June 30, 2011, the company issued 500,000 shares in a private placement to Foxton Holdings for cash in the amount of $5,000. The cost per share is $0.01.

On August 12, 2012, the Company issued 26,600,000 shares in a private placement for cash valued at $133,000. These shares were valued at $0.005 per share.

On August 12, 2012, the Company issued 4,000,000 shares in a private placement for cash to related parties for $20,000. The Company valued these shares at market at $0.01. The remaining $20,000 was recognized as a compensation expense.

On September 19, 2011 the company issued 28,000,000 shares to the board of directors and additional key parties for services rendered in the amount of $221,200. These shares were issued at the share price of $0.0079.

F-13

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 7 – STOCKHOLDERS' DEFICIT – (CONTINUED)

On September 20, 2011, the company issued 2,000,000 shares for debt conversion valued at $50,200. The cost per share was $0.0251.

On November 21, 2011, the Company issued 6,200,000 for services valued at $102,300. These shares were issued at $0.0165 per share.

Subscriptions Payable

On August 12, 2011, the company authorized 1,000,000 shares issuable in a private placement for cash in the amount of $5,000. The cost per share is $0.005.

Subscriptions Receivable

On August 12, 2011 the Company issued 2,800,000 shares in a private placement for subscriptions receivable valued at $14,000. These shares were issued at $0.005 per share.

On December 29, 2011 the company issued 2,000,000 shares for subscriptions receivable valued at $10,000. These shares were issued at $0.005 per share. See Note 10 for further details on this issuance.

Stock Warrants

The following is a summary of warrants balance as of December 31, 2011:

	Number of Shares		Weighted Average Exercise Price		Expiration Date

Balance, December 31, 2010		-		-

Warrants granted and assumed		1,966,666		0.04	June 30, 2012
Warrants expired		-		-
Warrants canceled		-		-
Warrants exercised		-		-

Balance, December 31, 2011		1,966,666		0.04

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

F-14

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 7 – STOCKHOLDERS' DEFICIT – (CONTINUED)

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

The company has authorized 500,000,000 common shares with a par value of $0.001. As of December 31, 2011 there were a total of 148,549,999 shares issued and outstanding and 1,000,000 shares authorized for issuance but not yet issued and outstanding (common stock payable). If all convertible debts and warrants were exercised, approximately 51,599,650 additional shares would be issued.

NOTE 8 – CONSULTING AGREEMENT – RELATED PARTY

In the year ended December 31, 2010 the company entered into a one-year consulting agreement dated October 1, 2010 with David Figueiredo (“Figueiredo”), and Steve Claus ("Claus") pursuant to which Figueiredo and Claus, as members 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. Figueiredo and Claus shall be entitled to monthly compensation of $4,000 and $2,000, respectively representing aggregate compensation of $72,000.

The current debt of $24,000 to Claus is unsecured, non-interest bearing, due on demand, is included in the “Accounts Payable – Related Party” figure on the balance sheet.

The $48,000 current debt to Figueiredo is payable in cash or convertible into 1,600,000 common shares of the Company’s common stock at the price of $0.0 3 and is included in the “Convertible Debt – Related Party” figure on the balance sheet.

NOTE 9 – DISPUTED LIABILITIES

As of June 15, 2011 the old management signed a resolution approving the issuance of convertible promissory notes in the amount of $271,331 to Falco Investments Inc. New management believes that the old management was not acting in the best interest of the company when they authorized these expenses and subsequently approved the issuance of the convertible debts. The Company has recorded the balance of $713,469 due to Falco Investments Inc. of which $132,382 has been reported as convertible debt, $563,206 as a Disputed Liability Related Party and $20,881 as accrued interest. The Company has decided to contest the current balance claimed to be due to Falco. It is current management’s opinion that these amounts due are frivolous. Falco Investments initiated a lawsuit in November of 2011.

