Double Crown Resources (DDCC) 10-Q/A 2010 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM 10-Q/A

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

For the quarterly period ended March 31, 2010

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

For the transition period from ________________to___________________________

Commission File Number: 000-53389

DENARII RESOURCES INC.

(Exact name of Registrant as specified in its charter)

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

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

502 E. John Street

Carson City, Nevada 89706

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

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

We had a total of 61,900,000 shares of common stock issued and outstanding at March 31, 2010.

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the full fiscal year.

DENARII RESOURCES INC.

(An exploration stage company)

Balance Sheets

(Restated)

	March 31			December 31
	2010			2009
	(Restated)			(Audited)
ASSETS
Current Assets
Cash	$	-		$	-
Prepaid Expense (Note 6)		93,334
Total Current Assets		93,334
Total Assets		93,334			-
LIABILITIES
Current Liabilities
Accounts Payable and Accruals		29,486			19,067
Accounts Payable-related parties		250,559			190,372
Total Current Liabilities		280,045			209,439
Total Liabilities		280,045			209,439
STOCKHOLDERS' EQUITY
100,000,000 Common Shares Authorized 61,900,000 and 60,900,000 issued at March 31, 2010 and December 31, 2009 respectively issued at $0.001 per share		61,900			60,900
Additional Paid-in Capital		352,900			213,900
Accumulated Deficit during the exploration stage		(601,511	)		(484,239	)
Total Stockholders' Equity		(186,711	)		(209,439	)
Total Liabilities and Stockholders' Equity		93,334			-

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

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DENARII RESOURCES INC.

(An exploration stage company)

Statements of Operations

(Restated)

	For the three month period ended			For the three month period ended			From inception (March 23, 2006) through to
	March 31, 2010			March 31, 2009			March 31, 2010
Revenue	$	-		$	-		$	-
Expenses
Recognition of an Impairment Loss
(Mineral Claims)		-			-			10,000
Professional Fees - Related Parties		-			-			253,525
- Other (Note 6)		69,056			4,441			161,075
Management and Administration Fees
- Related Party		21,000						66,000
Rent - Related Party		7,500			-			30,000
General Expenses-Related Party		17,158			-			60,951
General Expenses-Other		2,558			-			19,960
Total Expenses		117,272			4,441			601,511
Net loss before provision for income tax		(117,272	)		(4,441	)		(601,511	)
Provision for Income Tax		-			-			-
Net Income (Loss)	$	(117,272	)	$	(4,441	)	$	(601,511	)
Basic & Diluted (Loss) per Common Share	$	(0.00	)	$	(0.00	)
Weighted Average Number of Shares		61,466,667			60,440,000

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

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DENARII RESOURCES INC.

(An exploration stage company)

Statements of Cash Flows

(Restated)

	For the three month period ended			For the three month period ended			From inception (March 23, 2006) through to
	March 31, 2010			March 31, 2009			March 31, 2010
OPERATING ACTIVITIES
Net income (loss)	$	(117,272	)	$	(4,441	)	$	(601,511	)
Recognition of an Impairment Loss
(Mineral Claims)		-			-			10,000
Accounts payable		10,419			3,821			29,486
Prepaid Expenses		(93,334	)					(93,334	)
Non-Cash Expenses		140,000			620			350,000
Expenses Paid for by Related Party		60,187						231,204
Net cash used in operating activities		-			-			(74,155	)
INVESTING ACTIVITIES
Purchase of mineral claim		-			-			(10,000	)
Net cash used in investing activities		-			-			(10,000	)
FINANCING ACTIVITIES
Loan from related party		-			-			19,355
Common shares issued for cash @ $0.001 per share					-			48,300
Additional paid-in capital		-						16,500
Net cash provided by financing activities		-			-			84,155
NET INCREASE (DECREASE)
IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
- BEGINNING OF PERIOD		-			-			-
CASH AND CASH EQUIVALENTS
- END OF PERIOD	$	-		$	-		$	-
SUPPLEMENTAL DISCLOSURES OF
NON-CASH ACTIVITIES:
Common stock issued for services		139,000			-			349,000

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

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DENARII RESOURCES INC.

(An Exploration Stage Company)

Condensed Footnotes to the Financial Statements

From Inception (March 23, 2006) to March 31, 2010

(Stated in US Dollars)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These are condensed notes and should be read in conjunction with the audited financial statements from the year ending December 31, 2009.

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

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and is new. This raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

As shown in the accompanying financial statements, the Company has incurred a net loss of $601,511 for the period from March 23, 2006 (inception) to March 31, 2010 and has not generated any revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Advertising and Promotion Costs

The Company expenses advertising and promotion when incurred.  The company has incurred $105 in advertising and promotion cost in the quarter ended March 31, 2010.

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b. Recent Accounting Pronouncements

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

NOTE 4 – SHARE CAPITAL

a) Authorized:

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

b) Issued:

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

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

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

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

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

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

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

On February 09, 2010 the company issued 1,000,000 shares for `services valued at $140,000.The cost per share was $0.140.

As of March 31, 2010, there were Sixty One Million Nine Hundred Thousand (61,900,000) shares issued and outstanding at a value of $0.001 per share There are no preferred shares authorized. The Company has issued no preferred shares. The Company has no stock option plan, warrants or other dilutive securities.

NOTE 5 – PAYABLE TO RELATED PARTY

The company owes $250,559 to related parties.  The terms of the payables are no interest and due on demand.

NOTE 6 – RESTATEMENT FOOTNOTE

Due to an accounting error, the Company has restated its Financials Statements for the quarter ended March 31, 2010 due to an incorrect value put on shares issued for services.

