U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
DOUBLE CROWN RESOURCES, INC
(An Exploration Stage Company)
Notes to Consolidated Financial Statements March 31, 2014
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Double Crown Resources, Inc. ("Double Crown Resources" or the "Company") was organized under the laws of the State of Nevada on March 23, 2006 to explore mining claims and property in North America.
Basis of Presentation
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles include the accounts of the Company and its wholly owned subsidiary DDCC Marketing Group, LLC. All intercompany transactions have been eliminated in consolidation.
NOTE 2 - GOING CONCERN
The Company’s financial statements as of March 31, 2014 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss from inception (March 23, 2006) through March 31, 2014 of $8,026,779.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Net Loss per Share
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
DOUBLE CROWN RESOURCES, INC
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2014
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates. Management believes that the estimates used are reasonable.
In Management's opinion all adjustments necessary for a fair statement of the results for the interim periods have been made. All adjustments are normal and recurring.
Reclassifications
Certain prior year balances have been reclassified to conform to the current year presentation.
Revenue Recognition
The Company recognizes revenue on an accrual basis. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured.
Fair value of financial instruments
The carrying value of cash equivalents and accrued expenses approximates fair value due to the short period of time to maturity.
Recently issued accounting pronouncements
In July 2013, the FASB issued Accounting Standards Update 2013-11 Income Taxes (Topic 740) Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry-forward, a Similar Tax Loss, or a Tax Credit Carry-forward Exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward, except as follows. To the extent a net operating loss carry-forward, a similar tax loss or a tax credit carry-forward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This Update applies to all entities that have unrecognized tax benefits when a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward exists at the reporting date. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.
DOUBLE CROWN RESOURCES, INC
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2014
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 4 - FIXED ASSETS
At March 31, 2014 the Company had the following fixed assets:
| Computers and Furniture and Fixtures | | $ | 25,913 | |
| Autos | | | 25,850 | |
| Total | | | 51,763 | |
| Less Accumulated Depreciation | | | (5,505 | ) |
| Net | | $ | 46,258 | |
Depreciation was $3,141 for the period ended March 31, 2014. Computers will be depreciated over the straight line method over 3 to 5 years, furniture over 5-7 years and auto’s over 3 years.
NOTE 5 - DEBT
Mineral Prospect Obligation
Effective on February 9, 2011 the company entered into an agreement between the Company and Richard and Gloria Kwiatkowski (“the Seller”). The Option provides for the development of 136 claim units covering a series of nickel-colbalt-gold-platinum group element prospects, which prospects are located 35 kilometers northwest of Thunder Bay, Ontario (the “Prospects”).
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, in February 2013, the Company paid to Kwiatkowskis a further $30,000 by issuing 2,727,300 shares of stock; (iv) each anniversary thereafter, the Company shall pay to Kwiatkowskis $25,000 as advance royalty payment until the sum of $200,000 has been paid (the due date for the February 9, 2014 payment has been extended to June 30, 2014); (v) the Company shall further make payment to Kwiatkowskis of 3% NSR royalty on all production from the Prospects, which royalty may be purchased by the Company as to 1.5% of the 3% for the sum of $1,500,000 in increments of $500,000 per 0.5% NSR; and (vi) the Company shall commit to expenditures of $200,000 on the Prospects.
As part of the original agreement, the Company issued a convertible debt of $20,000 to the Seller. In conjunction with this debt, there was no debt discount or beneficial conversion feature recorded since the conversion privilege was contingent on the current market value of the shares at the date of the notice of conversion. Accordingly, on February 9, 2012 the Company issued to Gloria and Richard Kwiatkowski 256,411 and 256,410 shares respectively at the market price of $0.0390 to satisfy the $20,000 Debt.
DOUBLE CROWN RESOURCES, INC
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2014
NOTE 5 - DEBT (continued)
The prepaid royalty of $124,200 has been analyzed for impairment and has been fully impaired.
This liability is presented at the present value of expected future cash flow requirements.
Interest on the discounted royalty claim has been accrued at 12%. Accrued interest was $43,517 as of March 31, 2014 which brings the liability balance to $167,717.