F-15

DOUBLE CROWN RESOURCES, INC

Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

NOTE 10 – INCOME TAXES

The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $339,054 which is calculated by multiplying a 35% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

For the period ended December 31,	2011			2010

Book loss for the year	$	(972,446	)	$	(599,874	)
Adjustments:
Stock based compensation		419,333			274,049
Impairment of intangible		184,450			-
Tax loss for the year	$	(368,663	)	$	(325,825	)
Estimated effective tax rate		35	%		35	%
Deferred tax asset	$	129,031		$	114,039

The total valuation allowance is $335,992. Details for the last two periods are as follows:

For the period ended December 31,	2011			2010

Deferred tax asset	$	339,054		$	210,022
Valuation allowance		(339,054	)		(210,022	)
Current taxes payable		-			-
Income tax expense	$	-		$	-

F-16

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2011

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year	Amount		Expiration

2011	$	368,663		2031
2010	$	325,825		2030
Prior to 2010	$	274,239	Prior to 2030

NOTE 1 1 – SUBSEQUENT EVENTS

On November 21, 2011, motion was made by Paul Murphy to the Board of Directors to appoint Mark Duncan as a new Director on the Board of Directors for Double Crown Resources, Inc., effective January 9, 2012. Motion was seconded by Jerold Drew. Discussion: Because Mr. Duncan is with MCF (a publicly traded company), he will need to get his CEO’s concurrence that he may sit on this Board of Directors in a public fashion. Mr. Duncan will receive 4,000,000 shares as his compensation package, with the option of purchasing up to 10,000,000 private placement shares at $0.005 by January 31, 2012. Following discussion, the motion was unanimously approved. As of January 31, 2012, Mr. Duncan has exercised his option to purchase 2 million of the available 10 million common shares.

On January 9, 2012 the Company received $10,000 for 2,000,000 shares of common stock receivable issued December, 29, 2012.

The Company has evaluated subsequent events through the filing date of these financial statements and has disclosed any such events that are material to the financial statements.

F-17

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are no disagreements with our current accountants on any matters related to accounting and financial disclosure issues. Our principal independent registered public accounting firm is Seale & Beers, PC (“Seale & Beers”). Their address is 50 S. Jones Blvd, Ste 202, Las Vegas, Nevada 89107 and telephone number is (702) 522-1645

The reports of Seale & Beers on our financial statements for each of the fiscal years ended December 31, 2011 and 2010 did not contain an adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern. During our fiscal years ended December 31, 2011 and 2010, there were no disagreements between us and Seale & Beers, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Seale & Beers, would have caused Seale & Beers to make reference thereto in their reports on our audited financial statements.

ITEM 9A. 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 December 31, 2011, the end of our fiscal year covered by this Annual 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 current scale and scope of operations.

Evaluation of Internal Controls and Procedures 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 accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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 December 31, 2011 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 Treadway 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 due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2009.

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.

This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report.

Management’s Remediation Initiatives

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

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 when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall 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 and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

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.

As of the date of this Annual Report, these initiatives have partially been implemented. We intend to have full implementation of the initiatives by end of second quarter as of June 30, 2012. Additionally, we plan to test our updated controls and remediate our deficiencies by quarter ended June 30, 2012.

Changes in internal controls over financial reporting

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

AUDIT COMMITTEE

Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. We intend to establish an audit committee during fiscal year 2012. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

Our directors are appointed to hold office until the next annual meeting of our stockholders or until his successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the State of Nevada Statutes. Our officers are appointed by our Board of Directors and holds office until removed by the Board.

