13 June 2017listing compliance notice▼ BadMajor
DOUBLE CROWN RESOURCES INC. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 Feb 2016auditor change● Neutral
Filed February 12, 2016, the company disclosed that on November 14, 2015 its board engaged Pritchett, Siler & Hardy, P.C. to audit its financials together with the Cutler group. This adds a second audit firm rather than replacing one, and the filing was made about three months after the engagement date. No reason is given.
7 May 2015auditor change● Neutral
Less than three weeks after engaging her, the company accepted the resignation of auditor Danielle M. Adams on May 6, 2015, citing a reconsideration of her workload, and engaged David Cutler, CPA of Cutler & Co., LLC. This is another auditor change in a short period; the filing reports no disagreements. The filing's consultation statement refers to Adams and Johnson rather than Cutler, which appears to be carried over from the prior filing.
20 Apr 2015auditor change● Neutral
On April 17, 2015 the company accepted the resignation of auditor Terry L. Johnson, CPA and engaged Danielle M. Adams, CPA of Adams Advisory, LLC. Johnson's reports for 2013 and 2014 carried a going-concern warning but no disagreements were reported. No reason for the resignation is given. The 2013 auditor Patrick Rodgers is not mentioned, so how Johnson came to be the auditor is not covered in this filing.
15 Apr 2013auditor change● Neutral
Amendment correcting a typo in the April 10, 2013 filing: Patrick Rodgers CPA, PA was engaged on March 14, 2013, not April 1, 2013. Everything else is unchanged.
10 Apr 2013auditor change● Neutral
The company said it accepted the resignation of Michael F. Cronin, CPA as its auditor on December 3, 2012 (the filing says he was pursuing a career in the private sector) and engaged Patrick Rodgers CPA, PA on April 1, 2013. This is the second auditor change since Cronin was hired in May 2012. The filing reports no disagreements and says the company has no audit committee, so the CEO (Jerry Drew, who signs as CEO) handles financial oversight. The new engagement was filed about four months after the resignation.
5 June 2012auditor change● Neutral
Amendment to the June 5, 2012 auditor-change filing. The text of the Seale and Beers to Cronin and Company change is the same as the original, with only the company name in the header corrected (the original misspelled it). No new information.
5 June 2012auditor change● Neutral
The company replaced its auditor: Seale and Beers resigned effective May 30, 2012 and Cronin and Company was engaged. The filing says Seale & Beers' reports on the 2010 and 2011 financials had no adverse opinion but did carry a going-concern warning, and there were no disagreements. This ends the Seale and Beers relationship that began in August 2009; the filing gives no reason for the resignation beyond saying the board approved the change. It also lists a new Henderson, Nevada address.
7 Feb 2012capital raising announcement▼ Bad
Filed in February 2012 for agreements dated Oct-Nov 2011, the company (now named Double Crown Resources, based in Virginia City Highlands, Nevada) signed four service agreements and issued 7,800,000 restricted shares at $0.005: Colonial Consultants (1,000,000), Andrew Cavazos (3,000,000), Alexander Fernandez (3,000,000) and Thomas Jones (200,000). Cavazos and Fernandez are to help find precious metal assets in South and Central America. More dilution; no cash amounts are stated. The filing gives no explanation of the name change.
8 Nov 2011material agreement termination● NeutralMajor
The company cancelled the Guyana gold joint venture with Guyanex Minerals Corp. by mutual rescission on November 7, 2011; the $5,000,000 payment was never made, so the company is released from its obligations. It will remove the $5,000,000 liability from its books and restate the March 31, 2011 quarterly report. It also cancelled Murphy's $10,000 retainer, though he keeps his 4,000,000 shares and continues to work for the company. This ends the Guyana deal.
27 Sept 2011capital raising announcement▼ BadMajor
In September 2011 the company agreed one-year pay arrangements with its executives and directors, paid in restricted shares at $0.005: 6,000,000 to David Figueiredo (now CEO/President), 5,000,000 to Jerry Drew, 4,000,000 to Glen Soler and 3,000,000 to Tricia Oakley (Secretary). It also signed a three-year consultant deal with director J. Paul Murphy ($10,000 retainer plus 4,000,000 shares). Further share sales at $0.005 went to investors (12,800,000 in August and 8,400,000 in September) and to two consultants (6,000,000). Shares outstanding rise to 103,849,999, substantial dilution. Figueiredo has replaced Dr. Stewart Jackson as CEO, a change this filing does not explain.
23 May 2011listing compliance notice▲ GoodMajor
This amendment reports that Falco Investments rescinded its April conversion notice on May 10, 2011, so the 13,238,220 shares are no longer being issued. Shares outstanding are shown as 75,899,999 with no 5% holders listed, which reverses the dilution in the prior filing. It also says a 2009 British Columbia Securities Commission cease trade order (for not filing certain reports including a technical report) remains, and the company has hired lawyers to work out how to comply. The filing does not say what happens to the Falco notes now.
3 May 2011capital raising announcement▼ BadMajor
On April 20, 2011 Falco Investments converted two of its October 2010 notes ($132,382.20 of principal) into 13,238,220 restricted shares at $0.01, and the board accepted. The filing reports 88,838,219 shares outstanding and Falco at 19.1% (16,983,000 shares, including shares held through Highcroft Investments). This partly resolves the open question of Falco note conversion, though the other notes are not mentioned and conversion was later rescinded (see next filing).
26 Apr 2011material agreement● Neutral
Jerry Drew joined the board on April 14, 2011, so the board is now Drew, Glen Soler and Dr. Stewart Jackson. His background is in business development, marketing, a painting business and a vineyard; the filing lists no mining or oil and gas experience.