NOTE 6 - RELATED PARTY TRANSACTIONS
Debt - Related Party
In the year ended December 31, 2010 the company entered into a five-year consulting agreement dated October 1, 2010 with Dr. Stewart Jackson (“Jackson”), pursuant to which Jackson, as the chief executive officer and a member of the Board of Directors, will provide certain consulting services to the Company including, but not limited to, contact with precious metal assets for acquisition in North America. After the change in management, the Company recognized the future remaining obligation based on the contract to Mr. Jackson and accrued it at its present value using a 12% discount rate over fifty-one months. This resulted in an $89,596 being recorded as a related party debt.
Interest expense of $2,688 has been recorded in 2014 ($27,166 prior), for a total debt of $119,450. The Company is disputing this liability. In addition the Company received two loans equaling $12,000. The loans are due on demand without interest from a related party. The total of Debt-related parties is $131,450.
Director Compensation
For the quarter ended March 31, 2014 the Company has paid $45,000 in salaries to directors or officers for services rendered.
The Company also paid $27,000 to entities controlled by its officers or directors.
NOTE 7 - STOCKHOLDERS' DEFICIT
Authorized
500,000,000 common shares with a par value of $0.001.
Shares Issued
During the first quarter of 2014 the Company issued 48,360,000 shares of stock. Of this amount, 14,460,000 shares were issued for services valued at market which equaled $367,840. Of this amount $338,420 is shown as a prepaid expense as the services have not been completed and the balance of $29,420 has been expensed and is shown in the statement of operations under general and administrative expense.
Also the Company issued 33,900,000 shares for cash of $299,000.
Finally, the Company received $50,000 for shares to be issued.
DOUBLE CROWN RESOURCES, INC
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2014
NOTE 7 - STOCKHOLDERS' DEFICIT (continued)
The following is a summary of warrants balance as of March 31, 2014
| | | Number of Shares | | | Weighted Average Exercise Price | | Expiration Date |
| Balance, December 31, 2011 | | | 1,966,666 | | | | 0.04 | | June 30, 2012 |
| | | | | | | | | | |
| Warrants granted and assumed | | | 10,000,000 | | | | 0.005 | | January 9, 2012 |
| Warrants expired | | | (8,000,000 | ) | | | 0.005 | | January 31, 2012 |
| Warrants canceled | | | (1,966,666) | | | | 0.005 | | June 30, 2012 |
| Warrants exercised | | | (2,000,000 | ) | | | 0.005 | | Exercised by the expiration date of January 31, 2012 |
| | | | | | | | | | |
| Balance, March 31,2014 | | | - | | | | | | |
NOTE 8 - DISPUTED LIABILITIES
As of June 15, 2011 the former management signed a resolution approving the issuance of promissory notes in the amount of $271,331 to Falco Investments, Inc. New management believes that the old management was not acting in the best interest of the company when they authorized these expenses and subsequently approved the issuance of the notes. The Company has recorded the balance of $884,663 due to Falco Investments, Inc. of which $132,382 has been reported as note payable, $563,206 as a Disputed Liability Related Party and $209,943 as accrued interest to March 31, 2014. The Company has decided to contest the current balance claimed to be due to Falco. Falco Investments initiated a lawsuit in August of 2011.
Company has included this debt on the balance sheet until an eventual resolution is reached.
NOTE 9 - NOTE PAYABLE-AUTO
The Company on December 1, 2013 purchased an auto for $13,990 of which it put down as a deposit $2,500 and financed the balance. Terms indicate repayment over 36 months with a finance charge of $4,536. Monthly payments are $445.15 per month of which $126 per month is interest. At March 31, 2014 the net owed was $9,769 of which $3,830 was current and $5,879 was due after 12 months.
In March 2014 the Company purchased a second auto for $11,860. Terms indicate a monthly payment over 36 months of $349 per month. Total net due at March 31, 2014 equaled $9,960 of which $3,380 is current and $6,640 is long term.