The names, ages and titles of our executive officers and director are as follows:

Name and Address of Executive Officer and/or Director	Age	Position

David Figueiredo	53	President/Chief Executive Officer, Treasurer/Chief Financial Officer and a Director

Jerry Drew	53	Director

Glenn Soler	49	Director

Marc Duncan	56	Director

Allen E. Lopez	48	Director

Tricia Oakley	52	Secretary

David Figueiredo. Mr. Figueiredo was appointed as the President/Chief Executive Officer, Treasurer/Chief Financial Officer and a member of our Board of Directors on July 29, 2011. During the past thirty years, Mr. Figueiredo has been involved with a chain of video stores in Northern California, which he started as a sole proprietor in 1983 and remains in operation today. Mr. Figueiredo also has been involved in the acquisition of distressed properties and the development of small shopping centers. He was part of the original team of investors in one of the first legal casinos in Mexico City, Los Palmas, which was opened in 2006 and remains in successful operations today. Mr. Figueiredo graduated from Humboldt State University with a degree in physical education in 1981and was part of the Humboldt State University’s legendary long distance running program. Subsequently, Mr. Figueiredo coached long distance runners for over twenty-five years at the high school level and in 1999 won the Division II California State Championship.

Jerry Drew. Mr. Drew was appointed as a member of our Board of Directors effective April 14, 2011. During the past thirty years, Mr. Drew has been involved in business development and marketing. Currently, Mr. Drew owns and operates Jerold S. Drew Painting where he is solely responsible for the purchase of job materials, estimation of projects, supervisions of projects and completion. He also owns and operates Spencer Vineyards in Redwood Valley, California, which grows high quality Petite Syrah and Pinot Noir grapes. Mr. Drew’s marketing experience started in the early 1980s where he was employed with J.D. Barton Company, which distribute lighting fixtures to major electrical wholesalers in the Sacramento Valley and throughout northern California. During the 1980s, Mr. Drew also developed a marketing plan for Mendocino Mineral Water. Subsequently, Mr. Drew started Jerold S. Drew Painting which has remained in profitable business for the past thirty years.

Mr. Drew earned his degree from California State University, Sacramento, in Business Management. For approximately twenty years, Mr. Drew was also the high school head cross country and track coach at Ukiah Unified School District until 2004 where his athletes were league, section, state and national champions.

Glenn Soler. Mr. Glen Soler was born in Boston, Massachusetts and graduated from the Northeastern University of Boston with an Associates Degree in Computer Science. Glenn speaks English and Spanish fluently. Since 1997, he has combined his bi-lingual skills and automation expertise to conduct business as a liaison between multinational companies in the U.S and foreign companies, especially in Mexico, Latin and South America. Mr. Soler's contacts and business expertise will be very instrumental in negotiating for mineral asset acquisitions in the US and other countries.

Marc Duncan. Mr. Duncan was appointed as a member of our Board of Director effective January 9, 2012. During the past thirty-five years, Marc Duncan has held a variety of domestic and international engineering and senior-level operations management positions relating to natural gas and oil exploration, power generation and facilities development. Mr. Duncan has become well established and known in the energy resources industry.

Since 2005, Mr. Duncan has been employed by Contango Oil & Gas Inc. (“Contango Oil & Gas”). Mr. Duncan joined Contango Oil & Gas where he held the position of president and chief operating officer. He currently holds the position of vice-chairman of the operating committee and SERCO. Mr. Duncan is currently responsible for drilling and development of the oil and gas assets of Contango Oil & Gas located in the Gulf of Mexico. Prior to joining Contango Oil & Gas, Mr. Duncan served as president & chief operating officer of USENCO International, Inc. and related companies, drilling and producing oil & gas in China and the Ukraine from 2001-2004. From 2004 through 2005, he was a senior project and drilling engineer for Hunt Oil Company. Mr. Duncan’s experience further includes geothermal and coal fired power generation development in China and Indonesia from 1995-2001. Previous employers also include SEDCO Drilling, ARCO Oil and Gas Co. and Texas Utilities.

Mr. Duncan holds an MBA in Engineering Management from the University of Dallas, an MEd from the University of North Texas and a BS in Science and Education from Stephen F. Austin State University. Mr. Duncan has been a member of the Society of Petroleum Engineers since 1981 and also serves on the Stephen F. Austin State University School of Business Advisory Board.

