DOUBLE CROWN RESOURCES INC. - FORM 10-K

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EXCEL - IDEA: XBRL DOCUMENT - DOUBLE CROWN RESOURCES INC.	Financial_Report.xls
EX-23.1 - CONSENT LETTER - DOUBLE CROWN RESOURCES INC.	ddcc_ex231.htm
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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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, 2012

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

For the transition period from ________ to ________

COMMISSION FILE NO. 000-53389

DOUBLE CROWN RESOURCES, INC.

(Name of small business issuer in its charter)

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

2312 N. GREEN VALLEY PKWY.

SUITE 1026

HENDERSON, NEVADA 89014

(Address of principal executive offices)

707-961-6016

(Issuer's telephone number)

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

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

COMMON STOCK, $0.001

(Title of Class)

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 x

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 day of the registrant’s most recently completed fiscal quarter: December 31, 2012 $212,933,065.

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 March 28, 2013 Common Stock, $0.001 212,365,065 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		3

Item 1A.	Risk Factors		9

Item 2.	Properties		15

Item 3.	Legal Proceedings		15

Item 4.	Mine Safety Disclosures		15

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		16

Item 6.	Selected Financial Data		20

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation		21

Item 8.	Financial Statements and Supplemental Data		25

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		26

Item 9A.	Controls and Procedures		26

Item 9B.	Other Information		28

Item 10.	Directors, Executive Officers and Corporate Governance		29

Item 11.	Executive Compensation		35

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		36

Item 13.	Certain Relationships and Related Transactions and Director Independence		38

Item 14.	Principal Accountant Fees and Services		38

Item 15.	Exhibits and Financial Statement Schedules		39

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, 100 F Street NE, 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

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”) 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 bulk tonnage configuration.

In accordance with the terms and provisions of the Option: (i) upon execution of certain documentation and transfer of title, we paid $5,000 and issued 250,000 shares of common stock to the Kwiatkowskis; (ii) at the end of year one, on February 9, 2012, we issued the Kwiatkowskis 512,821 shares as payment for the $20,000 due under the terms of the Option; (iii) at the end of year two, on February 9, 2013, we will pay to Kwiatkowski a further $30,000 either in half cash and half shares or all shares at the option of the Kwiatkowskis; (iv) each anniversary thereafter, we shall pay to Kwiatkowskis $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.

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

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

McNab Property

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

BC Tenure #	Work Due Date Units	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, 2012. The property was 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. We did not renew our mineral claim on this property when it expired in August 2012.

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

We have also expanded our business plan to include an increased focus on the oilfield services sector. We are in the process of negotiating contracts to supply industrial quantities of commodities to on-shore oil and gas drilling operations in the United States. We believe that within the continental United States, thousands of wells are being drilled and will continue to be drilled over the next thirty years. Many of these wells require hydraulic fracturing (fracking) to access the oil and gas reserves trapped in hundreds of miles of brittle shale rock thousands of feet below the surface. The hydraulic fracturing process requires a number of specialized commodities, including a unique type of sand, known as “frac-sand” or “proppant,” that can hold its shape under intense pressure and heat and is porous enough to allow thousands of gallons of oil or millions of cubic feet of gas to seep through it to the drill pipe. A typical frac-well will use 2,200 tons of this type of frac-sand. Other materials required for hydraulic fracturing include, guar gum, barite, and a variety of industrial chemicals.

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

Also in March 2013, we executed a Memorandum of Understanding with Synergy Natural Resources, LLC (“Synergy”), a Georgia-based industrial design and manufacturing company (the “Synergy MOU”) to acquire Synergy and its assets. The assets we intended to acquire included the PASS Box, a portable aggregate transport system, which Synergy had developed. Under the terms of the Synergy MOU, we were given a ninety-day period to conduct due diligence on Synergy and the assets to be acquired. During this due diligence period, we reached the conclusion that an acquisition of Synergy was not in the best interests of our Company and terminated the Synergy MOU. We have no further obligations or connections to Synergy as of the date of filing this Annual Report.