NOTE 10 - INCOME TAX
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
DOUBLE CROWN RESOURCES, INC
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
March 31, 2014
NOTE 10 - INCOME TAX (continued)
Net deferred tax assets consist of the following components as of December 31, 2013 and 2012:
| | | December 31, 2013 | | | December 31, 2012 | |
| Deferred Tax Assets – Non-current: | | | | | | |
| NOL Carryover | | $ | 2,404,356 | | | $ | 1,315,476 | |
| Payroll Accrual | | | - | | | | - | |
| Less valuation allowance | | | (2,404,356 | ) | | | (1,315,476 | ) |
| Deferred tax assets, net of valuation allowance | | $ | - | | | $ | - | |
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended December 31, 2013 and 2012 due to the following:
| | | 2013 | | | 2012 | |
| Book Income | | $ | (4,114,180 | ) | | $ | (1,012,200 | ) |
| Meals and Entertainment | | | 2,000 | | | | 3,000 | |
| Stock for Services | | | 3,023,300 | | | | 662,450 | |
| Accrued Payroll | | | - | | | | - | |
| Valuation allowance | | | 1,088,880 | | | | 346,750 | |
| | | $ | - | | | $ | - | |
At December 31, 2013, the Company had net operating loss carry forwards of approximately $2,404,356 that may be offset against future taxable income from the year 2013 to 2014. No tax benefit has been reported in the December 31, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 11 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the filing date of these financial statements and has disclosed that there is one such event that is material to the financial statements to be disclosed:
| 1. | The Company in April 2014 issued 2,000,000 shares of stock, for cash of $20,000. |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, and should be read in conjunction with our financial statements and related notes. We incorporate by reference into this Report our audited financial statements for the years ended December 31, 2013 and 2012. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In addition, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, including, but not limited to, those discussed in “Forward Looking Statements” and elsewhere in this Report.
The following management’s discussion and analysis is intended to assist in understanding the principal factors affecting our results of operations, liquidity, capital resources and contractual cash obligations. This discussion should be read in conjunction with our consolidated financial statements which are incorporated by reference herein, information about our business practices, significant accounting policies, risk factors, and the transactions that underlie our financial results, which are included in various parts of this filing.
Overview of Business
We are an exploration stage company and have not generated any revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
Our business plan had been focused on building a portfolio of producing mineral properties through acquisition of properties that are in production or have the potential for near-term production. Pursuit of this business strategy requires our ability to secure significant funding, which we have not secured to date.
While we have not discontinued our prior business plan, we have expanded the plan and shifted our focus to the oilfield services sector. We are in the process of negotiating contracts to supply industrial quantities of commodities to on-shore oil and gas drilling operations in the United States. We believe that the growing movement for energy independence in the United States will lead to an increased number of oil and gas wells being drilled and put into production throughout the country. Many of these wells require hydraulic fracturing (fracking) to access the oil and gas reserves trapped in hundreds of miles of brittle shale rock thousands of feet below the surface. The hydraulic fracturing process requires a number of specialized commodities, including a unique type of sand, known as “frac-sand” or “proppant,” that can hold its shape under intense pressure and heat and is porous enough to allow thousands of gallons of oil or millions of cubic feet of gas to seep through it to the drill pipe. A typical frac-well will use 2,200 tons of this type of frac-sand. Other materials required for hydraulic fracturing include, guar gum, barite, and a variety of industrial chemicals.
We intend to participate in negotiations and discussions with potential joint venture parties regarding sourcing frac-sand, barite, guar gum and various industrial chemicals and establishing the infrastructure to deliver these materials to oil and gas drilling sites. As part of this business strategy, in March of 2013, we became an authorized dealer for the chemicals division of American International Sealing, LLC, granting us U.S. marketing rights for a slate of industrial chemicals used in hydraulic fracturing, bioremediation and pipeline chemical cleaning functions.