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BALANCE SHEETS	Original			Change			Restated
ASSETS
Current Assets
Prepaid Expense		11,133			82,201			93,334
TOTAL ASSETS		11,133			82,201			93,334
STOCKHOLDERS' EQUITY
Common shares issued		61,900			-			61,900
Additional Paid in Capital		229,600			123,300			352,900
Accumulated Deficit		(560,412	)		(41,099	)		(601,511	)
TOTAL STOCKHOLDERS' EQUITY		(268,912	)		82,201			(186,711	)
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY		11,133			82,201			93,334
STATEMENTS OF OPERATIONS
OPERATING EXPENSES
Mineral Claims		-						-
Professional Fees-Related Party
- other (Note 6)		27,957			41,099			69,056
Management and Administration
Fees - Related Party		21,000			-			21,000
Rent - Related Party		7,500			-			7,500
General Expenses - Related Party		17,158			-			17,158
General Expenses - other		2,558			-			2,558
TOTAL OPERATING EXPENSES		76,173			41,099			117,272
NET LOSS BEFORE INCOME TAXES		(76,173	)		(41,099	)		(117,272	)
PROVISION FOR INCOME TAX		-						-
NET INCOME (LOSS) FOR THE PERIOD		(76,173	)		(41, 099	)		(117,272	)
STATEMENTS OF CASH FLOWS
OPERATING ACTIVITIES
Net income (Loss)		(76,173	)		(41,099	)		(117,272	)
Accounts Payable		10,419			-			10,419
Prepaid Expenses		(11,133	)		(82,201	)		(93,334	)
Non-Cash Expenses		16,700			123,300			140,000
Expense Paid for by Related Party		60,187	)		-			60,187
Net cash used in operating activities		-			-			-

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NOTE 7 – CONSULTING AGREEMENT

During the quarter the company entered into a consulting agreement with Mirador Consulting Inc., (Mirador) a Florida corporation, whereby Mirador will receive 1,000,000 shares of the company and will provide management consulting, business advisory, shareholder information and public relations services over a six month period under certain terms and conditions.  These shares are restricted for a six month period from February 09, 2010.The cost of $140,000 is being expensed over a six month period from February 01, 2010

NOTE 8 – SUBSEQUENT EVENTS

The company has evaluated subsequent events through May 27, 2010, the date which the financial statements were available to be issued. The company filed a form 8K on April 21, 2010 appointing Dennis Lorrig to the Board of Directors and a form 8K on May 12, 2010 clarifying the restatement of the quarters ending June 30, 2009 and September 30, 2009.The company filed a form 8K On May 27, 2010 appointing Robert Malasek to the Board of Directors.

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

FORWARD LOOKING STATEMENTS.

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding Denarii Resources Inc.'s (the "Company") capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan”,” intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC.  These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.  The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. As used in this quarterly report, the terms "we," "us," "our," and "our company" mean Denarii Resources Inc. unless otherwi se indicated.  All dollar amounts in this quarterly report are in U.S. dollars unless otherwise stated.

OVERVIEW.

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

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

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

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

RESULTS OF OPERATIONS FOR THE PERIOD ENDED MARCH 31, 2010.

The accompanying financial statements show that the Company has incurred a net loss of $117,272 for the three month period ended March 31, 2010 compared to a net loss of $4,441 for the three month period ended March 31, 2009 and has not yet generated any revenues The increased losses in the current quarter are due to increased management and operating expenses. We anticipate that we will not earn revenues until such time as we have entered into commercial production, if any, of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

LIQUIDITY AND FINANCIAL CONDITION.

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

OFF-BALANCE SHEET ARRANGEMENTS.

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

INFLATION.

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

STOCK OPTION PLAN

The Company currently has no stock option plan.

RESEARCH AND DEVELOPMENT EXPENDITURES.

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

PATENTS AND TRADEMARKS.

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

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REGISTRATION STATEMENT.

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

HOLDERS OF OUR COMMON STOCK.

As of March 31, 2010, we had 200 stockholder(s) holding 61,900,000 shares of our common stock.

DIVIDENDS.

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

1.	We would not be able to pay our debts as they become due in the usual course of business; or
2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

ITEM 3. CONTROLS AND PROCEDURES.

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures  

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president/chief executive officer and our secretary, treasurer/chief financial officer to allow for timely decisions regarding required disclosure.

As of March 31, 2010, management carried out an evaluation, under the supervision and with the participation of our president/chief executive officer and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president/chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.  Effectiveness of disclosure controls was primarily a function of our current scale and scope of operations which are relatively non-complex with a limited volume of transactions and capital resources.

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EVALUATION OF INTERNAL CONTROLS AND PROCEDURES OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

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

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

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

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

As of March 31, 2010, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.  Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

1.   Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

2.   Inadequate segregation of duties consistent with control objectives; and

3.   Ineffective controls over period end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2010.

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Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

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

1.   We plan to form an audit committee, which we expect to be partially, if not fully, implemented by December 31, 2010.

2.   We are seeking to add additional personnel, who may be appointed to our board of directors as outside members and/or serve in a capacity to allow us to better segregate job responsibilities.

3.   We have developed internal control procedures over financial disclosure and reporting.  However, these procedures are, and will continue to be, ineffective without additional personnel.

Changes in internal controls over financial reporting

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

No matters were submitted to our security holders for a vote during the period ending March 31, 2010.

ITEM 5. OTHER INFORMATION.

None.

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

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

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

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SIGNATURES

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

Date: November 01, 2010

Signature	Title	Date
By: /s/ DR.STEWART JACKSON	Chief Executive Officer,	November 01, 2010
Dr. Stewart Jackson	President, Secretary and Director (Principal Executive Officer)

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