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, labor 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 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 have any full-time or part-time employees. Jerry Drew is our President/Chief Executive Officer and acting Chief Financial Officer. This individual is primarily responsible for all of our day-to-day operations. Tricia Oakley is our Secretary and Treasurer. Other services are provided by outsourcing, consultant, and special purpose contracts.

CONSULTANTS

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. The Summerfield Agreement expired on February 9, 2013; however, Ms. Summerfield continues to perform services for us.

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. The Serrano Agreement expired on February 9, 2013.

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. The IBA Agreement expired on February 9, 2013.

Van Buren Investments, Consultant. The Board of Directors authorized in a special meeting held on February 9, 2012 a consultant arrangement (the “Van Buren Agreement”) with Van Buren Associates (“Van Buren”). Pursuant to the Van Buren Agreement: (i) Van Buren 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 Van Buren 5,000,000 shares of our restricted common stock at a per share price of $0.01. The Van Buren Agreement expired on February 9, 2013.

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 March 2, 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. The LV Media Agreement expired on March 2, 2013.

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 been engaged in organizational and exploration-stage 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 $3,461,437 for the period from inception (March 23, 2006) to December 31, 2012, and have no revenues to date. For fiscal years ended December 31, 2012 and 2011, we incurred a net loss of $1,012,200 and $1,365,124, respectively. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral claims and oilfield services operations. These factors raise substantial doubt that we will be able to continue as a going concern. Patrick Rodgers, CPA, PA, 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, 2012 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 fluctuate 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, 2012 and December 31, 2011 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 prospective properties.

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 well as other governmental regulations 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 to be 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 officers and key consultants resign or terminate their association with us for any reason. Due to our limited operating history and financial resources, we are entirely dependent on the continued service of Jerry Drew as our President/Chief Executive Officer/Chief Financial Officer and a director. Further, we do not have key man life insurance on this individual. 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 our officers or directors 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 December 31, 2012, we have 180,301,125 shares of common stock issued and outstanding. As of December 31, 2012, 82,284,832 of those outstanding shares of our common stock 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. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.

ITEM 4. MINE SAFETY 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, 2012	$	0.018	$	0.018
September 30, 2012		0.008		0.007
June 30, 2012		0.014		0.014
March 31, 2012		0.019		0.019
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, 2013, we had 258 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.

Common Stock Purchase Warrants

As of the date of this Annual Report, there are no common stock purchase warrants issued and outstanding. The aggregate of 1,966,666 common stock purchase warrants that were issued and outstanding as of December 31, 2011 were cancelled on June 30, 2012. An aggregate of 10,000,000 common stock purchase warrants were granted during the first quarter of 2012 with a weighted average exercise price of $0.005 per share and an expiration date of January 31, 2012. The 10,000,000 common stock purchase warrants were all exercised prior to the January 31, 2012 expiration date.

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during fiscal year ended December 31, 2012, 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.

SHARES ISSUED

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

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

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

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

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

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

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

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

On April 5, 2012 the Company issued 3,000,000 shares to independent contractors for services contracts in the amount of $45,000. The market price per share at issuance was $0.015.

On April 5, 2012 the Company issued 199,995 shares for $1,500 cash. The share price paid was $0.0075 per share.

On April 27, 2012 the Company issued 133,330 shares for $1,000 cash which resulted in a share price paid of $0.0075. On the same day, the Company issued another 150,000 shares for $3,000 cash which resulted in a share price paid of $0.02.

On April 27, 2012 the Company erroneously issued Mr. Norman Palmer 133,330 shares which we later canceled and returned to the treasury in the following quarter due to lack of consideration.

On April 27, 2012 the Company issued 5,100,000 shares which were previously issuable and authorized on February 9, 2012.

During the quarter ended September 30, 2012 1,995,000 shares were issued for cash of $2,850 with $9,413 still owed, and 2,000,000 shares were issued for services valued at market for $10,000.

During the final quarter ended December 31, 2012, the Company received $5,000 of cash for shares issued of 666,650 and collected $5,450 of previous common stock receivables.

The Company issued 750,000 shares for services valued at $5,250.