Also in March 2013, we executed a Memorandum of Understanding with Synergy Natural Resources, LLC (“Synergy”), a Georgia-based industrial design and manufacturing company (the “Synergy MOU”) to acquire Synergy and its assets, which included the PASS Box, a large capacity, single transfer method of shipping hydraulic fracturing sand or other critical aggregate materials used for petroleum drilling. Thereafter, we terminated the Synergy MOU and developed the Transprop AGG, our own double stack interlock single transfer container system for high efficiency transport of high tonnage aggregate cargo. We are continuing to fine-tune the design of, and intend to apply for a patent regarding, the Transprop AGG, with the intention of beginning commercial production if we are able to secure sufficient funding, which is not assured. As discussed elsewhere herein, in May 2013, we initiated suit against Synergy, requesting declaratory relief on claims relating to alleged trade secrets and rights to patent prosecution on our transport system. Synergy has filed counterclaims alleging that we misappropriated its trade secrets in developing the Transprop AGG. Although we dispute this allegation, and intend to vigorously defend ourselves, we cannot predict the outcome of the Synergy litigation at this time. (See Part II. Item 1. Legal Proceedings in this Report.).
During the third quarter of 2013, we executed a Sublease for use of a bulk terminal and mineral processing plant located in New Orleans, LA. The term of the Sublease, including optional extensions, is 27 years. We have engaged EDG Consulting Engineers to design a master plan for our use of the plant facilities. The master plan design work has now been completed. Blethen Mining Associates, PC will act as general contractor to oversee budgeting, as well as the reconstruction and operation of the plant and facility. The existing facility includes a cement drying plant and four ball mills designed to crush slag for cement production. We plan to convert the ball mills to crush barite and to convert the drying plant for use on hydrosize/wet frac sand. We have agreed to purchase the existing improvements on the property for $750,000, contingent on our securing the necessary funding. A budget for the reconstruction of the terminal and plant has not yet been completed; we anticipate the necessary conversion and improvements will require an investment of $10-14 million, not including the cost of leasing equipment and operating the facility. There is no guarantee that we will be able to raise sufficient capital to execute our plan to reconstruct the plant. The plant will be designed to accommodate containers that meet ISO standards, including our double stack interlock single transport container system designed for intermodal transport. The location of the facility allows for materials to be delivered and distributed by rail, barge or truck.
In October 2013, we formed DDCC Marketing Group, LLC, which is a wholly owned subsidiary, to market minerals and other commodities to oil and gas industry customers. We opened an office in Houston, Texas to serve as the headquarters of the marketing group. In addition to housing the marketing and support staff, the Houston office includes office facilities for our executive officers.
2014 Developments
In January 2014, we entered into a strategic alliance with Logistica US Terminals, LLC (“Logistica”) for the purchase, sale and distribution of minerals and other commodities in the oilfield services industry. This was an expansion of our April 2013 agreement with Logistica, under which they agreed to supply us with key minerals and related materials for our resale to oil and gas well drillers. Under the terms of our January 2014 alliance with Logistica, Logistica will provide logistics and transportation of the materials, and we will provide all sales and marketing of the materials through our subsidiary, DDCC Marketing Group, LLC.
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.
Liquidity and Capital Resources
During the quarter ended March 31, 2014, we generated working capital to fund operations through the sale of our common stock. In the second half of 2014, we anticipate that revenue from our oilfield services operations will support our operating expenses, including our general and administrative expenses. However, if we do not generate sufficient revenue through operations, we will need to raise additional capital through the issuance of equity and/or debt securities in order to support our operations. The issuance of such securities could have a dilutive effect on our shareholders.
Planned Capital Expenditures
At March 31, 2014, we had no material commitments for capital expenditures.
A summary of our cash flows during the three months ended March 31, 2014 and 2013 follows.
Operating Activities
We have not generated positive cash flows from operating activities. Cash used in operating activities during the quarter ended March 31, 2014 increased to $355,121, as compared to $151,574 used during the quarter ended March 31, 2013. The increase is a result of the increased activity, including hiring employees and opening a marketing office in Houston, Texas, as we ramped up our oilfield services operations.
Investing Activities
Cash used for investing activities during the quarter ended March 31, 2014 was $11,860, as compared to $-0- for the quarter ended March 31, 2013. We used the capital to acquire a second vehicle for our Houston, Texas office.
Financing Activities
Total net cash provided by financing activities was $349,000 for the quarter ended March 31, 2014, which consisted of private placement offerings generating $299,000 in proceeds from the issuance of our common stock and $50,000 in proceeds from subscriptions payable. Total net cash provided by financing activities was $185,350 for the quarter ended March 31, 2013, which consisted of private placement offerings generating $185,350 in proceeds from the issuance of our common stock.