Allen Lopez. Mr. Lopez was appointed as a member of our Board of Directors effective April 5, 2012. During the past thirty years, Allen Lopez has been involved in the real estate industry and the oil and gas industry. Currently, Mr. Lopez is a director of oilfield services with M. Nasr Partners P.C., where he has been involved in mixed use planned development projects for the past ten years. Mr. Lopez was also the former president of Canaan Consulting Inc., where he had over twenty years experience in real estate, which included working for national home builders and international development companies. Mr. Lopez also acted as general partner for many of his own projects where he developed extensive experience in master planned communities, town homes, single/multi-family residences, custom homes, high rise condominiums and multi-use/office retail projects. Certain of these projects include the following:

·	M. Nasr Partners
o		Heron Lakes - Master Planned/Mixed Use Golf Course Community (550 acres, includes office, hotel, retail, townhome, single family starter and single family custom)

o	Indio Springs – Master Planned/Mixed Use Golf Course Community (600 acres, includes hotel, country club, condominiums, single family and custom homes)
o	Lake Conroe Hills – (300 lot waterfront single family development with marina)

o	Island Park – Master Planned/Mixed Use Water Front Community (700 acres, includes single family, acre+ estate homes, yacht club, marina, hotel & conference center)
o	Parkway Lakes – (220 acre single family community w/retail frontage)

o	Cypress Wood Trails – (60 acre 328 lot manufactured home community)
o	Parkway Village (Dutton) – (110 acre Commercial/Mixed Use property with senior citizen aging in place housing)

·	David Weekley Homes/McGuire Home Builders
o		Grand Mission – 688 acre Master Planned/Mixed Residential Development

o		Mission Bend – 200 acre Single Family Starter Community

·	George Whimpey Development – Morrison Homes

o	Aberdeen Trails – 300 acre Single Family First Move Up Community
o	Aberdeen Green – 1100 acre First Time Home Buyer Community

o		Westfield Estates – 600 acre Mixed Use First/Second Move Up Community

·	Ryland Homes

o	Heron Lakes – 127 lot Golf Course Townhome Community
o	Lake Olympia – 300 Acre Water Front Mixed/Use Master Planned Community

·	Commonwealth Housing Corporation
o		Tapatio Springs – 1600 acre Master Planned/Mixed Use Golf Course Resort Community with residential single family and custom homes

o	Rancho Sierra – 1200 acre Estate Lot Custom Community
o	Mason Heights – 170 acre single family starter community

o	Savannah Plantation – 1600 acre Estate Lot Custom Lakefront Community
o	Sienna Plantation – 2400 acre Master Planned/Mixed Use Golf Course Community with single family and custom homes

o		Greenhouse Landing – 110 lot Starter Home Community

·	Pavillion Development (Hispanic First Time Homebuyer Communities)

o	Las Brisas – Single Family starter homes
o	Las Terrazas – Single Family starter homes

o		Las Alamedas – Single Family starter homes

·	Avante REIT

o		1400 acre Land Acquisition

·	Ariete Holdings

o		700 acre Land Acquisition

·	Alpha Tech Development

o		Rose Lakes – 330 acre Master Planned/Mixed Residential Development

·	Advantage Capital Funding, Noble Mortgage, Money Mortgage & Atlas Development

o	Acted as a project evaluation consultant on a various Residential/Land/Commercial/Mixed Use projects

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

Tricia Oakley. Ms. Oakley was appointed as our Secretary effective August 2, 2011. During the past thirty years, Ms. Oakley has been employed as a legal secretary. Her experience ranges from corporate/environmental issues to estate planning, trusts and probate. Since 1997, Ms. Oakley has operated her own business providing secretarial services to attorneys practicing in a wide variety of law fields. Ms. Oakley currently assists attorneys who are practicing corporate, pro bono non-profit, family law and trusts. Ms. Oakley attended Empire College, School of Business, and obtained her Legal Secretarial Sciences degree in 1979.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our officer and directors who devotes up to 20 hours per week to company matters.

Our officers and directors have not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

Our officers and directors have not been convicted in any criminal proceeding (excluding traffic violations) nor is he subject of any currently pending criminal proceeding.