The Company cancelled 4,000,000 shares of services valued at $40,000 for nonperformance and reduced stock for services by $22,500 for cancellation of shares to be issued.

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.

2012 PRIVATE PLACEMENTS

During fiscal year ended December 31, 2012, we completed a private placement offering (the “Third Private Placement Offering”) with certain United States residents. In accordance with the terms and provisions of the Third Private Placement, we authorized the issuance to certain investors an aggregate of 1,460,000 shares of common stock at a per share price of $0.02. During fiscal year ended December 31, 2012, we completed a further private placement offering (the “Fourth Private Placement Offering”) with certain United States residents. In accordance with the terms and provisions of the Fourth Private Placement Offering, we authorized the issuance to certain investors an aggregate of 3,128,305 shares of common stock at a per share price of $0.0075.

The shares under the Third Private Placement Offering and the Fourth 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 Third Private Placement Offering and the Fourth 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, 2012, we issued and authorized the issuance of an aggregate of 24,250,000 shares of our restricted common stock for services as follows:

●	On January 9, 2012, we issued 5,000,000 shares of common stock at $0.017 per share to independent contractors for services valued at $85,000.

●	On February 9, 2012, we issued 1,000,000 shares of common stock at $0.039 per share ($39,000 total value) to Glenn Soler, a related party for consulting services. Of this issuance, $6,000 was in satisfaction of payables owed to Mr. Soler and the remaining $33,000 in value was for related party consulting expenses.

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

●	On April 5, 2012, we issued 3,000,000 shares to independent contractors for services contracts in the amount of $45,000. The market price per share at issuance was $0.015.

●	During the quarter ended September 30, 2012, we issued 2,000,000 shares for services valued at market at $10,000.

●	During the quarter ended December 31, 2012, we issued 750,000 shares for services valued at $5,250.

●	During the fiscal year ended December 31, 2012, we issued 6,000,000 shares of common stock to the members of our Board of Directors for services valued at $90,000.

The aggregate of 24,250,000 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 February 9, 2012, we issued an aggregate of 512,821 shares of common stock to the Kwiatkowskis. In accordance with the terms and provisions of the Option, upon execution of certain documentation and transfer of title, we paid $5,000 and issued 250,000 shares of common stock to the Kwiatkowskis in 2011; at the end of year one of the Option, on February 9, 2012, we issued the aggregate of 512,821 shares as payment called for in the terms of the Option valued at $20,000. The aggregate shares of common stock were issued to non-United States residents 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 Kwiatkowskis 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

In the fiscal year ended December 31, 2012, we did not issue any shares of common stock for the conversion of accounts payable.

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, 2012 and 2011 and the selected balance sheet data as of December 31, 2012 and 2011 are derived from our audited financial statements, which are included elsewhere herein.

	Fiscal Years Ended December 31, 2012 and 2011						For the Period from March 23, 2006 (inception) to December 31, 2012
STATEMENT OF OPERATIONS DATA
Revenue		-0-			-0-			-0-

Operating Expenses

Impairment of mineral property acquisition costs	$	-0-		$	60,250		$	70,250
Impairment of prepaid royalties		-0-			124,200			124,795
Professional Fees		674,487			360,903			1,769,028
Office- General Expenses		75,571			71,292			171,749
Office – General Expenses – Related Party		33,000			424,379			731,848

Total Operating Expenses	$	783,058		$	1,040,214		$	2,867,670
Net Loss from Operations	$	(783,058)		$	(1,040,214	)	$	(2,867,670	)
Other Expense
Interest expense		15,141			11,178			26,319
Interest expense – related party		93,967			26,857			120,824
Civil Claim Contingency		-0-			286,875			286,875
Financing cost – related party		120,034			-0-			159,749
Total Other Expense		229,142			324,910			593,767
Net Loss		(1,012,200	)		(1,365,124	)		(3,461,437	)
BALANCE SHEET DATA
Total Assets	$	3,273		$	38,120
Total Liabilities		1,257,638			1,179,625
Stockholders Equity/Deficit	$	(1,254,365)		$	(1,141,504	)

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 (March 23, 2006) to fiscal year ended December 31, 2012, 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, 2012 Compared to Fiscal Year Ended December 31, 2011.