At March 31, 2014, we had cash totaling $25,170, as compared to $37,049 at March 31, 2013. We anticipate that current cash expected to be generated from operations will sustain our operations through December 31, 2014. We are not aware of any trends or potential events that are likely to adversely impact our short term liquidity in 2014.
Results of Operations – Comparative Financial Information
The following table sets forth certain of our operating information for the three months ended March 31, 2014 and 2013.
| | | Three Months Ended March 31, 2014 | | | Three Months Ended March 31, 2013 | | | Difference 2014 versus 2013 | |
| | | | | | | | | | | | | |
| Revenue | | $ | -0- | | | $ | -0- | | | $ | -0- | |
| | | | | | | | | | | | | |
| Operating Expenses: | | | | | | | | | | | | |
| Professional Fees | | | 137,681 | | | | 70,837 | | | | 66,844 | |
| General and administrative | | | 280,821 | | | | 100,740 | | | | 180,081 | |
| General – related party | | | 5,000 | | | | -0- | | | | 5,000 | |
| Operating Loss | | | (423,502 | ) | | | (171,577 | ) | | | 251,925 | |
| | | | | | | | | | | | | |
| Other (Income) Expense: | | | | | | | | | | | | |
| Interest expense | | | 4,104 | | | | 3,727 | | | | 377 | |
| Interest expense – related party | | | 23,556 | | | | 23,556 | | | | -0- | |
| Gain on debt cancellation | | | -0- | | | | -0- | | | | -0- | |
| Financing cost – related party | | | -0- | | | | -0- | | | | -0- | |
| Net Loss | | | (451,162 | ) | | | (198,860 | ) | | | 252,302 | |
Net Loss
Our net loss for the quarter ended March 31, 2014 was $451,162 compared to a net loss of $198,860 during quarter ended March 31, 2013. The increase of $252,302 in net loss is primarily a result of the increased activity, including hiring employees and opening a marketing office in Houston, Texas, as we ramped up our oilfield services operations.
Operating Revenues
We generated no revenue during the quarters ended March 31, 2014 and 2013.
Operating Expenses
During the quarter ended March 31, 2014, we incurred operating expenses of approximately $423,502 compared to $171,577 incurred during the quarter ended March 31, 2013 (an increase of $251,925). The increase in operating expenses from the first quarter of 2013 to the first quarter of 2014 was primarily due to the increase in our professional fees (by $66,844) and our general and administrative expenses (by $180,081) related to the increased activity, including hiring employees and opening a marketing office in Houston, Texas, as we ramped up our oilfield services operations. We also incurred increased compliance costs and legal fees associated with litigation matters (see Part II. Item 1. Legal Proceedings). General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.
Other Income (Expenses)
Other expenses incurred during the quarter ended March 31, 2014 totaled $27,660, compared to other expenses of $27,283 for the quarter ended March 31, 2013. The slight increase was due to a $377 increase in interest expense.
Going Concern Consideration
The independent auditors' report accompanying our December 31, 2013 and December 31, 2012 financial statements, as well as the Notes to the Consolidated Financials for the quarter ended March 31, 2014, contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Critical Accounting Policies
Cash and cash equivalents
The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Net Loss per Share
Net loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined by Financial Accounting Standards, ASC Topic 260, "Earnings per Share". Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive, they are not considered in the computation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of 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
For a discussion of recently issued accounting standards, see Note 3 in the Notes to the Consolidated Financial Statements contained in this Quarterly Report.
Off Balance Sheet Arrangements
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to a smaller reporting company.
ITEM 4. 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 chief executive officer and our secretary, treasurer/chief financial officer to allow for timely decisions regarding required disclosure.
As of March 31, 2014, the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our 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 Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this Annual Report. Non-effectiveness of disclosure controls was primarily a function of our increasing scope of operations with limited human and financial resources.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| ● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the company; and |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
As of March 31, 2014, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treasury Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2014 and communicated to management.
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management’s Remediation Initiatives
We are committed to improving our financial organization. As part of this commitment, when funds are available, we will implement the following remediation initiatives:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function by: i) appointing one or more outside directors to our board of directors who will also be appointed to an audit committee, resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls over financial reporting; ii) preparing and implementing sufficient written policies and checklists that will set forth procedures for period-end financial disclosure and reporting processes; and iii) hiring additional personnel who have the technical expertise and knowledge to establish proper segregation of duties.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. In addition, management believes that preparing and implementing sufficient written policies and checklists that will set forth procedures for period-end financial disclosure and reporting processes will remedy the ineffective controls over period end financial disclosure and reporting processes. Further, management believes the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the financial department. These measures will greatly improve our disclosure controls and our internal control over financial reporting in the future.
Management will continue to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and is committed to implementing the remediation initiatives stated above, as well as additional enhancements or improvements, as necessary and as funds allow.
Changes in internal controls over financial reporting
There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On August 9, 2011, a complaint was filed in the Supreme Court of British Columbia, File No. S-115321, by Falco Investments, Inc. ("Falco") naming us as a defendant (the "Complaint"). In the Complaint, Falco alleges that we owe $690,588 as compensation for corporate work performed by Falco through June 30, 2011. We have responded in our answer and stated that we do not owe the $690,588 for such services allegedly performed by Falco since there was no written contract between us and Falco. We have counterclaimed and named the former president/chief executive officer, Dr. Stewart Jackson and Donald Rutledge and Leslie Rutledge as defendants. The Company cannot predict the outcome of the Falco litigation at this time.
On May 13, 2013, shareholder Falco Investments and non-shareholder Leslie Rutledge filed a purported derivative lawsuit in the U.S. District Court for the District of Nevada, naming the Company as a nominal defendant and naming as defendants nine current or former officers and members of its board of directors, including Jerry Drew, Keith Tubandt, Allen Lopez, and Antonio B. Castillo, the board of directors collectively, and the company’s former outside counsel, Diane Dalmy, as defendants. The complaint alleged, among other things, that the individual defendants breached their fiduciary duties and/or wasted corporate assets or were unjustly enriched or engaged in gross mismanagement in relation to various actions, including “lowering” the company’s stock price, failing to maintain internal controls, interfering with the removal of restricted legends from certain free-trading shares, and failing to issue shares pursuant to certain convertible notes. The complaint sought, among other things, an award of punitive damages to the plaintiffs, injunctive relief, disgorgement of compensation by the Company’s directors, and an order directing the Company to reform its corporate governance and internal procedures and attorney’s fees and costs. On December 4, 2013, the Court dismissed the complaint with prejudice.
On May 23, 2013, Double Crown Resources, Inc. initiated suit against Synergy Natural Resources, LLC in the United States District Court for the Southern District of Texas (Houston Division), requesting declaratory relief against defendant Synergy Natural Resources, LLC, relating to alleged trade secrets and rights to patent protection on Double Crown’s transport system. Synergy has asserted counterclaims including breach of contract, tortious interference with prospective contracts or business relations, and business disparagement. On May 5, 2014, the Court dismissed Synergy’s counterclaim as well as its third party claim against the Company’s subsidiary, DDCC Marketing Group, LLC, but gave Synergy ten days within which to amend its counterclaim. The Company cannot predict the outcome of the Synergy litigation at this time.
Other than the three proceedings mentioned above, we are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.
ITEM 1A. RISK FACTORS.
No material changes.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
SHARES ISSUED
During the quarter ended March 31, 2014, we issued an aggregate of 48,360,000 shares of common stock. Of this amount, 14,460,000 shares were issued for services valued at market value, which equaled $367,840. The balance of the shares (33,900,000) were issued for cash of $299,000.
No underwriters were involved in the foregoing issuances of securities. The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act. The issuance of stock that was a private offering was issued in reliance of Regulation D promulgated under the Securities Act. Each of the recipients of securities in these transactions had adequate access, through directorship, business or other relationships, to information about us. The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.
We also received $50,000 in cash during the quarter-ended March 31, 2014 for shares to be issued.
SUBSEQUENT EVENTS – SHARE ISSUANCES
In April 2014, we issued 2,000,000 shares of stock for cash of $20,000. No underwriters were involved in the foregoing issuances of securities. The offers, sales and issuances of the securities described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(2) of the Securities Act. The issuance of stock that was a private offering was issued in reliance of Regulation D promulgated under the Securities Act. Each of the recipients of securities in these transactions had adequate access, through directorship, business or other relationships, to information about us. The investors acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURE.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
| Exhibit Number | | Description |
| | | |
| 3(i) | | Articles of Incorporation. (1) |
| | | |
| 3(ii) | | Bylaws. (1) |
| | | |
| 10.1 | | Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and LV Media Group. (2) |
| | | |
| 10.2 | | Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Paul Murphy. (2) |
| | | |
| 10.3 | | Consulting Agreement dated November 1, 2010 between Denarii Resources Inc. and Ariel Serrano. (2) |
| | | |
| 10.4 | | Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Steve Claus. (2) |
| | | |
| 10.5 | | Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and David Figueiredo. (2) |
| | | |
| 10.6 | | Consulting Agreement dated October 1, 2010 between Denarii Resources Inc. and Stewart Jackson. (2) |
| | | |
| 10.7 | | Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $64,607.37. (3) |
| | | |
| 10.9 | | Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $67,774.88. (3) |
| | | |
| 10.10 | | Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $38,635.21. (3) |
| | | |
| 10.11 | | Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $60,186.33. (3) |
| | | |
| 10.12 | | Convertible Promissory Note between Denarii Resources Inc. and Falco Investments Inc. dated October 21, 2010 in the principal amount of $38,708.53. (3) |
| | | |
| 7.1 | | Letter of Agreement from Seale & Beers, CPA. (4) |
| | | |
| 14.1 | | Code of Ethics. |
| | | |
| 17.1 | | Resignation letter of Marc L. Duncan, dated March 26, 2013, effective March 27, 2013. |
| | | |
| 17.2 | | Resignation letter of Glenn Soler, dated March 26, 2013, effective March 27, 2013. |
| 17.3 | | Resignation letter of David Figueiredo, dated August 27, 2012, effective August 27, 2012. |
| | | |
| 17.4 | | Resignation letter of J. Paul Murphy, dated March 25, 2012, effective March 25, 2012. |
| | | |
| 21.1 | | List of Subsidiaries. |
| | | |
| 99.1 | | Summary Report on the McNab Molybdenum Property, HowSound BC dated April 2006 by Greg Thomson B.Sc., P. Geo. and James Laird, Laird Exploration Ltd. |
| | | |
| 31.1 | | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. |
| | | |
| 31.2 | | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. |
| | | |
| 32.1 | | Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act. |
| 101.INS ** | | XBRL Instance Document |
| | | |
| 101.SCH ** | | XBRL Taxonomy Extension Schema Document |
| | | |
| 101.CAL ** | | XBRL Taxonomy Extension Calculation Linkbase Document |
| | | |
| 101.DEF ** | | XBRL Taxonomy Extension Definition Linkbase Document |
| | | |
| 101.LAB ** | | XBRL Taxonomy Extension Label Linkbase Document |
| | | |
| 101.PRE ** | | XBRL Taxonomy Extension Presentation Linkbase Document |
_____________
| (1) | Incorporated by reference from our Registration Statement on Form SB-2 filed with the Commission on June 16, 2006. |
| (2) | Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 21, 2011. |
| (3) | Incorporated by reference from our Current Report on Form 8-K filed with the Commission on November 12, 2010. |
| (4) | Incorporated by reference from our Current Report on Form 8-K and 8-K/A filed with the Commission on April 21, 2010, May 12, 2010 and May 27, 2010. |
| ** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
DOUBLE CROWN RESOURCES, INC.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | DOUBLE CROWN RESOURCES, INC. | |
| | | | |
| Dated: May 9, 2014 | By: | /s/ Jerold S. Drew | |
| | | Jerold S. Drew | |
| | | Chief Executive Officer | |
| | DOUBLE CROWN RESOURCES, INC. | |
| | | | |
| Dated: May 9, 2014 | By: | /s/ Jerold S. Drew | |
| | | Jerold S. Drew | |
| | | Chief Financial Officer | |
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