We conduct our business through agreements with consultants and arms-length third parties. We pay our consulting geologist the usual and customary rates received by geologists performing similar consulting services.

COMMITTEES OF THE BOARD OF DIRECTORS

As of the date of this Annual Report, we have not established an audit committee, a compensation committee nor a nominating committee. In the event the Merger Agreement is not consummated, we intend within the next fiscal quarter to establish such committees and adopt and authorize certain corporate governance policies and documentation.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers other than Jerry Drew is the brother of Tricia Oakley.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons that may be deemed promoters is or have been involved in any legal proceeding concerning: (i) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activity; or (iv) being found by a court, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended December 31, 2011.

CODE OF ETHICS

Our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

·	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
·	Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us;

·	Compliance with applicable governmental laws, rules and regulations;
·	The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and

·	Accountability for adherence to the Code.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to our Chief Executive Officer and those executive officers that earned in excess of $100,000 during fiscal years ended December 31, 2011 and 2010 (collectively, the “Named Executive Officers”):

SUMMARY COMPENSATION TABLE

	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($) (2)(3)

Stewart Jackson,	2010		24,000		-0-		-0-			-0-		-0-		-0-		-0-		24,000
prior President and CEO	2011		24,000		-0-		-0-			-0-		-0-		-0-		-0-		24,000

David Figueiredo, President and CEO	2011		48,000		-0-		(1	)		-0-		-0-		-0-		-0-		48,000

(1) In accordance with the terms of appointment of Mr. Figueiredo, we issued to Mr. Figueiredo an aggregate of 4,000,000 shares of common stock valued at $0.005 per share.

STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 2011

We do not have a Stock Option Plan and, therefore, no stock options have been granted to our Named Executive Officers during fiscal year ended December 31, 2011.

The following table sets forth information relating to compensation paid to our directors during fiscal year ended December 31, 2011 and 2010:

DIRECTOR COMPENSATION TABLE

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Stewart Jackson
2010		-0-		-0-			-0-		-0-		-0-		-0-		-0-
2011 (1)		-0-		-0-			-0-		-0-		-0-		-0-		-0-

Glenn Soler
2011		-0-		20,000	(1)		-0-		-0-		-0-		-0-		-0-
2010		-0-		-0-			-0-		-0-		-0-		-0-		-0-

David Figueiredo
2011		-0-		-0-			-0-		-0-		-0-		-0-		-0-

Jerry Drew
2011		-0-		25,000	(1)		-0-		-0-		-0-		-0-		-0-

Marc Duncan
2011		-0-		20,000	(1)		-0-		-0-		-0-		-0-		-0-

Paul Murphy (2)		-0-		-0-			-0-		-0-		-0-		-0-		-0-

(1)	Dr. Jackson resigned from the Board of Directors effective July 29, 2011.

(2)	Mr. Murphy resigned from the Board of Directors effective March 25, 2012.

EMPLOYMENT AND CONSULTING AGREEMENTS

Jackson Consultant Agreement

We have entered into the five-year Jackson Consultant Agreement pursuant to which Dr. Jackson, as our prior chief executive officer and a member of the Board of Directors, would provide certain consulting services to us, including, but not limited to, contact with precious metal assets for acquisition in North America. Dr. Jackson shall be entitled to monthly compensation of $2,000 representing aggregate compensation of $120,000. The compensation may be paid by cash or issuance of shares of common stock priced at the ten-day average each month. Dr. Jackson resigned as the President/Chief Executive Officer, Treasurer/Chief Financial Officer and a member of our Board of Directors effective July 29, 2011.