26 Apr 2011material agreement● NeutralMajor
On February 9, 2011 the company took an option on the Bateman Property, 136 claim units for nickel-cobalt-gold-platinum prospects 35 km northwest of Thunder Bay, Ontario, owned by Richard and Gloria Kwiatowski. It pays $5,000 and issues 250,000 shares on transfer of title, then scheduled payments ($20,000 at year one, $30,000 at year two, then $25,000 yearly until $200,000 total), a 3% NSR royalty, and a commitment to spend $200,000 on the property. This is a small, new mineral property for a company that had none.
26 Apr 2011material agreement● NeutralMajor
The company extended its December 9, 2010 letter agreement with Guyanex Minerals Corp. to form a joint venture on gold concessions in Guyana. It would buy a 50% interest by paying $5,000,000 into escrow, and the payment date moved to May 31, 2011. The filing does not say where the $5,000,000 would come from. This is the company's first new asset proposal since the 2010 rescissions.
21 Mar 2011capital raising announcement▼ Bad
Filed in March 2011 for agreements dated Oct-Nov 2010, the company signed six consulting agreements and issued 9,999,999 restricted shares to five of the consultants as payment: LV Media Group (3,000,000 shares for $30,000), Paul Murphy (4,000,000 for $80,000), Ariel Serrano (2,000,000 for $40,000), and retainers to David Figueiredo (666,666) and Steve Claus (333,333). CEO Dr. Stewart Jackson also got a five-year consulting deal at $2,000 a month, payable in cash or shares. Much of the consulting is aimed at finding precious metal assets to acquire, which fits the company having no assets after the October 2010 rescissions; the share issuances dilute existing holders.
12 Nov 2010material agreement▼ BadMajor
The company entered into six unsecured convertible notes with Falco Investments Inc. totalling $324,313.49 of principal, dated October 21, 2010, at 12% interest compounded annually. Falco can convert them into shares at $0.01 per share, described as a 20% discount to the October 21, 2010 trading price. The quarterly amounts run from June 30, 2009 to September 30, 2010, and are said to be reflected in the company's financial statements. If converted this could add a large number of shares (inference: about 32 million at the stated price).
29 Oct 2010material agreement termination● NeutralMajor
The company rescinded the September 2009 agreement for two Chile coal concessions, saying it could not obtain the financial and technical information it needed because the seller lost documentation in the February 27, 2010 Chile earthquake. The 10,000,000 shares had not been issued, so no dilution occurred. This ends the Chile deal.
29 Oct 2010material agreement termination▼ BadMajor
The company rescinded the Touchstone agreement, saying that after due diligence this was in the best interests of the company and its shareholders. Nothing is said about funds paid. This ends the British Columbia placer claim deal from June 2010.
25 June 2010material agreement● NeutralMajor
The company agreed to a deal letting it earn up to 80% of Touchstone Precious Metals Inc., which has an agreement to buy the Lucky Thirteen placer claim near Hope, British Columbia. To earn in, it must fund a work program of about $400,000 ($75,000 within 30 days and the balance within 60 days). It earns 25% on completing the program, 50% on a BC mining permit, and 80% at production. This is a new direction after the Chile coal deal.
28 May 2010financial restatement▼ BadMajor
A third reporting problem: the company filed its March 31, 2010 quarterly report without auditor review, so the board concluded on May 24, 2010 that it should no longer be relied on. The company intends to file an amended report. This repeats the earlier pattern of un-reviewed filings.
12 May 2010financial restatement▼ BadMajor
A second amendment spells out the errors in the June 30, 2009 report: related-party payables were not recorded so they were increased, the shares issued and outstanding were corrected, and the accumulated deficit rose as a result. The September 2009 report was filed without auditor review, and the company says it will file amended quarterly reports.
21 Apr 2010financial restatement▼ Bad
This amendment restates the November 2009 warning: the September 30, 2009 quarterly report was filed without review by the auditor, so it cannot be relied on. The company expects to file restated financials on or before May 10, 2010. Dennis Lorrig now signs as President/CEO.
2 Feb 2010financial restatement▼ BadMajor
The company said its financial statements for the six months ended June 30, 2009 also should no longer be relied on, after its auditor flagged errors. This extends the reporting problems beyond the September 2009 quarter, and the errors were still being corrected.
10 Dec 2009financial restatement▼ BadMajor
The company said its financial statements for the nine months ended September 30, 2009 should no longer be relied on: the auditor Seale & Beers advised there were errors and that the statements had not been reviewed by them. The fix raises related-party payables to $143,581 in the cash flow statement, with net cash used in operations of ($620); revenues and the balance sheet are said to be unaffected.
24 Nov 2009auditor change▼ Bad
This amended filing repeats the August 2009 auditor change and adds that the PCAOB revoked the registration of the former auditor Moore on August 27, 2009. The company plans to stop including Moore's audit reports in future filings and could not get an updated letter from Moore.
2 Oct 2009material agreement● NeutralMajor
On September 25, 2009 the company agreed to acquire rights to coal concessions in Lota Bay, Chile from Maria Ines Moraga Latapiat in return for 10,000,000 new shares, with closing due by October 31, 2009. This is a first move into a mineral asset and would add a large number of shares if completed.
17 Aug 2009auditor change● Neutral
The board dismissed its auditor Moore & Associates Chartered and hired Seale and Beers, CPAs on August 7, 2009. The filing says there were no disagreements; Moore's report on the 2008 accounts carried a going-concern qualification. Stuart Carnie signs as President, so the leadership has changed from Chris Lori.
18 June 2008capital raising announcement▼ Bad
On June 2, 2008 the company issued 2,000,000 restricted shares to its President and director Chris Lori for services rendered; the filing gives the $0.001 par value as the price and no cash was stated as received. This dilutes existing shareholders in favour of an insider.