Our net loss for fiscal year ended December 31, 2012 was ($1,012,200) compared to a net loss of ($1,365,124) during fiscal year ended December 31, 2011 (a decrease of $352,924). During fiscal years ended December 31, 2012 and 2011, we did not generate any revenue.

During fiscal year ended December 31, 2012, we incurred operating expenses of approximately $783,058 compared to $1,040,214 incurred during fiscal year ended December 31, 2011 (a decrease of $257,156). These operating expenses incurred during fiscal year ended December 31, 2012 consisted of: (i) professional fees of $ 674,487 (2011: $360,903); (ii) office – general expenses of $75,571 (2011: $71,292); and (iii) general expenses – related party of $33,000 (2011: $424,379).

Operating expenses incurred during fiscal year ended December 31, 2012 compared to fiscal year ended December 31, 2011 decreased primarily due to the removal of impairment of mineral property acquisition costs of $60,250 and the impairment of prepaid royalties of $124,200 that we incurred in the fiscal year ended December 31, 2011 and a reduction in general expenses – related party of $391,379. However, our professional fees increased by $313,584 related to the increase in the scope of our business plan to include oilfield services operations and increased compliance costs. 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, 2012 were: (i) interest expense of $15,141 (2011: $11,178; (ii) interest expense – related party of $93,967 (2011: $26,857); and (iii) financing cost – related party of $120,034 (2011: $-0-).

Of the $ 738,058 incurred as operating expenses during fiscal year ended December 31, 2012, we incurred consulting fees of $0 payable to our officers and directors.

Our net loss during fiscal year ended December 31, 2012 was ($1,012,200) or ($0.01) per share compared to a net loss of ($1,365,124) or ($0.02) per share during fiscal year ended December 31, 2011. Our net loss during fiscal year ended December 31, 2012 decreased primarily due to our not recording of the civil claim contingency we recorded in 2011 and the decrease in operating expenses as discussed above. The weighted average number of shares outstanding was 171,047,400 for fiscal year ended December 31, 2012 compared to 89,147,807 for fiscal year ended December 31, 2011.

LIQUIDITY AND CAPITAL RESOURCES

Fiscal Year Ended December 31, 2012

As at fiscal year ended December 31, 2012, our current assets were $3,273 and our current liabilities were $1,078,551, which resulted in a working capital deficit of $ 1,075,278. As at fiscal year ended December 31, 2012, current liabilities were comprised of: (i) $ 43,150 in accounts payable; (ii) $ 77,998 in accounts payable – related parties; (iii) $563,206 in disputed liability – related party; (iv) $105,604 in accrued interest – related party; (v) $132,382 in convertible promissory notes – related party; and (vi) $156,211 in convertible debt – related parties. .

As at December 31, 2012, our total assets were $3,273. The total assets in fiscal year ended December 31, 2011 was $38,120.

As of December 31, 2012, our total liabilities were $1,257,638 comprised of: (i) $1,078,551 in current liabilities; (ii) $149,087 in mineral prospect obligation; and (iii) $30,000 in convertible debt – long term portion. The increase in liabilities during fiscal year ended December 31, 2012 from fiscal year ended December 31, 2011 was primarily due to the recording of additional accrued interest– 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 $801,192 due to Falco, of which $132,382 has been reported as convertible debt, $563,206 as a disputed liability – related party and $105,604 as accrued interest. We have decided to contest the current balance claimed to be due to Falco. See “Item 3. Legal Proceedings”.

Stockholders’ Deficit increased from ($1,141,505) for fiscal year ended December 31, 2011 to Stockholders’ Deficit of ($1,254,365) for fiscal year ended December 31, 2012.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For fiscal year ended December 31, 2012, net cash flows used in operating activities was ( $126,617), consisting primarily of a net loss of ($ 1,012,200). Net cash flows used in operating activities was adjusted by: (i) $ 662,450 for shares issued for services; and (ii) $120,034 for financing cost of warrants issued. Net cash flows used in operating activities was further changed by an increase of $ 2,200 in convertible debt for consulting, $13,709 in accrued interest, and $ 95,162 in accrued interest to a related party, and by a decrease of $ 7,972 in accounts payable and accrued expense.

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) $503,633 for shares issued for services; (ii) $60,250 for impairment of mineral property acquisition costs; (iii) $124,200 for impairment of prepaid royalties; and (iv) $286,875 for civil claim contingency. Net cash flows used in operating activities was further changed by a decrease of $18,595 in accounts payable and accrued expense and an increase in $94,572 in convertible debt for consulting, $11,178 in accrued interest and $20,881 in accrued interest to a related party.

Cash Flows from Investing Activities

For fiscal years ended December 31, 2012 and December 31, 2011, 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, 2012, net cash flows provided by financing activities was $91,770 consisting of 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. After a change in management, we recognized the future remaining obligation based on the contract to Mr. Jackson and accrued it at its present value on the financial statements using a 12% discount rate over fifty-one months. This resulted in $89,596 being recorded as a related party debt. In addition to the $89,596, another $5,976 was accrued as of December 31, 2011 and interest expense of $10,439 has been recorded for the fiscal year ended December 31, 2012, for a total debt of $106,011. We are disputing this liability.

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 former 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, 2012, the amount owed to Mr. Figueiredo is $48,000 or the issuance of 1,600,000 shares of common stock at $0.03 per share. The company is disputing the amount owed based upon their contention that the services were not adequately performed. The company continues to accrue the liability until such time as a formal resolution is agreed upon.

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, 2012 and December 31, 2011 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	F-1

REPORT OF PRIOR INDEPENDANY REGISTERED PUBLIC ACCOUNTING FIRM	F-2

BALANCE SHEETS AS AT DECEMBER 31, 2012 AND DECEMBER 31, 2011.	F-3

STATEMENTS OF OPERATIONS FOR FISCAL YEARS ENDED DECEMBER 31, 2012 AND DECEMBER 31, 2011 AND FOR THE PERIOD FROM INCEPTION (MARCH 23, 2006) TO DECEMBER 31, 2012.	F-4

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD FROM INCEPTION (MARCH 23, 2006) TO DECEMBER 31, 2012.	F-5

STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2012 AND DECEMBER 31, 2011 AND FOR THE PERIOD FROM INCEPTION (MARCH 23, 2006) TO DECEMBER 31, 2012.	F-6

NOTES TO FINANCIAL STATEMENTS.	F-7

Patrick Rodgers, CPA, PA

309 E. Citrus Street

Altamonte Springs, FL 32701

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Double Crown Resources, Inc.

I have audited the accompanying balance sheets of Double Crown Resources, Inc. as of December 31, 2012 and the statements of operations, stockholders’ equity, and cash flows for the year ended December 31, 2012. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. 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. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Double Crown Resources, Inc. as of December 31, 2012 and the results of its operations and its cash flows for the year period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Patrick Rodgers, CPA, PA

Altamonte Springs, Florida

April 12, 2013

F-1

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 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 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-2

DOUBLE CROWN RESOURCES, INC.
(formerly "Denarii Resources, Inc.")
(An Exploration Stage Company)
BALANCE SHEETS

	December 31,
Assets:	2012			2011
Current assets
Cash	$	3,273		$	38,120
Total current assets		3,273			38,120

Total current assets	$	3,273		$	38,120

Liabilities:
Current Liabilities
Accounts payable and accrued expenses	$	43,150		$	50,208
Accounts payable- disputed		77,998			83,998
Disputed Liability - Related Party (Notes 7)		563,206			563,206
Accrued Interest - Related Party (Notes 7)		105,604			20,881
Note payable- related party (Note 7)		132,382			132,382
Debt- related parties (Note 5)		156,211			143,572
Convertible debt - non-related party (Note 4 & 6)		-			20,000
Total current liabilities		1,078,551			1,014,247

Non-Current Liabilities:
Mineral prospect obligation (Note 4)		149,087			135,378
Debt- long term (Note 4)		30,000			30,000
Total Long Term Liabilities		179,087			165,378
Total liabilities		1,257,638			1,179,625

STOCKHOLDERS' DEFICIT

Common stock; 500,000,000 shares authorized at $0.001 par
value; 180,301,125 and 148,549,999 shares issued and
outstanding, respectively		180,301			148,550
Stock subscription payable		-			1,000
Stock subscription receivable		-			(24,000	)
Additional paid-in capital		2,026,771			1,182,182
Deficit accumulated during exploration stage		(3,461,437	)		(2,449,237	)
Total Stockholders' Deficit		(1,254,365	)		(1,141,504	)

Total Liabilities and Stockholders' Deficit	$	3,273		$	38,120

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 OPERATIONS

	2012			2011			2012
Revenues	$	-		$	-		$	-
Cost of Services		-			-			-

Gross Margin		-			-			-

Operating Expenses:
Impairment of mineral property acquisition costs		-			60,250			70,250
Impairment of prepaid royalties		-			124,200			124,795
Professional fees		674,487			360,093			1,769,028
Office - general expenses		75,571			71,292			171,749
General expenses - related party		33,000			424,379			731,848
Total Operating Expenses		783,058			1,040,214			2,867,670

Operating Loss		(783,058	)		(1,040,214	)		(2,867,670	)

Other (Income) Expenses
Interest Expense		15,141			11,178			26,319
Interest Expense - related party		93,967			26,857			120,824
Civil Claim Contingency		-			286,875			286,875
Financing cost - related party		120,034			-			159,749
Total Other Expenses		229,142			324,910			593,767

Net Loss Before Income Taxes		(1,012,200	)		(1,365,124	)		(3,461,437	)

Income Tax		-			-			-

Net Loss	$	(1,012,200	)	$	(1,365,124	)	$	(3,461,437	)

Loss per Share, Basic & Diluted	$	(0.01	)	$	(0.02	)

Weighted Average Shares Outstanding		171,047,400			89,147,807

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

F-4

DOUBLE CROWN RESOURCES, INC.
(formerly "Denarii Resources, Inc.")
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
From Inception March 23, 2006 through December 31, 2012

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

Balance at inception - March 23, 2006		-		$	-		$	-			-			-			-		$	-		$	-
Shares issued to founder's		48,000,000			48,000			(38,000	)		-			-			-			-			10,000
Net (loss)		-			-			-			-			-			-			(22,826	)		(22,826	)

Balance, December 31, 2006		48,000,000			48,000			(38,000	)		-			-			-			(22,826	)		(12,826	)
Shares issued for cash		2,688,000			2,688			42,112			-			-			-			-			44,800
Cancellation of founder's		(2,988,000	)		(2,988	)		2,988			-			-			-			-			-
Net (loss)		-			-			-			-			-			-			(41,575	)		(41,575	)

Balance, December 31, 2007		47,700,000			47,700			7,100			-			-			-			(64,401	)		(9,601	)
Shares issued for cash		600,000			600			9,400			-			-			-			-			10,000
Shares issued for services		12,000,000			12,000			188,000			-			-			-			-			200,000
Shares payable for services		-			-			9,400			600,000			600			-			-			10,000
Net (loss)		-			-			-			-			-			-			(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		600,000			600			-			(600,000	)		(600	)		-			-			-
Net (loss)		-			-			-			-			-			-			(186,740	)		(186,740	)

Balance, December 31, 2009		60,900,000			60,900			213,900			-			-			-			(484,239	)		(209,439	)
Shares issuable for Cash
paid to vendors		-			-			23,300			1,700,000			1,700			-			-			25,000
Shares issuable for Cash paid
directly to related parties		-			-			38,000			2,000,000			2,000			-			-			40,000
Beneficial conversion feature
on convertible notes		-			-			39,715			-			-			-			-			39,715
Shares issued for services		1,000,000			1,000			139,000			-			-			-			-			140,000
Shares issuable for services		-			-			90,000			4,333,333			4,333			-			-			94,333
Net (loss)		-			-			-			-			-			-			(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		8,033,333			8,033						(8,033,333	)		(8,033	)
Shares payable for mineral
property rights		250,000			250			5,000			-			-			-			-			5,250
Shares issued for debt conversion		2,300,000			2,300			62,900			-			-			-			-			65,200
Shares payable for services		300,000			300			3,300			-			-			-			-			3,600
Share subscriptions payable		500,000			500			4,500			-			-			-			-			5,000
Share subscriptions payable		-			-			4,000			1,000,000			1,000			-			-			5,000
Shares subscriptions receivable		4,800,000			4,800			19,200			-			-			(24,000	)		-			-
Shares issued for cash		30,600,000			30,600			142,401			-			-			-			-			173,001
Shares issued for services		39,866,666			39,867			396,966			-			-			-			-			436,833
Net (loss)		-			-			-			-			-			-			(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	)
Shares issued for services		17,250,000			17,250			381,500			-			-			-			-			398,750
Shares issued for cash		8,654,980			8,655			65,508			-			-			5,450			-			79,613
Shares cancelled		(2,800,000	)		(2,800	)		(11,200	)		-			-			14,000			-			-
Warrants issued		-			-			120,034			-			-			-			-			120,034
Shares subscription payable		-			-			21,000			1,500,000			1,500			-			-			22,500
Shares subscription payable issued
for cash		1,000,000			1,000			-			(1,000,000	)		(1,000	)		-			-			-
Shares issued for mineral rights debt		512,821			513			19,487			-			-			-			-			20,000
Shares subscription payable		-			-			190,000			5,000,000			5,000									195,000
Shares issued for conversion of debt		1,000,000			1,000			38,000			-			-			-			-			39,000
Shares subscription payable		-			-			3,800			200,000			200			-			-			4,000
Cash paid on common stock
receivable		-			-			-			-			-			10,000			-			10,000
Cash received		-			-			1,000			-			-			-			-			1,000
Cash received for shares		199,995			200			1,300			-			-			-			-			1,500
Shares subscription payable		-			-			70,000			5,000,000			5,000			-			-			75,000
Subscription payable		100,000			100			-			(100,000	)		(100	)		-			-			-
Shares issued for subscription		5,000,000			5,000			-			(5,000,000	)		(5,000	)		-			-			-
Shares adjusted for services		(300,000	)		(300	)		300			-			-			-			-			-
Subscription cancelled		-			-			100			(100,000	)		(100	)		-			-			-
Cash received on common
Stock receivable														1,000			(1,200	)					(200	)
Cash adjusted		-			-			-			-			-			(4,357	)		-			(4,357	)
Shares issued		5,000,000			5,000			-			(5,000,000	)		(5,000	)		-			-			-
Shares issued that were
previously sold		133,330			133			867			-			(1,000	)		-			-			-
Shares cancelled for Services		(4,000,000	)		(4,000	)		(36,000	)		-			-			-			-			(40,000	)
Shares payable cancelled		-			-			(21,107	)		(1,500,000	)		(1,500	)		107			-			(22,500	)
Net (Loss)		-			-			-			-			-			-			(1,012,200	)		(1,012,200	)

Balance December 31, 2012		180,301,125		$	180,301		$	2,026,771			-		$	-		$	-		$	(3,461,437	)	$	(1,254,365	)

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)
STATEMENTS OF CASH FLOWS

							From inception
							(March 23, 2006)
							through
	For the year ended December 31,						December 31,
	2012			2011			2012
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss for the period	$	(1,012,200	)	$	(1,365,124	)	$	(3,461,437	)
Adjustments to reconcile net loss from operations:
Shares issued for services		662,450			505,633			1,612,417
Impairment of mineral property acquisition costs		-			60,250			60,250
Impairment of prepaid royalties		-			124,200			134,200
Beneficial conversion feature		-			-			39,715
Civil claim contingency		-			286,875			286,875
Financing cost of warrants issued		120,034			-			120,034
Change in Operating Assets and Liabilities:
Increase (decrease) in accounts payable		(7,972	)		(18,595	)		57,235
Increase in accrued interest		13,709			11,178			24,887
Increase in accrued interest to a related party		95,162			20,881			116,043
Increase (decrease) in accounts payable- related party		-			160,249			611,711
Increase (decrease) in debt		2,200			94,573			96,773
Net cash used in Operating Activities		(126,617	)		(119,880	)		(301,297	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of mineral claim		-			-			(10,000	)
Net Cash used in Investing Activities		-			-			(10,000	)

CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from subscriptions payable		-			45,000			45,000
Proceeds from issuance of common stock		91,770			113,000			269,570
Proceeds from subscriptions receivable		-
Net Cash provided by Financing Activities		91,770			158,000			314,570

Net Increase (Decrease) in Cash		(34,847	)		38,120			3,273
Cash at Beginning of Period		38,120						-
Cash at End of Period	$	3,273		$	38,120		$	3,273

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	$	-		$	-		$	357,956
Proceeds from Private Placement (paid to related parties)	$	-		$	-		$	40,000
Shares payable for mineral property	$	-		$	5,250		$	5,250
Shares issued for subscription 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-6

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2012

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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, 2012 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss from inception (March 23, 2006) through December 31, 2012 of $3,461,437.

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

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalents

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

Net Loss per Share

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

F-7

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2012

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

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

In Management's opinion all adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments are normal and recurring.

Reclassifications

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

Revenue Recognition

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

Fair value of financial instruments

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

Stock-based compensation

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

Recent Accounting Pronouncements

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

F-8

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2012

NOTE 4 – DEBT

Mineral Prospect Obligation

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

In accordance with the terms and provisions of the Option: (i) upon execution of certain documentation and transfer of title, the Company has paid $5,000 and has issued 250,000 shares of common stock to the Kwiatkowskis; (ii) at the end of year one, February 9, 2012, the Company issued Kwiatkowskis 512,821 shares as payment which was valued at $20,000 (fair market value $0.039/share). (iii) At the end of year two, February 9, 2013, the Company will pay to Kwiatkowskis a further $30,000 either in half cash and half shares or all shares at the option of the Kwiatkowskis; (iv) each anniversary thereafter, the Company shall pay to Kwiatkowskis $25,000 as advance royalty payment until the sum of $200,000 has been paid; (v) the Company shall further make payment to Kwiatkowskis of 3% NSR royalty on all production from the Prospects, which royalty may be purchased by the Company as to 1.5% of the 3% for the sum of $1,500,000 in increments of $500,000 per 0.5% NSR; and (vi) the Company shall commit to expenditures of $200,000 on the Prospects.

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

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

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

Interest on the discounted royalty claim has been accreted at 12%. Accreted interest was $13,709 and $11,178 as of December 31 2012 and December 31, 2011 which bring the liability balances to $149,087 and $135,378.

NOTE 5 – RELATED PARTY TRANSACTIONS

Debt – Related Party

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

In addition to the $89,596, another $5,976 was accrued as of December 31, 2011 and interest expense of $10,439 has been recorded for the year end December 31, 2012, for a total debt of $106,011. The Company is disputing this liability.

F-9

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2012

NOTE 5 – RELATED PARTY TRANSACTIONS (continued)

Loans from Shareholder

An officer of the Company has made loans to the Company totally $48,000 as of December 31, 2012. The loans are non-interest bearing and payable on demand.

During November and December of 2012 the Company received $2,200 for expenses from directors. Terms indicate interest at 2% payable on demand. In 2012 $3 of expense was incurred.

Share Issuances

During the year the Company issued 6,000,000 shares to directors for services valued at $90,000 plus 1,000,000 shares valued at $39,000 which was for services of $33,000 and debt of $6,000.

NOTE 6 – STOCKHOLDERS' DEFICIT

Authorized

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

Shares Issued

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

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

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

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

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

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

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

F-10

DOUBLE CROWN RESOURCES, INC

(Formerly “Denarii Resources, Inc.”)

(An Exploration Stage Company)

Notes to Financial Statements

December 31, 2012

NOTE 6 – STOCKHOLDERS' DEFICIT (continued)