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of the date of this Annual Report, the following table sets forth certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Annual Report, there are 165,172,820 shares of common stock issued and outstanding.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership (1)			Percentage of Beneficial Ownership

Directors and Officers:

David Figueiredo 2312 N. Green Valley Pkwy. Suite 1026 Henderson, Nevada 89014		7,666,666	(2)		4.64	%

Glen Soler 2312 N. Green Valley Pkwy. Suite 1026 Henderson, Nevada 89014		5,000,000			3.03	%

Jerry Drew 2312 N. Green Valley Pkwy. Suite 1026 Henderson, Nevada 89014		5,000,000			3.03	%

Mark Duncan 2312 N. Green Valley Pkwy. Suite 1026 Henderson, Nevada 89014		6,000,000			3.63	%

Allen Lopez 2312 N. Green Valley Pkwy. Suite 1026 Henderson, Nevada 89014		5,000,000			3.03	%

Tricia Oakley 2312 N. Green Valley Pkwy. Suite 1026 Henderson, Nevada 89014		6,000,000	(3)		3.63	%

All executive officers and directors as a group (6 persons)		33,666,666			22.20	%
5% or Greater Beneficial Owners:
None

*	Less than one percent.

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Annual Report. As of the date of this Annual Report, there are 165,172,820 shares issued and outstanding.

(2)	Of the 6,666,666 shares, Mr. Figueiredo directly holds 6,000,000 shares of record and 1,000,000 shares jointly with Dana Figueiredo.

(3)	Of the 6,000,000 shares, Ms. Oakley directly holds 3,000,000 shares of record and 3,000,000 shares jointly with Mark Oakley.

CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Except for the transactions described below, none of our directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has materially affected or will materially affect us during fiscal year ended December 31, 2010.

Our management is involved in other business activities and may,in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended December 31, 2011, we incurred $9,283.75 in fees to our principal independent accountant for professional services rendered in connection with the audit of our financial statements for fiscal year ended December 31, 2011 and for the review of our financial statements for the quarters ended March 31, 2011, June 30, 2011 and August 31, 2011.

During fiscal year ended December 31, 2010, we incurred approximately $18,688 in fees to our principal independent accountant for professional services rendered in connection with the audit of our financial statements for fiscal year ended December 31, 2010 and for the review of our financial statements for the quarters ended March 31, 2010, June 30, 2010 and September 30, 2010.

During fiscal year ended December 31, 2011, we did not incur any other fees for professional services rendered by our principal independent accountant for all other non-audit services which may include, but is not limited to, tax-related services, actuarial services or valuation services.

PART IV

Item 15. Exhibits

This needs to be updated by considerable amount. It should list every exhibit filed and the report it was filed and date.

Exhibit Number		Description

3(i)		Articles of Incorporation (1)

3(ii)		Bylaws (1)

10.1		Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and LV Media Group.(2)

10.2		Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Paul Murphy. (2)

10.3		Consulting Agreement dated November 1, 2010 between Denarii Resources Inc. and Ariel Serrano.(2)

10.4		Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Steve Claus. (2)

10.5		Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and David Figueiredo.(2)

10.6		Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Stewart Jackson. (2)

10.7		Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $64,607.37. (3)

10.9		Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $67,774.88. (3)

10.10		Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $38,635.21. (3)

10.11		Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $60,186.33. (3)

10.12		Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $38,708.53. (3)

7.1		Letter of Agreement from Seale & Beers, CPA (4)

99.1		Summary Report on the McNab Molybdenum Property, HowSound BC dated April 2006 by Greg Thomson B.Sc., P. Geo. and James Laird, Laird Exploration Ltd.

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.

32.1		Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant To Section 906 of the Sarbannes-Oxley Act.

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1) Incorporated by reference from our Registration Statement on Form SB-2 filed with the Commission on June 16, 2006.

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

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

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

DENARII RESOURCES INC.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DOUBLE CROWN RESOURCES INC.

Dated: May 17, 2012	By:	/s/ David Figueiredo
		David Figueiredo
		President/Chief Executive Officer

	DOUBLE CROWN RESOURCES INC.

Dated: May 17, 2012	By:	/s/ David Figueiredo
		David Figueiredo
		Chief Financial Officer

DOUBLE CROWN RESOURCES, INC.

(formerly "Denarii Resources, Inc.")

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS