As filed with the Securities and Exchange Commission on September 9, 2011

Registration No. 333-_____


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933


CROWN MARKETING

(Name of registrant as specified in its charter)


Wyoming

5122

98-0178621

(State or Jurisdiction of

Primary SIC Code

(IRS Employer

incorporation or organization)

Identification No.)

                             

 

25 Mountaire Court, Highland Avenue

Carlos E. Duque, Esq.

           London, UK NW9 0QA

103 Concord Ave Ste 2-2

                    +447896150866

Boston, MA 02143

(317) 270-3353

(Address, including zip code, and telephone number, including area code


of Registrant's principal executive offices)

(Name, address, including zip code, and telephone

 

number, including area code, of agent for service

                           

copy to:

Carlos E. Duque, Esq.

103 Concord Ave Ste 2-2


Boston, MA 02143

(317) 270-3353


Approximate date of commencement of proposed sale of the securities to the public:  As soon as practicable after the effective date of this registration statement.


If the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box:  [X]


If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  [ ]


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  [ ]


If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box:[ ]


1






CALCULATION OF REGISTRATION FEE

                                                                                                                                                                                  

Proposed Maximum

Proposed Maximum

Title of Each Class of

Amount to

Offering Price

Aggregate

Amount of

Securities to be Registered

Be Registered

Per Share (1)

Offering Price

Registration Fee


                                                                                                                                                                                  

Common Stock offered by

  Selling Stockholders

             11,000

                          $

     .07

 $

770

     $     .09

  Selling Stockholders included in Units…

    240,000   (2)

       $     .07

    $

    16,800                 $      1.95


  Company to Selling Stockholders

        Upon Warrant Exercise..                                         2,400,000   (3)                     $     .07

    $            168,000                 $      19.50

Total

          2,651,000                           

 $

185,570

     $     21.54

(4)










(1)

Estimated solely for purposes of calculating the registration fee.  The proposed maximum offering price  per share is based upon the expected public offering price of $.07 per share pursuant to Rule 457(a).  The  common stock does not currently trade and the Registrant makes no representation hereby as to the price at which its common stock shall trade.

(2)  Includes 240,000 shares included in 240,000 Units offered and sold in June 2010.  Each Unit includes one share of common stock and ten Class A Warrants each entitling the holder to purchase shares at a price of $.07 per share.

(3)   Includes 2,400,000 shares of common stock issuable upon exercise of the 2,400,000 Class A Warrants which are included in the Units. Each Class A Warrant is exercisable at a price of $.07 per share.  Includes reoffers of such shares.

(4)  Filing fee of $21.54 paid with initial filing.


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


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PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION


PROSPECTUS

CROWN MARKETING

2,651,000 Shares of Common Stock


The 2,651,000 shares of common stock of Crown Marketing, a Wyoming corporation  ("Crown Marketing") are offered by the Selling Stockholders and include 251,000 shares of common stock currently held by them as well as 2,400,000 shares of common stock issuable upon exercise of Class A Warrants at a price of $.07 per share.  The expenses of the offering, estimated at $6,000, will be paid by Crown Marketing.  Crown Marketing will not receive any proceeds from the sale of shares by the Selling Stockholders.  There is currently no trading market for the common stock.


The "penny stock" rules limit trading of securities not traded on NASDAQ or a recognized stock exchange, or securities which do not trade at a price of $5.00 or higher, in that brokers making trades in those securities must make a special suitability determination for purchasers of the security, and obtain the purchaser's written consent prior to purchase.  If our common stock is not listed on NASDAQ or a recognized stock exchange or its trading price is not $5.00 or more these rules may cause many potential purchasers to reconsider their intended purchase of our common stock.  The application of these rules may make it difficult for purchasers in this offering to resell their shares.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed on the accuracy or adequacy of this prospectus.  Any representation to the contrary is a criminal offense.


Purchase of these securities involves risks.  See "Risk Factors" on page 3.


Initial Offering Price (1)

Sales Commissions

Total to Selling Stockholders


Per share

$.07

(2)

$.07


Total

$17,570

(2)

$17,570



(1)

The shares in this table include 251,000 shares offered by the Selling Stockholders currently owned by them will be offered at the Initial Offering Price until such time, if any, that the common stock is trading or listed on a public market, at which time the common stock will be offered at market prices.  The Initial Offering Price of $.07 was determined by negotiations between Crown Marketing and the selling stockholders and is based upon the exercise price of the Class A Warrants included in the Units.

(2)

This table does not include any shares issuable to selling stockholders.  Crown Marketing will not receive any proceeds from the offering by the Selling Stockholders. Although Crown Marketing will receive $.07 per Class A Warrant exercised ($168,000 if all 2,400,000 Class A Warrants are exercised) there is no assurance that any Class A Warrants will be exercised nor that any proceeds will be received by Crown Marketing.  No person has agreed to underwrite or take down any of the securities.  For sales on any trading market, sales commissions will be limited to those paid in similar market transactions.  For private sale transactions, no sales commission can be paid.  There is no minimum amount of securities which may be sold.


Information contained herein is subject to completion or amendment.  A registration statement relating to these securities has been filed with the Securities and Exchange Commission.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.  This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.


The date of this prospectus is September  ____, 2011.


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PROSPECTUS SUMMARY


The following is intended to be a summary of the most important aspects of our business.


Crown Marketing


We plan to engage in the purchase, warehousing and wholesale distribution of a certain range of pharmaceutical products to distributors based outside of the United States.  Due primarily to regulatory considerations, the Company intends to deal exclusively with parties that do not fall within the territorial jurisdiction of the United States.  These may include manufacturers, distributors and any intermediary vendors with whom we may do business at varying stages of the procurement and distribution process.  We plan to purchase clinically tested non-addictive generic pharmaceutical products from reputable companies operating in nations that have strong pharmaceutical industries but are not typically considered advanced industrial economies.  It is likely that many of these manufacturers will be primarily located in the Republic of India.  We will make every reasonable effort to deal exclusively with companies that have a proven track record in the industry, significant operating history and the necessary expertise to manufacture effective and safe pharmaceutical products.  We may require many of our partner manufacturers to carry products liability insurance in their home country.  Additionally, the Company intends to give priority to manufacturers that rely on third party, independent quality assurance laboratories to provide objective analysis of the products’ safety and efficacy.  


We began operations in July 2011 by purchasing inventory.  Initial marketing will likely be focused on existing distributors in the Caribbean.  By the end of 2011, we expect to expand our network of distribution partners to include alternative marketing strategies (See “Marketing”).  We expect to develop several revenue streams, each arising from a distinct distribution model.


Our address is 25 Mountaire Court, Highland Avenue London, UK  NW9 OQA and our telephone number is +447896150866.


The Offering


The offering is being made by the Selling Stockholders, who are offering all of the shares owned by them, and also includes additional shares issuable upon exercise of Class A Warrants.  


Securities Offered:

251,000 shares of common stock held by Selling

Stockholders, and an additional 2,400,000 shares issuable

upon exercise of a like number of Class A

Warrants at a

price of $.07 per share.


Initial Offering Price

$.07 per share.


Offering Period:

Until [12 months from effective date]


  Risk Factors

The securities offered hereby involve a high degree of risk and immediate substantial dilution and should not be purchased by investors who cannot afford the loss of their entire investment.


Common Stock Outstanding Before Offering:

4,340,080 shares


Common Stock Outstanding After Offering:

6,740,080 (1) shares


(1)

Based on 4,340,080 shares outstanding as of June 30, 2011 and the exercise of all 2,400,000 Class A Warrants in connection with this offering.  


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RISK FACTORS


Investors should review the following risk factors which apply specifically to the Company.


We have no revenues to date


Until May 2011, our operations were limited to developing our sources of supply and potential distributors.  There is no assurance that we will be able to successfully distribute pharmaceutical products.   As of July  2011, we have entered into preliminary negotiations with several distributors throughout the Caribbean with respect to  distribution of pharmaceutical products.  There is no implied or explicit guarantee that these discussions will come to fruition or that a favorable transaction will ever materialize.  Our cash needs have been funded by a prior offering of 240,000 shares issued at $.05 per share that yielded $9,600 and from contributions to capital by our officer and director. We expect to receive revenues by cultivating one or more favorable business partnerships with regional distributors in the Caribbean by the end of calendar 2011.  If we do not generate a revenue stream by that time, we will be forced to issue more common stock in an additional round of fundraising that will dilute existing shareholders.  Furthermore, depending on market conditions extant at the time of said capital raise, the Company may be forced to offer common stock at a purchase price that is lower per share than what has been offered in both past and current offerings.  Such an offering would be unfavorable to existing shareholders because their holdings would be even further diluted by the subscription of investors who would receive shares of equal value and voting right in exchange for a smaller investment per share.  Prospective investors of the current offering should carefully consider these risks and avoid subscribing unless they can afford to lose their entire investment.    


The current economy has severely limited the amount of income that an average consumer has available for discretionary spending.     


Because some or all of the drugs we procure may not be directed towards the treatment of life threatening ailments or other debilitating maladies,  consumers may consider our products discretionary, or non-essential.  By consequence, it is to be expected that many consumers, financially distressed as a result of continued turbulence in the markets arising from the recession of 2008, will limit the amount of money they spend on our products for the duration of the current global economic downturn.  This limitation on consumer spending could affect the profitability of our business partners and adversely impact our ability to generate revenues.  Until the economy improves or we are able to capitalize on a profitable market niche arising from an economy of scale or other competitive advantage, it will be difficult if not impossible to transact with a number of business partners adequate to generate long-term profitability.  It will require extremely efficient execution of our business plan and a continuing expenditure of our cash reserves in order to establish the economy of scale necessary to undercut current suppliers as necessary to penetrate the market.  Time is of the essence.   Given the Company’s modest cash position, any delay in contracting with suitable business partners in a profitable market is likely to threaten the Company’s prospects as a going concern.  Any delay could lead to increased transaction costs and a loss of profitability, possibly ending in bankruptcy or other dissolution of the company on terms unfavorable to its shareholders.  Liquidation value of the Company’s current assets is negligible and share value in the case of a dissolution would likely drop below $.01 per share.  In this scenario there is no guarantee of any shareholder recovery at all.     


Lack of full time personnel impedes our development.


Our management devotes only part time (10 hours per week) to the business of the Company. We have no full time employees, but hire independent contractors on a per project basis.  Until we can produce revenues, management will not be able to devote full time to the business.  


The market for companies engaged in the distribution of pharmaceutical products to alternative markets is continually evolving, and our business model may become obsolete.


The market for pharmaceutical distributors in which we operate is constantly changing.  There are tens of thousands of individuals and companies who are seeking to take advantage of the marketing opportunities for pharmaceutical products presented by alternative markets in the developing world. Any one of these entrepreneurs could develop a procurement, marketing or distribution method which makes our business model obsolete or makes it less effective.

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Our auditors have rendered a going concern emphasis opinion on our financial statements.


Our auditors have expressed concern as to the uncertainties in our business model which raise substantial doubt about our ability to continue as a going concern.  If our business is ultimately unsuccessful, the assets on our balance sheet could be worth significantly less than their carrying value and the amount available for distribution to stockholders on liquidation would likely be insignificant.


Penny stock rules could make it hard to resell your shares.


Crown Marketing's common stock will  not meet the listing requirements for any trading market other than the "Pink Sheets" or the  OTC Bulletin Board.  The common stock is not currently quoted, and we plan to solicit one or more market makers to apply for a listing of our common stock on the OTC Bulletin Board. The OTC Bulletin Board may not accept the application of any market maker to initiate quotations in our common stock.  Consequently, the liquidity of Crown Marketing's securities could be impaired, not only in the number of securities which could be bought and sold, but also through delays in the timing of transactions, reduction in security analysts' and the news media's coverage of Crown Marketing, and lower prices for Crown Marketing's securities than might otherwise be attained.


In addition, the "penny stock" rules limit trading of securities not traded on NASDAQ or a recognized stock exchange, or securities which do not trade at a price of $5.00 or higher, in that brokers making trades in those securities must make a special suitability determination for purchasers of the security, and obtain the purchaser's written consent prior to purchase.  If our common stock is not listed on NASDAQ or a recognized stock exchange or its trading price is not $5.00 or more these rules may cause many potential purchasers to reconsider their intended purchase of our common stock.  The application of these rules may make it difficult for purchasers in this offering to resell their shares.


If our Class A Warrants are not exercised, we may lack funding for our business.


The outstanding 2,400,000 Class A Warrants,  if all are exercised, will result in proceeds of $168,000 to the Company. No person has agreed to exercise his or her Class A Warrants. If the Warrants are not exercised, we will not receive the proceeds therefrom, and will need to seek other sources for equity or debt investment. The terms of any such investment cannot be foreseen at this time, and such terms may be on terms which are less favorable to Crown Marketing than the offerings made to date by Crown.


ADDITIONAL INFORMATION


Crown Marketing has filed a registration statement under the Securities Act with respect to the securities offered








hereby with the Commission, 100 F Street, N.E., Washington, D.C.  20549.  This prospectus, which is a part of the registration statement, does not contain all of the information contained in the registration statement and the exhibits and schedules thereto, certain items of which are omitted in accordance with the rules and regulations of the Commission.  For further information with respect to Crown Marketing and the securities offered, reference is made to the registration statement, including all exhibits and schedules thereto, which may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates during regular business hours.  You can call the Commission at (202) 551-8090 for further assistance or information.     


Crown Marketing is required to file reports and other information with the Commission.  All of such reports and other information may be inspected and copied at the Commission's public reference facilities described above. The public may obtain information on the operation of the public reference room in Washington, D.C. by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission.  The address of such site is http://www.sec.gov.  In addition, Crown Marketing intends to make available to its shareholders annual reports, including audited financial statements and such other reports as Crown Marketing may determine.

6


DIVIDEND POLICY


Crown Marketing has not paid any dividends on its common stock.  Crown Marketing currently intends to retain any earnings for use in its business, and therefore does not anticipate paying cash dividends in the foreseeable future.


MARKET PRICE OF COMMON STOCK


Our common stock was formerly listed on the Pink Sheets under the symbol SPCL, but has not been listed or traded for more than the last three years. There is currently no trading market for the common stock.


  As of June 30, 2011, there were approximately 71 record holders of common stock.


There are 240,000 Class A warrants outstanding, each entitling the holder to purchase 10 additional shares of company common stock at a purchase price of $.07 per share.  The Class A warrants are exercisable until 5:00 pm on December 31, 2014.  The Company may reduce the purchase price permanently or temporarily at any time. As of the date of this Prospectus there are 4,340,080 shares outstanding, including 251,000 shares which have been registered for resale via this prospectus.  









PLAN OF OPERATION


Critical Accounting Policies and Estimates


Principles of consolidation. The condensed consolidated financial statements include the accounts of the Company and its subsidiary. All significant inter-company balances and transactions are eliminated on consolidation.


Use of estimates.   In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.


Plan of Operations


We have not yet enjoyed any revenues. We had losses of $22,024 and $1,975 for the years ended June 30, 2011 and 2010, respectively. Our operating expenses consist primarily of costs related to the purchase, warehousing and transport of inventory, in addition to expenses associated with the cost of being public of about $2,500 per month.


Our cash needs in the year ended June 30, 2012 are estimated to be $40,000. We sold 240,000 Units for net proceeds of $12,000 in June 2010, and sold 11,000 shares for net proceeds of $1,100 in March 2011 including $300 which was received in April 2011.  Our officer and director contributed $400 and $7,200 to capital in cash in July 2010 and March 2011, respectively.  These amounts together with advances from management should be sufficient to cover our cash needs through the end of the September 30, 2011 quarter, at which time, unless we receive revenues, we will be required to obtain additional funding. We have no arrangement or understanding pursuant to which we might obtain such funding.  


Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The statements in "Risk Factors" and other statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.

7


Since we have not yet generated any revenues, we are a development stage company as that term is defined in Section 915 - Development Stage Entities, of the FASB Accounting Standards Codification.   Our activities have mostly been devoted to seeking capital; seeking supply contracts and development of a business plan.  Our auditors have included an explanatory paragraph in their report on our financial statements, relating to the uncertainty of our business as a going concern, due to our lack of operating history or current revenues, its nature as a start up business, management's limited experience and limited funds.  We do not believe that conventional financing, such as bank loans, is available to us due to these factors.  We have no bank line of credit available to us.  Management believes that it will be able to raise the required funds for








operations from one or more future offerings, in order to effect our business plan.


Our future operating results are subject to many facilities, including:


o     our success in entering into favorable business partnerships with pharmaceutical distributors;


o     the success of any joint marketing agreements;


o     our ability to obtain additional financing; and


o     other risks which we identify in future filings with the SEC.


Any or all of our forward looking statements in this prospectus and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this prospectus.


Contractual Obligations and Off-Balance Sheet Arrangements


We do not have any contractual obligations or off balance sheet arrangements.


BUSINESS










Background


Crown Marketing, a Wyoming corporation (the "Company" “us” or “we”) was incorporated on July 6, 2010 and is the successor by merger to Space Launch Financial, Inc.  ("SPCL").  SPCL had its stated objective of funding satellite launches, but did not generate any revenues in this proposed business.  In July 2010, SPCL underwent a holding company reorganization under Delaware law, pursuant to which it became a wholly-owned subsidiary of SPCL Holding Corporation, and  SPCL, together with its assets and liabilities, was sold to a non-affiliated third party. SPCL Holding Corporation subsequently reincorporated in Wyoming by merger into the Company.  


The Company carries on all of its operations through its Wyoming subsidiary, Green4Green, which was formed by our director and officer, Igor Produn, in July 2009 and transferred to the Company in exchange for 4,000,000 new shares of common stock in July 2010.   


Our Business


We intend to engaged in the wholesale distribution of non-addictive generic pharmaceutical products to distributors who are headquartered and operate exclusively outside the territorial jurisdiction of the United States.  We purchase clinically tested non-addictive generic pharmaceutical products from reputable companies operating primarily in India.  We deal only with companies that have a proven track record in the industry, significant operating history and the necessary expertise to manufacture effective and safe pharmaceutical products.  We prefer that all manufacturers carry products liability insurance in their home country.  Additionally, they are strongly encouraged to contract with third party quality assurance laboratories to provide additional assurances relating to the safety and efficacy of the product(s) in question.

8


Until May 2011, our operations were limited to developing our business plan and seeking supply sources.  We expect that initial marketing will be focused on existing regional pharmaceutical distributors in niche markets such as the Caribbean.


Our current business model is predicated on the fact that consumption of non-essential pharmaceutical products among consumers in the developing world has increased exponentially over the past decade.  Due to the globalization of the pharmaceutical distribution industry and the proven competence of off-shore pharmaceutical manufacturers, consumers worldwide have demonstrated an increased level of comfort with the purchase and consumption of generic pharmaceuticals.  Due to skyrocketing drug costs and a shift in consumers’ perception regarding the amount of risk involved in the purchase of products from alternative manufacturers, a significant percentage of consumers are turning to alternative markets, such as mail order and mini-pharmacies (not staffed by trained pharmacists), eg. brick and mortar pharmacies to fulfill their commonplace pharmaceutical needs.  As these markets become more transparent, recognizable brand names are likely to develop in the “alternative” pharmaceutical industry.  We believe that consumers will begin to rely on producers and distributors that they have come to recognize as reliable in the mail order and mini pharmacies to a similar extent that consumers do so in the traditional pharmacies.


Marketing


Our marketing team plans to focus on a threefold strategy designed to penetrate the Company’s target market (See “Competition”).  The alternative pharmaceutical industry is a recent development and, although its growth may seem certain, the particular avenues through which the market will expand may be difficult to predict at this time.  For this reason our marketing team plans to employ a varied approach designed to diversify risk and, in our opinion, increase the likelihood that we will capture a significant portion of the more conservative “late arrivals” to the market that we see as our primary profit center and niche market.  All sales will be priced on a sliding scale that is pegged to order size.  With our current  cash position, we anticipate the ability to offer products at a 10% discount to their current market price on the wholesale markets, reaching up to 15% for orders on the larger end of our distribution capacity.    


We intend to systematically reach out to existing regional pharmaceutical distributors in key developing markets and offer our procurement services.  We intend to first penetrate Caribbean distribution centers that cater to consumers spread across island nations such as Jamaica, Antigua and Barbuda, Curacao, and Netherlands Antilles, potentially reaching the Dominican Republic.  We see this market as less protected and providing higher margins.  In the medium term, after the Company’s distribution chain is reliably established in the Caribbean, we intent to expand southwards into the South American continent.  Unless specifically requested to the contrary, the Company will manage the bulk of warehousing and shipping, with the regional distributor serving primarily as a marketing agent with an existing client base.  The rationale for this arrangement is that our profitability will depend primarily on the entering into of long-term supply contracts with our distributors that involve amounts of product that would be difficult for them to manage and store without assistance from the Company.  We view this steady expansion of our distribution chain and the focus on discounted bulk sales as the foundation of our long-term profitability.  


Employees and Design Services


The Company's only employee at the present time is its sole officer and director, who devotes about 10 hours per week to the affairs of the Company.  (See "Management"). Remaining consultants and technical personnel such as marketing specialists and website designers are compensated as independent contractors.  We will pay these persons on a contract basis as required.  


Competition


The worldwide generic pharmaceutical distribution industry is highly competitive and largely fragmented. Some of the strongest competition will likely arise from the countless online distributors that cater to regional markets.  We believe that a market inefficiency has developed, however, wherein online and smaller distributors have yet to capitalize on the benefits of focused brand building and the economies of scale available in a distribution model that caters to a regional market rather than a national one.  As prescription drug costs have continued to skyrocket and consumers have increasingly flocked to less recognized distributors and manufacturers, the growing demand has created a market niche for a more centralized distribution model.


9

We believe the vast majority of distributors currently operating in alternative markets such as the Caribbean and Latin America lack the transparency, disclosure and safeguards against defective or tainted product that are necessary to capitalize on this growing market trend.  The Company’s primary objective is to supply the growing demand among more risk-averse consumers who have recently turned to the alternative pharmaceutical industry for relief from exorbitant drug costs.   We believe these consumers proceed carefully and require assurances of safety and effectiveness at every step in the research and purchasing process.  This segment of alternative pharmaceutical consumers may be reasonably considered a market niche that is currently underserved.  We believe the Company can capitalize on this unmet demand through bulk sales across multiple nation-markets with a consistent focus on disclosure of our manufacturers’ verifiably effective quality control methods and their successful operating history in the industry.  


Legal Proceedings


Crown Marketing is not a party to any material pending legal proceeding.










MANAGEMENT


Directors and Executive Officers


The sole member of the Board of Directors of Crown Marketing serves until the next annual meeting of stockholders, or until their successors have been elected.  The officer serves at the pleasure of the Board of Directors.  The following is the director and executive officer of Crown Marketing.


Igor Produn , Chief Executive and Financial Officer and director


Mr. Produn, age 27, became chief executive and financial officer and director of our subsidiary Green4Green in July, 2009 and our chief executive and financial officer and sole director in July 2009.  Since July 2007, he has also been  a Regional Distribution Manager for Global ABC Corporation, an industrial development and distribution consulting firm headquartered in Odessa, Ukraine that is a subsidiary of Global ABC Enterprises.  Global ABC Enterprises is a holding company with subsidiaries operating in a variety of industries including, but not limited to importation of packaged food, international supply chain management and industrial development.  During his employment at Global ABC Ltd Mr. Produm has managed all aspects of corporate development and cash flow control; he oversaw strategic planning and execution of marketing initiatives.  Through these efforts Mr. Produm demonstrated a marked increase in company business as measured by distribution points as well as sales volume.  In honor of his efforts, Mr. Produm was formally recognized as “best manager” of the company in the year of 2008.  He is a graduate of the National Shipbuilding University in Nikolaev, Ukraine, where he studied organizational management and economics.    









Executive Compensation


Mr. Produn is not receiving any compensation, cash or otherwise, for his services until such times as revenues are forthcoming. He is the sole director. We intend to add another person as director by March 3,1 2012 and such director will act as the compensation committee to determine the appropriate compensation for Mr. Produn based on revenues and profitability.


No amounts are paid or payable to directors for acting as such.

10


The following table sets forth the compensation of the Company's sole executive officer for the years ended June 30, 2011 and 2010.


SUMMARY COMPENSATION TABLE

Name and Principal  Position
(a)

Year
(b)

Salary
($)
(c)

Bonus
($)
(d)

Stock
Awards
($)
(e)

Option
Awards
($)
(f)

NonEquity
Incentive
Plan
Compensation
($)
(g)

Nonqualified
Deferred
Compensation
Earnings
($)
(h)

All
Other
Compensation
($)
(i)

Total
($)
(j)

   


Igor

Produn, CEO and CFO

 2011

2010

1,800

0

0

0

0

0

0

0

0

0

0

0

0

0

1,800

0

   



PRINCIPAL SHAREHOLDERS


The following table sets forth information relating to the beneficial ownership of Company common stock as of the date of this prospectus by (i) each person known by Crown Marketing to be the beneficial owner of more than 5% of the outstanding shares of common stock (ii) each of Crown Marketing' directors and executive officers, and (iii) the Percentage After Offering assumes the sale of all shares offered.  Unless otherwise noted below, Crown Marketing believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.  For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities.  Each beneficial owner's percentage ownership is determined by assuming that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised. The Percentage After Offering assumes all Class A Warrants are exercised.









Percentage

Percentage

Name

Common Stock

Before Offering

After Offering


William Wilkinson(1)

440,000

9.3%

-

Bioclean Products(1) (2)

440,000

9.3%

-

Able Direct Marketing(1)(3)

 440,000

9.3%

-

Coolserve Corporation(1) (4)

440,000

9.3%

-

Anahuac Management(1) (5)

440,000

9.3%

-

Esthetics World(1) (6)

440,000

9.3%

-



Igor Produn

 4,031,710

93.0%

59.8%


All officers and

directors as a group

(1 person)

4,031,710

93.0%

59.8%


(1)

Includes 400,000 shares issuable upon exercise of a like number of Class A Warrants held by such person, which may be reoffered pursuant to this Prospectus, but assumes that no other person has exercised its Warrants.  

11

(2)

Control person is Doris Urueta

(3)

Control person is Katya Konuschenko

(4)

Control person is Alex Sosnovsky

(5)

Control person is Yuriy Semenov

(6)

Control person is Karen Campo


SELLING STOCKHOLDERS


The shares of common stock of Crown Marketing offered by the Selling Stockholders will be offered at a price of $.07 per share and then, if the shares are subsequently publicly traded, at market prices, as reflected on the National Association of Securities Dealers Electronic Bulletin Board, or on the NASDAQ Small Cap Market if the Common Stock is then traded on NASDAQ.  It is anticipated that registered broker-dealers will be allowed the commissions which are usual and customary in open market transactions. There are no other arrangements or understandings with respect to the distribution of the Common Stock.  Except as noted, the Selling Stockholders do not own any Common Stock except as registered hereby for sale and will own no shares after the completion of the offering.  Six of the Selling Stockholders have entered into a “lockup” agreement wherein they promised to refrain from selling common stock in any amount greater than two thousand (2,000) shares per calendar month until June 30, 2013.  However, the selling restriction contained therein will be automatically cancelled if any one of the following four circumstances should occur: (a) The Company earns an aggregate total of $.10 per share of common stock (adjusted for any forward or reverse splits that may have taken place after the lockup agreement was entered into);  (b) A tender offer is made for, or buyout is accepted by, the Company for a purchase price which values the company at $1.00 per share or greater, regardless of whether the offer entails cash compensation, stock exchange, debt issuance or any combination thereof; or (c) shares of Company’s common stock are regularly quoted at $5 per share or greater on any domestic interdealer quotation system and the Company otherwise falls outside the definition of “penny stock” pursuant to Rule 3a51-1 of the Securities and Exchange Act of 1934.  In the case the Company or its stock, whichever is applicable, conforms to any of the aforementioned specifications, imposition of the selling restrictions pursuant to the lockup will be immediately rendered null and void.  The relationship, if any, between Crown Marketing and any Selling Stockholder is set forth below. Should any successor to any Selling Stockholder wish to sell the shares under this Prospectus, Crown Marketing will be required to file a prospectus supplement covering those shares. Persons with common surnames are to our knowledge related by blood or marriage. None of the Selling Stockholders own more than 1% of the outstanding shares unless indicated and none will own any shares after the offering except as indicated.

 

Shares Beneficially                                     Percentage

Name

 Owned  and Being Offered                        After Offering


Kimberly Peterson

1,000

--

Randall Peterson

1,000

--

Taylor Peterson

1,000

--

Vicki Foster

1,000

--

Kristen Roberts

1,000

--

Richard K. Solosky

1,000

--

Mary L. Roberts-Solosky

1,000

--

Scott Roberts

1,000

--

Jody Roberts

1,000

--

Learned J. Hand

1,000

--

Pacific Coast Administrators

1,000

--

William Wilkinson(1)

440,000

--

Bioclean Products(1) (2)

440,000

--

Able Direct Marketing(1)(3)

 440,000

--

Coolserve Corporation(1) (4)

440,000

--

Anahuac Management(1) (5)

440,000

--

Esthetics World(1) (6)

440,000

--


TOTAL

2,651,000

(1)

Includes 400,000 shares issuable upon exercise of a like number of Class A Warrants held by such person, which may be reoffered pursuant to this Prospectus.  

(2)

Control person is Doris Urueta

(3)

Control person is Katya Konuschenko

(4)

Control person is Alex Sosnovsky

(5)

Control person is Yuriy Semenov

(6)

Control person is Karen Campo












21





PLAN OF DISTRIBUTION


Crown Marketing's common stock is not currently traded on any market, but intends to solicit one or market makers to file for a listing of the common stock on the OTC Bulletin Board.   Application for the OTC Bulletin Board can be made only upon effectiveness of the registration statement of which this Prospectus is a part. Crown Marketing anticipates the selling stockholders will sell their shares directly on the Pink Sheets LLC, on the OTC Bulletin Board or any other market any market created. The prices the selling stockholders will receive will initially be $.07 per share until the shares are trading on a market such as the OTC Bulletin Board, and thereafter will be determined by the market conditions.  Selling stockholders may also sell in private transactions.  Crown Marketing cannot predict the price at which shares may be sold or whether the common stock will ever trade on any market.  The shares may be sold by the selling stockholders, as the case may be, from time to time, in one or more transactions.  Crown Marketing does not intend to enter into any arrangements with any securities dealers concerning solicitation of offers to purchase the shares. Selling Stockholders may also sell in private transactions, at privately negotiated prices, but no sales commissions may be paid for effectuating private transactions.


Commissions and discounts paid in connection with the sale of the shares by the selling stockholders will be determined through negotiations between them and the broker-dealers through or to which the securities are to be sold and may vary, depending on the broker-dealers fee schedule, the size of the transaction and other factors. The separate costs of the selling stockholders will be borne by them. The selling stockholders will, and any broker,-broker dealer or agent that participates with the selling stockholders in the sale of the shares by them may be deemed an "underwriter" within the meaning of the Securities Act, and any commissions or discounts received by them and any profits on the resale of shares purchased by them may be deemed to be underwriting commissions under the Securities Act. Crown Marketing understands that it is the position of FINRA that such sales commissions or discounts should not exceed 5% of the gross offering price at which the selling stockholders sell their shares.


Regulation M prohibits certain market activities by persons selling securities in a distribution.  To demonstrate their understanding of those restrictions and others, selling stockholders will be required, prior to the release of unlegended shares to themselves or any transferee, to represent as follows: that they have delivered a copy of this prospectus, and if they are effecting sales on the Electronic Bulletin Board or interdealer quotation system or any electronic network, that neither they nor any affiliates or person acting on their behalf, directly or indirectly, has engaged in any short sale of Crown Marketing common stock; and for a period commencing at least 5 business days before his first sale and ending with the date of his last sale, bid for, purchase, or attempt to induce any person to bid for or purchase Crown Marketing common stock.


Crown Marketing will bear all costs of the offering in registering the shares but will bear no selling expense cost.  The costs of the offering are estimated at $6,000.  This includes $500 which will be paid to Mr. Duque, the Company's counsel,  for providing a legal opinion as to the validity of the securities offered hereby. Crown Marketing will use its best efforts to update the registration statement and maintain its effectiveness for one year.


CERTAIN TRANSACTIONS


The officer and director has advanced $3,809 and $0, respectively, as of June 30, 2011 and 2010.  These amounts are due on demand and bear no interest.


13








DESCRIPTION OF SECURITIES


Common Stock


Crown Marketing's Articles of Incorporation authorize the issuance of an unlimited number of shares of common stock, no par value per share, of which 4,340,080 shares were outstanding as of  June 30, 2011.    Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockhol­ders.  Holders of common stock have no cumulative voting rights.  Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefore.  In the event of a liquidation, dissolution or winding up of Crown Marketing, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities and the liquidation preference to holders of Preferred Stock.  Holders of common stock have no preemptive rights to purchase Crown Marketing's common stock.  There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.


Meetings of stockholders may be called by the board of directors, the chairman of the board, the president, or by one or more holders entitled to cast in the aggregate not less than 20% of the votes at the meeting.  Holders of a majority of the shares outstanding and entitled to vote at the meeting must be present, in person or by proxy, for a quorum to be present to enable the conduct of business at the meeting.


Preferred Stock


Crown Marketing's Certificate of Incorporation authorizes the issuance of an unlimited number of shares of preferred stock, no par value, of which no shares of Preferred Stock are outstanding.


Crown Marketing's Board of Directors has authority, without action by the shareholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series.  Crown Marketing considers it desirable to have preferred stock available to provide increased flexibility in structuring possible future acquisitions and financings and in meeting corporate needs which may arise.  If opportunities arise that would make desirable the issuance of preferred stock through either public offering or private placements, the provisions for preferred stock in Crown Marketing's Articles of Incorporation would avoid the possible delay and expense of a shareholder's meeting, except as may be required by law or regulatory authorities.  Issuance of the preferred stock could result, however, in a series of securities outstanding that will have certain preferences with respect to dividends and liquidation over the common stock which would result in dilution of the income per share and net book value of the common stock.  Issuance of additional common stock pursuant to any conversion right which may be attached to the terms of any series of preferred stock may also result in dilution of the net income per share and the net book value of the common stock.  The specific terms of any series of preferred stock will depend primarily on market conditions, terms of a proposed acquisition or financing, and other factors existing at the time of issuance.  Therefore, it is not possible at this time to determine in what respect a particular series of preferred stock will be superior to Crown Marketing's common stock or any other series of preferred stock which Crown Marketing may issue.  The Board of Directors may issue additional preferred stock in future financings, but has no current plans to do so at this time.


The issuance of Preferred Stock could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of Crown Marketing.









Crown Marketing intends to furnish holders of its common stock annual reports containing audited financial statements and to make public quarterly reports containing unaudited financial information.


Transfer Agent


The transfer agent for the common stock is Corporate Stock Transfer, Denver, Colorado.

14


INTEREST OF NAMED EXPERTS AND COUNSEL


The legality of the Shares offered hereby will be passed upon for Crown Marketing by Carlos Duque, Esq. of  Boston, Massachusetts.


EXPERTS


Weinberg & Company, P.A., an independent registered public accounting firm, has audited our consolidated balance sheets as of June 30, 2011 and 2010, and related consolidated statements of operations, changes in stockholders’ deficiency and cash flows for the year ended June 30, 2011, for the period from July 8, 2009 (inception) to June 30, 2010, and for the period July 8, 2009 (inception) to June 30, 2011.  We have included our consolidated financial statements in the prospectus and elsewhere in the registration statement in reliance on Weinberg & Company, P.A.’s audit report, given on their authority as experts in accounting and auditing.










INDEMNIFICATION


Crown Marketing has adopted provisions in its articles of incorporation and bylaws that limit the liability of its directors and provide for indemnification of its directors and officers to the full extent permitted under the Wyoming General Business Act.  Under Crown Marketing's articles of incorporation, and as permitted under the Wyoming General Business Act, directors are not liable to Crown Marketing or its stockholders for monetary damages arising from a breach of their fiduciary duty of care as directors.  Such provisions do not, however, relieve liability for breach of a director's duty of loyalty to Crown Marketing or its stockholders, liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, liability for transactions in which the director derived as improper personal benefit or liability for the payment of a dividend in violation of Wyoming law.  Further, the provisions do not relieve a director's liability for violation of, or otherwise relieve Crown Marketing or its directors from the necessity of complying with, federal or state securities laws or affect the availability of equitable remedies such as injunctive relief or recision.


At present, there is no pending litigation or proceeding involving a director, officer, employee or agent of Crown Marketing where indemnification will be required or permitted.  Crown Marketing is not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of Crown Marketing pursuant to the foregoing provisions, or otherwise, Crown Marketing has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.


In the event that a claim for indemnification against such liabilities (other than the payment by Crown Marketing of expenses incurred or paid by a director, officer or controlling person of Crown Marketing in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Crown Marketing will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.



15






CROWN MARKETING

(A Development Stage Company)


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



            Page


Report of Independent Registered Public Accounting Firm

14


Consolidated Balance Sheets as of June 30, 2011 and 2010

15


Consolidated Statements of Operations for the year ended June 30, 2011, for the period

July 8, 2009 (inception) to June 30, 2010, and for the period July 8, 2009 (inception) to June 30, 2011

16


Consolidated Statements of Changes in Stockholders’ Deficiency for the period

July 8, 2009 (inception)  to June 30, 2011

17


Consolidated Statements of Cash Flows for the year ended June 30, 2011, for the period

July 8, 2009 (inception) to June 30, 2010 and the period July 8, 2009 (inception)  to June 30, 2011

18


Notes to Consolidated Financial Statements

19





16













REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



 

To the Board of Directors

Crown Marketing

Cheyenne, WY


We have audited the accompanying consolidated balance sheets of Crown Marketing, a development stage company, (the “Company”) as of June 30, 2011 and 2010, and the related consolidated statements of operations, stockholders’ deficiency and cash flows for the fiscal year ended June 30, 2011, for the period July 8, 2009 (inception) to June 30, 2010, and for the period July 8, 2009 (inception) to June 30, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that we considered appropriate under the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Crown Marketing as of June 30, 2011 and 2010, and the results of their operations and their cash flows for the fiscal year ended June 30, 2011, for the period July 8, 2009 (inception) to June 30, 2010, and for the period July 8, 2009 (inception) to June 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company is in the development stage and has not generated any revenues from operations to date, and does not expect to do so in the foreseeable future.  The Company has experienced recurring operating losses and negative operating cash flows since inception, and has financed its working capital requirements through the recurring sale of its equity securities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 



WEINBERG & COMPANY, P.A.

Los Angeles, California

September 8, 2011

17

CROWN MARKETING

CONSOLIDATED BALANCE SHEETS



                                                    ASSETS

JUNE 30,

JUNE 30,

2011

2010



Current Assets

Cash and cash equivalents

$

6,725

$

--

Prepaid state filing fees

--

5,475


Total Current Assets

6,725

5,475



TOTAL ASSETS

$

     6,725

       $ ________ 5,475     



LIABILITIES AND STOCKHOLDERS' DEFICIT


Current Liabilities

Cash overdraft

$

--

$

7,050

Accounts payable

5,815

Accounts payable - related party

3,809

                   

--


Total Current Liabilities

9,624

7,050


Total Liabilities

9,624

7,050


Stockholders’ Deficiency

Preferred stock, no par value, unlimited

   shares authorized; no shares issued and outstanding

--

--

Common stock, no par value, unlimited shares

   authorized; 4,340,080 and 4,000,000 issued and outstanding,

   respectively

21,100

400

Accumulated Deficit

(23,999)

(1,975)


Total Stockholders' Deficiency

(2,899)

(1,575)



TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$

6,725

$

5,475














See accompanying Notes to Consolidated Financial Statements.



18






CROWN MARKETING

CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE

FOR THE

FOR THE

PERIOD

PERIOD

YEAR

JULY 8, 2009

JULY 8, 2009

ENDED

(INCEPTION)

(INCEPTION)

JUNE 30

TO JUNE 30

THROUGH

2011

2010

JUNE 30, 2011



REVENUES

$

--

$

--

$

--


EXPENSES

22,024

1,975

23,999


NET LOSS

$

(22,024)

$

(1,975)

$

(23,999)



Net loss per share – basis and diluted

        $            (0.01)        $           (0.01)


Weighted average shares outstanding – basic and diluted

4,229,339

       4,000,000
























See accompanying Notes to Consolidated Financial Statements.



19

CROWN MARKETING

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY

FOR THE PERIOD JULY 8, 2009 (INCEPTION) TO JUNE 30, 2011




Common Stock

Accumulated

Total

Shares

Amount

Deficit

Capital



Balances, July 8, 2009

--

$

--

$

--

$

--


Issuance of Shares for organization expenses of $300

 and cash of $100

4,000,000

400

--

400


Net loss

--

--

(1,975)

(1,975)


Balances, June 30, 2010

4,000,000

400

(1,975)

(1,032)


Effect of reverse merger transaction

89,080

400

--

400


Issuance of shares and warrants, for cash of $0.05 per unit

240,000

12,000

--

12,000


Contribution to capital by officer

--

7,200

--

7,200


Issuance of shares for cash at $0.10 per share

11,000

1,100

--

1,100


Net loss

--

--

(22,024)

(22,024)


Balances, June 30, 2011

4,340,080

$

21,100

$

(23,999)

$

(2,899)










See accompanying Notes to Consolidated Financial Statements.



20





CROWN MARKETING

CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE

FOR THE

FOR THE

PERIOD

PERIOD

YEAR

JULY 8, 2009

JULY 8, 2009

ENDED

(INCEPTION)

(INCEPTION)

JUNE 30

TO JUNE 30

THROUGH

2011

2010

JUNE 30, 2011



CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(22,024)

$

(1,975)

$

(23,999)

Adjustments to reconcile net loss to net cash

   used in operating activities:

Prepaid state filing fees

5,475

(5,475)

--


Accounts payable

5,815

5,815

Cash overdraft

(7,050)

7,050

--

Accounts payable -related party

3,809

--

3,809

Net cash used in operating activities

(13,975)

(400)

(14,375 )


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale of common stock and warrants

13,100

400

13,500

Contribution to capital by officer

7,600

--

7,600

Net cash provided by financing activities

20,700

400

21,100


Net increase in cash and cash equivalents

6,725

--

6,725

Cash and cash equivalents, beginning of period

--

--

--

Cash and cash equivalents, end of period

$

6,725

$

--

$

6,725


Supplemental Disclosure of Cash Flow Information:

Interest paid

$

--

$

--

$

--

Income taxes paid

$

--

$

--

$

--










See accompanying Notes to Consolidated Financial Statements

21


 CROWN MARKETING

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDING JUNE 30, 2011,

 FOR THE PERIOD FROM JULY 8, 2009 (INCEPTION) TO JUNE 30, 2010,

 AND FOR THE PERIOD JULY 8, 2009 (INCEPTION) TO JUNE 30, 2011



NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The Company

Green4Green was organized as a Wyoming corporation on July 8, 2009. On July 14, 2010, Crown Marketing (the "Company"), a successor by merger to SPCL Holding Corporation, acquired Green4Green pursuant to an Agreement and Plan of Reorganization (the Agreement).  The Company acquired all of the outstanding shares of Green4Green in exchange for 4,000,000 newly issued shares of the Company's Common Stock.  Pursuant to the Agreement, the issued and outstanding common shares of Green4Green were exchanged on a one-for-one basis for common shares of the Company.  After the merger was completed, the Green4Green shareholders owned approximately 98% of the outstanding shares of common stock of the Company.  The transaction was accounted for as a reverse merger (recapitalization) with Green4Green deemed to be the accounting acquirer and the Company deemed to be the legal acquirer.  The financial statements presented herein are those of the accounting acquirer given the effect of the issuance of 89,080 shares of common stock upon completion of the transaction.  After the acquisition, the Company closed on the issuance of 240,000 shares of common and warrants for cash of $12,000 (See Note 5).


The Company is engaged in the wholesaling of generic pharmaceuticals to the developing world.  The Company has not realized revenues from its planned principal business purpose and is considered to be in its development state in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “ Development Stage Entities” (formerly Statement of Financial Accounting Standards (“SFAS”) No 7, “Accounting and Reporting by Development State Enterprises .”)

These consolidated financial statements include the accounts Green4Green and the Company.  All intercompany transactions and accounts have been eliminated in consolidation.

 

Revenue Recognition


The Company recognizes sales in accordance with the United States Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition”. The Company recognizes revenue when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting receivable is reasonably assured. Revenue is not recognized until title and risk of loss is transferred to the customer, which generally occurs upon delivery of goods, and objective evidence exists that customer acceptance provisions have been met.


Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.


Income tax

We are subject to income taxes in the U.S.  Significant judgment is required in evaluating our uncertain tax  positions and determining our provision for income taxes. In accordance with FASB ASC Topic 740, “Income Taxes,” we provide for the recognition of deferred tax assets if realization of such assets is more likely than not.


22

 

 CROWN MARKETING

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDING JUNE 30, 2011,

 FOR THE PERIOD FROM JULY 8, 2009 (INCEPTION) TO JUNE 30, 2010,

 AND FOR THE PERIOD JULY 8, 2009 (INCEPTION) TO JUNE 30, 2011


NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)


Estimates


The preparation of these consolidated financial statements in accordance 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 disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods.  Actual results may differ from those estimates and such differences may be material to the financial statements.  The more significant estimates and assumptions by management include among others, the fair value of shares issued for services. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.


Fair Value Measurements


Fair value measurements are determined using authoritative guidance issued by the FASB, with the exception of the application of the guidance to non-recurring, non-financial assets and liabilities as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:


Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company's assumptions.


The Company is required to use observable market data if available without undue cost and effort.


The Company’s financial instruments include cash and cash equivalents, accounts payable, and accrued expenses. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.


23

 


 

 CROWN MARKETING

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDING JUNE 30, 2011,

 FOR THE PERIOD FROM JULY 8, 2009 (INCEPTION) TO JUNE 30, 2010,

 AND FOR THE PERIOD JULY 8, 2009 (INCEPTION) TO JUNE 30, 2011


NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)


Loss Per Share


Basic loss per share has been computed using the weighted average number of common shares outstanding and issuable during the period. Diluted loss per share is computed based on the weighted average number of common shares and all common equivalent shares outstanding during the period in which they are dilutive. Common equivalent shares consist of shares issuable upon the exercise of stock options, warrants or other convertible securities such as convertible notes. As of June 30, 2011, the weighted average common shares outstanding totaled 4,229,339.  As of June 30, 2011, common stock equivalents were comprised of warrants exercisable into 2,400,000 shares of the Company’s common stock.  As of June 30, 2010, the weighted average common shares outstanding totaled 4,000,000 and had no common stock equivalents outstanding.  For the year ended June 30, 2011, and period July 8, 2009 (inception) to June 30, 2010, common stock equivalent shares have been excluded from the calculation of loss per share as their effect is anti-dilutive.


Stock-Based Compensation


The Company periodically issues stock instruments, including shares of its common stock, stock options, and warrants to purchase shares of its common stock to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option awards issued and vesting to employees in accordance with authorization guidance of the FASB whereas the value of stock-based compensation is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. Options to purchase shares of the Company’s common stock vest and expire according to the terms established at the grant date.


The Company accounts for stock options and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instruments is complete.


Recent Accounting Pronouncements


In April 2011, the FASB issued ASU No. 2011-04,  Fair Value Measurement: Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs , to improve the comparability of fair value measurements disclosed in financial statements prepared under U.S. GAAP and International Financial Reporting Standards (“IFRS”). The ASU does not require any additional fair value measurements, but clarifies definitions and enhances disclosures, especially around Level 3 fair value measurements. The standard is effective for fiscal years beginning after December 15, 2011. The Company does not expect the adoption of this standard to have a material impact on its financial statements.

 

In June 2011, the FASB issued ASU No. 2011-05,  Presentation of Comprehensive Income, updating ASC Topic 220, Comprehensive Income . Under this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance eliminates the current option to present other comprehensive income and its components in the Company’s statement of convertible preferred stock and stockholders’ equity (deficit). This guidance does not change the components that are recognized in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.   This standard is effective for fiscal years, and interim periods beginning after

24

CROWN MARKETING

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDING JUNE 30, 2011,

 FOR THE PERIOD FROM JULY 8, 2009 (INCEPTION) TO JUNE 30, 2010,

 AND FOR THE PERIOD JULY 8, 2009 (INCEPTION) TO JUNE 30, 2011


NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)


December 15, 2011 and is to be applied retrospectively. The Company’s statements of operations and comprehensive loss present other comprehensive loss in accordance with this guidance and no impact on the Company’s financial statements is expected from the adoption of this standard.


NOTE 2 GOING CONCERN


The Company incurred a net loss of $22,024 and $1,975 for the years ended June 30, 2011 and 2010, respectively.  The Company's liabilities exceed its assets by $2,899 as of June 30, 2011.  The Company has not received revenues.  These factors create substantial doubt about the Company's ability to continue as a going concern.  The  Company's  management  plans to continue as a going concern  revolves  around  its  ability  to  achieve,  as  well  as  raise  necessary  capital  to pay ongoing general and administrative expenses  of  the  Company.

 

The  ability  of  the  Company  to  continue  as a going concern is dependent on securing  additional  sources  of capital and the success of the Company's plan. The  financial statements do not include any adjustments that might be necessary if  the  Company  is  unable  to  continue  as  a  going  concern.

NOTE 3 - RELATED PARTY TRANSACTIONS


Accounts payable-related party represent funds advance to the Company from an officer of the Company.  The advances are unsecured, due on demand, and non-interest bearing.


NOTE 4 – INCOME TAXES


As of June 30, 2011, the Company had net operating loss carryforwards of approximately $24,000, which expire in varying amounts between 2017 and 2027.   Realization of this potential future tax benefit is dependent on generating   sufficient taxable income prior to expiration of the loss carryforward.  The deferred tax asset related to this (and other) potential future tax benefits has been offset by a valuation allowance in the same amount. The amount of the deferred tax asset ultimately realizable could be increased in the near term if estimates of future taxable income during the carryforward period are revised.


Deferred income tax assets of $8,400 and $691 at June 30, 2011 and 2010, respectively were offset in full by a valuation allowance.


The components of the Company's net deferred tax assets, including a valuation allowance, are as follows:


 

As of June 30, 2011

As of June 30, 2010

     

Net deferred tax assets before valuation allowance


$8,400


$691

Less: Valuation Allowance

  (8,400)

  (691)

Net deferred tax assets

--

--

25

CROWN MARKETING

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDING JUNE 30, 2011,

 FOR THE PERIOD FROM JULY 8, 2009 (INCEPTION) TO JUNE 30, 2010,

 AND FOR THE PERIOD JULY 8, 2009 (INCEPTION) TO JUNE 30, 2011


NOTE 4 – INCOME TAXES (continued)


A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:


 

As of June 30, 2011

As of June 30, 2010

Tax expense at the U.S. statutory income tax

(35%)

(35%)

Statutory state income tax

--

--

Increase in valuation allowance

Effective tax rate


35%

-


35%

-

 

Due to the inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in the above figures for the periods audited.


NOTE 5 – STOCKHOLDERS’ DEFICIENCY


The Company has authorized an unlimited number of shares of preferred stock, no par value, with such rights, preferences and designation and to be issued in such series as determined by the Board of Directors. No shares of preferred stock are issued and outstanding at June 30, 2011 or 2010.


The Company has authorized an unlimited number of shares of no par value common stock, of which 4,340,080 and 4,000,000 shares are outstanding at June 30, 2011 and 2010, respectively.


In the fiscal year ended June 30, 2011, the Company issued 89,080 shares in the reverse acquisition as described in Note 1.


In July 2010, the Company sold 240,000 units of its common stock for an aggregate consideration of $12,000.  Each unit consisted of 1 share of common stock and 10 warrants to acquire a share of the Company’s common stock at an exercise price of $0.07 per share with expiration date on December 31, 2014 (2,400,000 warrants in aggregate).  As of June 30, 2011, the Company has outstanding and exerciseable warrants of 2,400,000 resulting from this transaction.


In March 2011, the Company sold 11,000 shares of its common stock for cash for net proceeds of $1,100.


The officer and director contributed $7,200 in cash to the Company in March, 2011.


26
























No dealer, salesman or other person is authorized to give any information or to make any representations not contained in this Prospectus in connection with the offer made hereby, and, if given or made, such information or representations must not be relied upon as having been authorized by Crown Marketing.  This Prospectus does not constitute an offer to sell or a solicitation to an offer to buy the securities offered hereby to any person in any state or other jurisdiction in which such offer or solicitation would be unlawful.  Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date hereof.


TABLE OF CONTENTS

Page

Prospectus Summary

2

Risk Factors

3

Additional Information

3

Dividend Policy

4

Market Price of Common Stock

4

Plan of Operation

4

Business

5

Management

7

Principal Shareholders

8

Selling Stockholders

9

Plan of Distribution

10

Certain Transactions

10

Description of Securities

11

Interest of Named Experts and Counsel

12

Experts

12

Indemnification

12

Financial Statements

13







CROWN MARKETING






2,651,000 SHARES





                        


PROSPECTUS

                        







September  __, 2011










Until (insert date), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.



27





CROWN MARKETING

PART II



Item 24.

Indemnification of Directors and Officers .


Crown Marketing has adopted provisions in its articles of incorporation and bylaws that limit the liability of its directors and provide for indemnification of its directors and officers to the full extent permitted under the Wyoming  General Corporation Law.  Under Crown Marketing's articles of incorporation, and as permitted under the Wyoming General Corporation Law, directors are not liable to Crown Marketing or its stockholders for monetary damages arising from a breach of their fiduciary duty of care as directors.  Such provisions do not, however, relieve liability for breach of a director's duty of loyalty to Crown Marketing or its stockholders, liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, liability for transactions in which the director derived as improper personal benefit or liability for the payment of a dividend in violation of  Wyoming law.  Further, the provisions do not relieve a director's liability for violation of, or otherwise relieve Crown Marketing or its directors from the necessity of complying with, federal or state securities laws or affect the availability of equitable remedies such as injunctive relief or recision.


At present, there is no pending litigation or proceeding involving a director, officer, employee or agent of Crown Marketing where indemnification will be required or permitted.  Crown Marketing is not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.


Item 25.

Other Expenses of Issuance and Distribution . (all to be paid by Crown Marketing)


Filing fee under the Securities Act of 1933(1)

$

2.85

Printing and engraving (1)

$

300.00

Legal Fees

$

500.00

Auditing Fees (1)

$

5,000.00

Miscellaneous (1)

$

197.15


TOTAL

$

6,000.00


                     

(1)

Estimates


Item 26.

Recent Sales of Unregistered Securities.


Crown Marketing issued 240,000 Units at a price of $.05 per Unit to 6 accredited investors in June 2010.  Each Unit includes one share of common stock and ten Class A Warrants each entitling the holder  to purchase shares at a price of $.07 per share. The transaction is exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation or public offering and under Section 4(6) as an offering only to accredited investors.


In the March 2011 quarter we issued 11,000 shares for cash of $1,100 to 11 persons, all non-accredited.  No underwriter was involved in the sale of the shares. The transaction is exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation or public offering.


We issued 4,000,000 shares to our officer and director on July 14, 2010 in exchange for his shares of Green4Green.  No underwriter was involved and this transaction was exempt under Section 4(6) of the Securities Act.


II-1



Item 27.

Exhibits and Financial Schedules








3.

Certificate of Incorporation and Bylaws


3.1.

Articles of Incorporation(1)

3.2

Articles of Merger with SPCL Holding Corporation (1)

3.3

Bylaws(1)


5.

Opinion of Carlos Duque, Esq. as to legality of securities being registered.(1)


21.

Subsidiaries of the registrant -- Green4Green, a Wyoming corporation


23.

Consents of Experts and Counsel


23.1

Consent of  accountant (1).

23.2

Consent of Mr. Duque included in Exhibit 5 hereto


All other Exhibits called for by Rule 601 of Regulation S-B are not applicable to this filing.

(b) Financial Statement Schedules


All schedules are omitted because they are not applicable or because the required information is included in the financial statements or notes thereto.

                         

(1)

Filed herewith.







Item 28.

Undertakings .


(a)

The undersigned registrant hereby undertakes:


(1)

To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:


(i)

Include any prospectus required by Section 10(a)(3) of the Securities Act;


(ii)

Reflect in the prospectus any facts or events which, individually or together represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and


(iii)

Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.


(2)

For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities as at that time to be the initial bona fide offering thereof.


(3)

File a post effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(5) (ii) For the purpose of determining liability under the Securities Act to any purchaser: Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A ( 230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(h)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel that matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


(6)

The undersigned registrant hereby undertakes that it will:


(1)

For purposes of determining any liability under the Securities Act that the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be a part of this registration statement as of the time the Commission declared it effective.

II-2








(2)

For the purpose of determining any liability under the Securities Act, that each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.







SIGNATURES


In accordance with the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of London, United Kingdom on September 1, 2011.


CROWN MARKETING




By:

/s/ Igor Produm


Igor Produn, President (principal executive officer)

         and Chief Financial Officer


In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on September 8, 2011.



By: /s/ Igor Produn

President and Chief Financial Officer

Igor Produn

(principal executive, financial and   

accounting officer)












II-3



NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM AND REASONABLLY SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  



 

Right to Purchase 400,000 shares of Common Stock of Crown Marketing(subject to adjustment as provided herein)



FORM OF CLASS A COMMON STOCK PURCHASE WARRANT


No. 6

Issue Date: June 30, 2010

CROWN MARKETING, a corporation organized under the laws of the State of Wyoming (the “Company”), hereby certifies that, for value received, Esthetics World, or its assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time commencing after the Issue Date until 5:00 p.m., E.S.T on December 31, 2014 (the “Expiration Date”), up to 400,000 fully paid and nonassessable shares of Common Stock at a per share purchase price of $0.07.  The aforedescribed purchase price per share, as adjusted from time to time as herein provided, is referred to herein as the "Purchase Price."  The number and character of such shares of Common Stock and the Purchase Price are subject to adjustment as provided herein.  


As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

(a)

The term “Company” shall include Crown Marketing and any corporation which shall succeed or assume the obligations of Crown Marketing hereunder.

(b)

The term “Common Stock” includes (a) the Company's Common Stock, no par value per share, as authorized on the date of the Subscription Agreement, and (b) any other securities into which or for which any of the securities described in (a) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.



1


 (Warrant)


(c)

The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.

(d)

The term “Warrant Shares” shall mean the Common Stock issuable upon exercise of this Warrant.

1.

Exercise of Warrant .

1.1.

Number of Shares Issuable upon Exercise .  From and after the Issue Date through and including the Expiration Date, the Holder hereof shall be entitled to receive, upon exercise of this Warrant in whole in accordance with the terms of subsection 1.2 or upon exercise of this Warrant in part in accordance with subsection 1.3, shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

1.2.

Full Exercise .  This Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and delivery within two days thereafter of payment, in cash, wire transfer or by certified or official bank check payable to the order of the Company, in the amount obtained by multiplying the number of shares of Common Stock for which this Warrant is then exercisable by the Purchase Price then in effect.  The original Warrant is not required to be surrendered to the Company until it has been fully exercised.

1.3.

Partial Exercise .  This Warrant may be exercised in part (but not for a fractional share) by delivery of a Subscription Form in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole shares of Common Stock designated by the Holder in the Subscription Form by (b) the Purchase Price then in effect.  On any such partial exercise provided the Holder has surrendered the original Warrant, the Company, at its expense, will forthwith issue and deliver to or upon the order of the Holder hereof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of shares of Common Stock for which such Warrant may still be exercised.

1.4.

Fair Market Value . Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:

(a)

If the Company's Common Stock is traded on an exchange or is quoted on the NASDAQ Global Market, Nasdaq Global Select Market, the NASDAQ Capital Market, the New York Stock Exchange, the NYSE Amex Equities, LLC, or OTC Bulletin Board, then the average of the closing or last sale prices, respectively, reported for the ten trading days immediately preceding the Determination Date;

(b)

If the Company's Common Stock is not traded on an exchange or on the NASDAQ Global Market, Nasdaq Global Select Market, the NASDAQ Capital Market, the Wyoming Stock Exchange, the NYSE Amex Equities, LLC, or OTC Bulletin Board, but is traded in the over-the-counter market, then the average of the closing bid and ask prices reported for the ten trading days immediately preceding the Determination Date;

(c)

Except as provided in clause (d) below and Section 3.1, if the Company's Common Stock is not publicly traded, then as the Holder and the Company agree, or in the absence of such an agreement, by arbitration in accordance with the rules then standing of the American Arbitration Association, before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided with such arbitration to be conducted in Cheyenne, Wyoming; or

(d)

If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company's charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of all of the Warrants are outstanding at the Determination Date.

1.5.

Company Acknowledgment . The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.

1.6.

Trustee for Warrant Holders . In the event that a bank or trust company shall have been appointed as trustee for the Holder of the Warrants pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described) and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1.

 

1.7

Delivery of Stock Certificates, etc. on Exercise . The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which delivery of a Subscription Form shall have occurred and payment made for such shares as aforesaid. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within four (4) business days thereafter (“Warrant Share Delivery Date”), the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder hereof, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share of Common Stock, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.  The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder.  As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $100 per business day after the Warrant Share Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which this Warrant is exercised which are not timely delivered.  The Company shall pay any payments incurred under this Section in immediately available funds upon demand.  Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

1.8

Buy-In .  In addition to any other rights available to the Holder, if the Company fails to deliver to a Holder the Warrant Shares as required pursuant to this Warrant, within six (6) business days after the Warrant Share Delivery Date and the Holder or a broker on the Holder’s behalf, purchases (in an open market transaction or otherwise) shares of common stock to deliver in satisfaction of a sale by such Holder of the Warrant Shares which the Holder was entitled to receive from the Company (a " Buy-In "), then the Company shall pay in cash to the Holder (in addition to any remedies available to or elected by the Holder) the amount by which (A) the Holder's total purchase price (including brokerage commissions, if any) for the shares of common stock so purchased exceeds (B) the aggregate Purchase Price of the Warrant Shares required to have been delivered together with interest thereon at a rate of 15% per annum, accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty).  For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of Purchase Price of Warrant Shares to have been received upon exercise of this Warrant, the Company shall be required to pay the Holder $1,000, plus interest. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In.

1.9

The Company agrees and acknowledges that despite the pendency of a not yet effective Registration Statement which includes for registration the Warrant Shares, a Holder is permitted to and the Company will issue to such Holder Warrant Shares upon exercise of the Warrants.

2.

Cashless Exercise .

(a)

If a registration statement (“Registration Statement”) is effective and the Holder may sell all of its shares of Common Stock upon exercise of all of the Warrants issued to the Holder on the Issue Date pursuant to such Registration Statement, this Warrant may be exercised in whole or in part for cash only as set forth in Section 1 above.  If such Registration Statement is not available, then commencing one year after the Issue Date the payment upon exercise may be made at the option of the Holder either in (i) cash, wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon exercise of the Warrants in accordance with Section (b) below or (iii) by a combination of any of the foregoing methods, for the number of Common Stock specified in such form (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the holder per the terms of this Warrant) and the holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.

(b)

Subject to the provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Subscription Form in which event the Company shall issue to the holder a number of shares of Common Stock computed using the following formula:

X= Y (A-B)

          A


Where

X=

the number of shares of Common Stock to be issued to the holder


Y=

the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)

A=

the average of the closing sale prices of the Common Stock for the ten (10) Trading Days immediately prior to (but not including) the Exercise Date, or Fair Market Value, whichever is less

B=

Purchase Price (as adjusted to the date of such calculation)

For purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Subscription Agreement.

3.

Adjustment for Reorganization, Consolidation, Merger, etc.

3.1.

Fundamental Transaction .  If, at any time while this Warrant is outstanding, (A) the Company  effects any merger or  consolidation  of the Company with or into another entity, (B) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions,  (C) any tender offer or exchange offer (whether by the Company or another entity) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, (D) the Company consummates a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with one or more persons or entities whereby such other persons or entities acquire more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by such other persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock purchase agreement or other business combination), (E) any "person" or "group" (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate Common Stock of the Company, or (F) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a "Fundamental  Transaction"), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder, (a) upon exercise of this Warrant, the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a Holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event or (b) if the Company is acquired in (1) a transaction where the consideration paid to the holders of the Common Stock consists solely of cash, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934 Act, or (3) a transaction involving a person or entity not traded on a national securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market, cash equal to the Black-Scholes Value.  For purposes of any such exercise, the determination of the Purchase Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Purchase Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.  If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.  To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder's right to exercise such warrant into Alternate Consideration.  The terms of any agreement pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 3.1 and insuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction.  “Black-Scholes Value” shall be determined in accordance with the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP of the Common Stock for the Trading Day immediately preceding the date of  consummation of the applicable Fundamental Transaction, (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of this Warrant as of the date of such request and (iii) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg L.P. determined as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction.

3.2.

Dissolution .  In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, prior to such dissolution, shall at its expense deliver or cause to be delivered the stock and other securities and property (including cash, where applicable) receivable by the Holder of the Warrants after the effective date of such dissolution pursuant to this Section 3 to a bank or trust company (a "Trustee") having its principal office in Cheyenne, Wyoming, as trustee for the Holder of the Warrants.  Such property shall be delivered only upon payment of the Warrant exercise price.  

3.3.

Continuation of Terms .  Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4.  In the event this Warrant does not continue in full force and effect after the consummation of the transaction described in this Section 3, then only in such event will the Company's securities and property (including cash, where applicable) receivable by the Holder of the Warrants be delivered to the Trustee as contemplated by Section 3.2.

4.

Extraordinary Events Regarding Common Stock .  In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Purchase Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Purchase Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Purchase Price then in effect. The Purchase Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4 be issuable on such exercise by a fraction of which (a) the numerator is the Purchase Price that would otherwise (but for the provisions of this Section 4 be in effect, and (b) the denominator is the Purchase Price in effect on the date of such exercise.

5.

Certificate as to Adjustments .  In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrants, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant and any Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

6.

Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial Statements .   The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.  This Warrant entitles the Holder hereof to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.

7.

Assignment; Exchange of Warrant .  Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a "Transferor"). On the surrender for exchange of this Warrant, with the Transferor's endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form") and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with applicable securities laws, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a "Transferee"), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

8.

Replacement of Warrant .  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at the Holder’s expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9.

Registration Rights .  The Holder of this Warrant has been granted certain registration rights by the Company.  These registration rights are set forth in Section 11 hereof.

10.

Maximum Exercise .  The Holder shall not be entitled to exercise this Warrant on an exercise date, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of this Warrant with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date.  For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Warrant Shares 1934 Act , and Rule 13d-3 thereunder.  Subject to the foregoing, the Holder shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%.  The restriction described in this paragraph may be waived, in whole or in part, upon sixty-one (61) days prior notice from the Holder to the Company to increase such percentage to up to 9.99%, but not in excess of 9.99%.  

11.

11.1.

Registration Rights .  The Company hereby grants the following registration rights to holders of the Warrant Shares.

(i)

Subject to 11.1 (iv), on one occasion, for a period commencing two hundred and eleven (211) days after the Effective Date, but not later than two years after the Effective Date, upon a written request therefor from any record holder or holders of more than 50% of the Warrant Shares issued and issuable upon conversion of the outstanding Notes and Warrant Shares, the Company shall prepare and file with the Commission a registration statement under the 1933 Act registering the Registrable Warrant Shares, as defined in Section 11.1(iv) hereof, which are the subject of such request for unrestricted public resale by the holder thereof.  For purposes of Sections 11.1(i) and 11.1(ii), Registrable Warrant Shares shall not include Warrant Shares which are (A) registered for resale in an effective registration statement, (B) included for registration in a pending registration statement, (C) which have been issued without further transfer restrictions after a sale or transfer pursuant to Rule 144 under the 1933 Act or (D) which may be resold under Rule 144(k) or Rule 144 without volume limitations.  Upon the receipt of such request, the Company shall promptly give written notice to all other record holders of the Registrable Warrant Shares that such registration statement is to be filed and shall include in such registration statement Registrable Warrant Shares for which it has received written requests within ten days after the Company gives such written notice.  Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 11.1(i).

(ii)

Subject Section 11.1(iv), if the Company at any time proposes to register any of its securities under the 1933 Act for sale to the public, whether for its own account or for the account of other security holders or both, except with respect to registration statements on Forms S-4, S-8 or another form not available for registering the Registrable Warrant Shares for sale to the public, provided the Registrable Warrant Shares are not otherwise registered for resale by the Subscribers or Holder pursuant to an effective registration statement, each such time it will give at least ten (10) days’ prior written notice to the record holder of the Registrable Warrant Shares of its intention so to do. Upon the written request of the holder, received by the Company within ten (10) days after the giving of any such notice by the Company, to register any of the Registrable Warrant Shares not previously registered, the Company will cause such Registrable Warrant Shares as to which registration shall have been so requested to be included with the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent required to permit the sale or other disposition of the Registrable Warrant Shares so registered by the holder of such Registrable Warrant Shares (the “ Seller ” or “ Sellers ”). In the event that any registration pursuant to this Section 11.1(ii) shall be, in whole or in part, an underwritten public offering of common stock of the Company, the number of shares of Registrable Warrant Shares to be included in such an underwriting may be reduced by the managing underwriter if and to the extent that the Company and the underwriter shall reasonably be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that the Company shall notify the Seller in writing of any such reduction. Notwithstanding the foregoing provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer a delay of any registration statement referred to in this Section 11.1(ii) without thereby incurring any liability to the Seller.  

(iii)

If, at the time any written request for registration is received by the Company pursuant to Section 11.1(i), the Company has determined to proceed with the actual preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for cash of any of its securities for the Company’s own account and the Company actually does file such other registration statement, such written request shall be deemed to have been given pursuant to Section 11.1(ii) rather than Section 11.1(i), and the rights of the holders of Registrable Warrant Shares covered by such written request shall be governed by Section 11.1(ii).

11.2.

Registration Procedures . If and whenever the Company is required by the provisions of Sections 11.1(i), 11.1(ii) or 11.1(iv) to effect the registration of any Registrable Warrant Shares under the 1933 Act, the Company will, as expeditiously as possible:

(a)

prepare and file with the Commission a registration statement required by Section 11, with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby (determined as herein provided);

(b)

prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective until the earlier of: (i) such registration statement has been effective for a period of one (1) year or (ii) the Registrable Warrant Shares are eligible for sale pursuant to Rule 144 of the Securities Act, and comply with the provisions of the 1933 Act with respect to the disposition of all of the Registrable Warrant Shares covered by such registration statement in accordance with the Sellers’ intended method of disposition set forth in such registration statement for such period;

(c)

furnish to the Sellers, at the Company’s expense, such number of copies of the registration statement and the prospectus included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the public sale or their disposition of the securities covered by such registration statement or make them electronically available;

(d)

use its commercially reasonable  efforts to register or qualify the Registrable Warrant Shares covered by such registration statement under the securities or “blue sky” laws of such jurisdictions as the Sellers shall request in writing, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

(e)

if applicable, list the Registrable Warrant Shares covered by such registration statement with any securities exchange on which the Common Stock of the Company is then listed;

(f)

notify the Subscribers within twenty-four hours of the Company’s becoming aware that a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event of which the Company has knowledge as a result of which the prospectus contained in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing or which becomes subject to a Commission, state or other governmental order suspending the effectiveness of the registration statement covering any of the Registrable Warrant Shares;

(g)

provided same would not be in violation of the provision of Regulation FD under the 1934 Act, make available for inspection by the Sellers during reasonable business hours,  and any attorney, accountant or other agent retained by the Seller or underwriter, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the seller, attorney, accountant or agent in connection with such registration statement at such requesting Seller’s expense; and

(h)

provide to the Sellers copies of the Registration Statement and amendments thereto five business days prior to the filing thereof with the Commission.

11.3.

Provision of Documents .  In connection with each registration described in this Section 11, each Seller will furnish to the Company in writing such information and representation letters with respect to itself and the proposed distribution by it as reasonably shall be necessary in order to assure compliance with federal and applicable state securities laws.

11.4.

Expenses .  All expenses incurred by the Company in complying with Section 11, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, FINRA fees, transfer taxes, and fees of transfer agents and registrars, are called “ Registration Expenses .” All underwriting discounts and selling commissions applicable to the sale of Registrable Warrant Shares are called " Selling Expenses ."  The Company will pay all Registration Expenses in connection with the registration statement under Section 11.  Selling Expenses in connection with each registration statement under Section 11 shall be borne by the Seller and may be apportioned among the Sellers in proportion to the number of shares sold by the Seller relative to the number of shares sold under such registration statement or as all Sellers thereunder may agree.

11.5.

Indemnification and Contribution .

(a)

In the event of a registration of any Registrable Warrant Shares under the 1933 Act pursuant to Section 11, the Company will, to the extent permitted by law, indemnify and hold harmless the Seller, each officers, directors, agents, Affiliates, members, managers, control persons, and principal shareholders of the Seller, each underwriter of such Registrable Warrant Shares thereunder and each other person, if any, who controls such Seller or underwriter within the meaning of the 1933 Act, against any losses, claims, damages or liabilities, joint or several, to which the Seller, or such underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Warrant Shares was registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances when made, and will subject to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter and each such controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company shall not be liable to the Seller to the extent that any such damages arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (i) the Seller failed to send or deliver a copy of the final prospectus delivered by the Company to the Seller with or prior to the delivery of written confirmation of the sale by the Seller to the person asserting the claim from which such damages arise, (ii) the final prospectus would have corrected such untrue statement or alleged untrue statement or such omission or alleged omission, or (iii) to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by any such Seller in writing specifically for use in such registration statement or prospectus.

(b)

In the event of a registration of any of the Registrable Warrant Shares under the 1933 Act pursuant to Section 11, each Seller severally but not jointly will, to the extent permitted by law, indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the 1933 Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the 1933 Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Registrable Warrant Shares were registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, provided, however, that the Seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Seller, as such, furnished in writing to the Company by such Seller specifically for use in such registration statement or prospectus, and provided, further, however, that the liability of the Seller hereunder shall be limited to the net proceeds actually received by the Seller from the sale of Registrable Warrant Shares pursuant to such registration statement.

(c)

Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 11.6(c) and shall only relieve it from any liability which it may have to such indemnified party under this Section 11.6(c), except and only if and to the extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 11.6(c) for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnifying party shall have reasonably concluded that there may be reasonable defenses available to indemnified party which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified parties, as a group, shall have the right to select one separate counsel, reasonably satisfactory to the indemnified and indemnifying party, and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.

(d)

In order to provide for just and equitable contribution in the event of joint liability under the 1933 Act in any case in which either (i) a Seller, or any controlling person of a Seller, makes a claim for indemnification pursuant to this Section 11.6 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 11.6 provides for indemnification in such case, or (ii) contribution under the 1933 Act may be required on the part of the Seller or controlling person of the Seller in circumstances for which indemnification is not provided under this Section 11.6; then, and in each such case, the Company and the Seller will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that the Seller is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, provided, however, that, in any such case, (y) the Seller will not be required to contribute any amount in excess of the public offering price of all such securities sold by it pursuant to such registration statement; and (z) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation and provided, further, however, that the liability of the Seller hereunder shall be limited to the net proceeds actually received by the Seller from the sale of Registrable Warrant Shares pursuant to such Registration Statement..

11.6.

Delivery of Unlegended Shares .

(a)

Within four (4) business days (such fourth business day being the “ Unlegended Shares Delivery Date ”) after the business day on which the Company has received (i) a notice that Shares or Warrant Shares or any other Common Stock held by a Subscriber have been sold pursuant to the Registration Statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, and (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Subscriber and/or a Subscriber’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends including the legend set forth in Section 4(i) above (the “ Unlegended Shares ”); and (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted certificate, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.

(b)

In lieu of delivering physical certificates representing the Unlegended Shares, upon request of a Subscriber, so long as the certificates therefor do not bear a legend and the Subscriber is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Subscriber’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system, if such transfer agent participates in such DWAC system.  Such delivery must be made on or before the Unlegended Shares Delivery Date.


12.

Warrant Agent .  The Company may, by written notice to the Holder of the Warrant, appoint an agent (a “Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such Warrant Agent.   Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

13.

Notices .   All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:  if to the Company, to: 24 Mountaire Court, Highland Avenue, London, UK, Attn: Igor Produn, Fax: 949-489-0034, and (ii) if to the Holder, to the address and facsimile number of record.

14.

Law Governing This Warrant .  This Warrant shall be governed by and construed in accordance with the laws of the State of Wyoming without regard to principles of conflicts of laws.  Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Wyoming or in the federal courts located in the state and county of Wyoming.  The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens .  The Company and Holder waive trial by jury.  The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.  In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.   Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

 

CROWN MARKETING




By:


Name: Jehu Hand, Secretary

 



     




2


 (Warrant)


Exhibit A


FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)

TO:  CROWN MARKETING

The undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check applicable box):


___

________ shares of the Common Stock covered by such Warrant; or

___

the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.


The undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which is $___________.  Such payment takes the form of (check applicable box or boxes):


___

$__________ in lawful money of the United States; and/or

___

the cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair Market Value of $_______ per share for purposes of this calculation); and/or


___

the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.


The undersigned requests that the certificates for such shares be issued in the name of, and delivered to _____________________________________________________ whose address is _________________________________________________


______________________________________

             .


The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from registration under the Securities Act.


Dated:___________________


(Signature must conform to name of holder as specified on the face of the Warrant)




(Address)



1


 (Warrant)


Exhibit B



FORM OF TRANSFEROR ENDORSEMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading "Transferees" the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of CROWN MARKETING to which the within Warrant relates specified under the headings "Percentage Transferred" and "Number Transferred," respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of CROWN MARKETING with full power of substitution in the premises.


Transferees

Percentage Transferred

Number Transferred

     
     
     



Dated:  ______________, ___________




Signed in the presence of:



(Name)



ACCEPTED AND AGREED:

[TRANSFEREE]




(Name)


(Signature must conform to name of holder as specified on the face of the warrant)






(address)




(address)




2


 (Warrant)


ARTICLES OF INCORPORATION


OF


CROWN MARKETING



The undersigned, desiring to form a corporation for profit under the Wyoming Business Corporation Act, does hereby certify as follows:


FIRST:  The name of the corporation shall be Crown Marketing.


SECOND:  Its registered agent is Wyoming Corporation Service, Inc., whose address is 1005 Country Club Avenue, Cheyenne, Wyoming 82001.


THIRD:  The purpose for which the corporation is formed is to engage in any lawful activity.


FOURTH:  The maximum number of shares of all classes which the corporation is authorized to have outstanding is unlimited, and shall be comprised of Common Stock and Preferred Stock.  The holders of Preferred Stock shall have such preferences, limitations and relative rights as may be deter­mined, prior to the issuance of such shares, by the Board of Directors.  Except as may be limited by the preferences, limitations and relative rights of holders of Preferred Stock (to the extent such are permitted by law) the holders of Common Stock shall possess all voting rights and shall be entitled to all dividends and to distribution of the assets of the corporation upon dissolution.


FIFTH:  The corporation shall have perpetual existence.


SIXTH:  The incorporator and his post office address is as follows: Jehu Hand, 24 Calle de la Luna, San Clemente, California 92673.


SEVENTH:  The corporation shall indemnify the officers and directors of the corporation to the fullest extent permitted by Sections 17-16-851 and 17-16-856 of the Wyoming Business Corporation Act (the "Act").  This Article SEVENTH is intended to obligate the corporation in advance to indemnify as provided in Section 17-16-858 of the Act, as such Section or other sections named herein are renumbered or codified from time to time


EIGHTH:  The corporation reserves the right to amend these articles of incorporation at any time.


NINTH:  Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.  The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.


Dated this 28th day of June, 2010.



/s/ Jehu Hand

Jehu Hand, Incorporator



BYLAWS FOR THE REGULATION, EXCEPT AS

OTHERWISE PROVIDED BY STATUTE OR ITS

ARTICLES OF INCORPORATION, OF

CROWN MARKETING

a Wyoming corporation

                                                                                                                      


ARTICLE I


OFFICES


Section 1 .   Principal Executive Office .  The principal executive office of the corporation shall be located as directed by the board of directors.


Section 2 .   Other Offices .  Other business offices may at any time be established by the board of directors at any place or places by them or where the corporation is qualified to do business.


ARTICLE II


MEETINGS OF SHAREHOLDERS


Section 1 .   Place of Meetings .  All meetings of share­holders shall be held at the principal executive office of the corpora­tion, or at any other place within or without the State of Wyom­ing which may be designated either by the board of directors or by the written consent of all persons entitled to vote thereat and not present at the meeting, given either before or after the meet­ing and filed with the secretary of the corpora­tion.


Section 2 .   Annual Meetings .  The annual meetings of share­holders shall be fixed by the board of di­rectors.  At such meet­ings directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business may be transacted which is within the powers of the share­holders.


Section 3 .   Special Meetings .  Special meetings of the share­holders, for the purpose of taking any action permitted by the shareholders under the Wyoming Business Corporation Act and the certificate of incorporation of the corporation, may be called at any time by the chairman of the board or the president, or by the board of directors, or by one or more holders of shares entitled to cast in the aggregate not less than twenty percent (20%) of the votes at the meeting.  Upon request in writing that a special meeting of shareholders be called for any proper purpose, directed to the chairman of the board, president, vice president or secretary by any person (other than the board of directors) entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given to shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than twenty (20) nor more than sixty (60) days after receipt of the request.


Section 4 .   Notice of Annual or Special Meeting .  Written notice of each annual or special meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each sharehol­der entitled to vote ­thereat.  Such written notice shall be given either personally or by mail or other means of written communica­tion, charges prepaid, addressed to such shareholder at his address appearing on the ­books of the corporation or given by him to the corporation for the purpose of notice.  If any notice or report addressed to the shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service as unable to deliver the notice or report to the shareholder at such address, all future notices or reports shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one (1) year from the date of the giving of the notice or report to all other shareholders.  If a shareholder gives no address, notice shall be deemed to have been given him if sent by mail or other means of written com­muni­cation addressed to the place where the principal executive office of the corporation is situated, or if published at least once in some newspaper of general circula­tion in the county in which said principal executive office is located.


Any such notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.  An affidavit of mailing of any such notice in accordance with the foregoing provisions, exe­cuted by the secretary, assistant secretary or any transfer agent of the corporation, shall be prima facie evidence of the giving of the notice.


Section 5 .   Quorum .  The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting shall constitute a quorum for the transaction of business at any meeting of shareholders.  The shareholders pre­sent at a duly called or held meeting at which a quorum is present may con­tinue to do business until adjournment, notwith­standing the with­drawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.


Section 6 .   Adjourned Meeting and Notice Thereof .  Any share­holders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a ma­jority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum at the commencement of the meeting, no other business may be transacted at such meeting.


When any shareholders' meeting, either annual or special, is adjourned for thirty (30) days or more, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.  Except as provided above, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be trans­acted thereat, other than by announce­ment of the time and place thereof at the meeting at which such adjourn­ment is taken.


Section 7 .   Voting .  The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the Wyoming Business Corporation Act (relating to voting of shares held by a fiduciary, in the name of a corporation, or in joint ownership).  The shareholders may vote by voice vote or by ballot; provided, however, that all elections for director shall be by ballot.  If a quorum is present, the affirmative vote of the ma­jority of the shares represented at the meeting and entitled to vote on any matter shall be the act of the shareholders, unless the vote of a greater number of voting by classes is required by the Wyoming Business Corporation Act or the certificate of incor­poration.  


Section 8 .   Validation of Defectively Called or Noticed Meet­ing .  The transactions of any meeting of sharehold­ers, either an­nual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, ­either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, or who, though ­present, has, at the beginning of the meeting, properly objected to the transaction of any business because the meeting was not lawfully called or convened, or to particular matters of business legally required to be included in the notice, but not so in­cluded, signs a written waiver of notice, or a consent to the ­holding of such meeting, or an approval of the minutes there­of.  All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Neither the business to be trans­acted at nor the purpose of any regular or special meeting of share­holders need be specified in any written waiver of notice or consent, except that if action is taken or proposed to be taken for approval of any of those matters specified in paragraph (e) of Section 4 above, the waiver of no­tice or consent shall state the general nature of the proposal.


Section 9 .   Action Without Meeting .  Directors may be elected without a meeting by a consent in writing, setting forth the ac­tion so taken, signed by all of the persons who would be entitled to vote for the election of directors, provided that, without prior no­tice except as hereinafter set forth, a director may be elected at any time to fill a vacancy not filled by the directors by the ­written consent of persons holding a majority of the outstanding shares entitled to vote for the election of directors.


Any other action which, under any provi­sion of the Wyoming Business Corporation Act, may be taken at a meeting of the share­holders, may be taken without a meeting, and without prior notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding ­shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at ­which all shares entitled to vote thereon were present and voted, unless the consents of all shareholders entitled to vote have been soli­cited in writing.  


Unless, as provided in Section 12 of this Article II, the board of directors has fixed a record date for the determination of shareholders entitled to notice of and to give such written consent, the record date for such determination shall be the day on which the first written consent is given.  All such written consents shall be filed with the secretary of the corpora­tion.


Any shareholder giving a written consent, or the share­holder's proxy holders, or a transferee of the shares or a per­sonal repre­sentative of the shareholder or their respec­tive proxy holders, may revoke the consent by a writing received by the cor­poration prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary of the corporation, but may not do so there­after.  Such revocation is effective upon its receipt by the sec­retary of the corporation.


Section 10 .   Proxies .  Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the secretary of the corporation.  Subject to the Wyoming Business Corporation Act in the case of any proxy which states that it is irrevocable, any proxy duly executed shall continue in full force and effect until (i) an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the cor­pora­tion prior to the vote pursuant thereto, (ii) the person exe­cu­ting the proxy attends the meeting and votes in person, or (iii) written notice of the death or incapacity of the maker of such proxy is received by the corporation before the vote pursuant ­thereto is counted; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided for in the proxy.  The dates contained on the forms of proxy shall presump­tively determine the order of execution of the proxies, regardless of the postmark ­dates on the envelopes in which they are mailed.


Without limiting the manner in which a shareholder may authorize another person or persons to act for him as proxy, the following shall constitute a valid means by which a shareholder may grant such authority.


(a)A shareholder may execute a writing authorizing another person or persons to act for him as proxy.  Execution may be accomplished by the shareholder or his authorized officer, director, employee or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by electronic means or by facsimile signature.


(b)A shareholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, email or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram email or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram email or other electronic transmission was authorized by the shareholder.  If it is determined that such telegrams, cablegrams email or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.


(c)Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission described in Paragraphs (a) or (b) may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.


Section 11 .   Inspectors of Election .  In advance of any meet­ing of shareholders, the board of directors may appoint any person or persons other than nominees for office as inspectors of elec­tion to act at such meeting or any adjournment thereof.  If in­spectors of election be not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment at the meeting.  The number of in­spec­tors shall be either one (1) or three (3).  If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares represented in person or by proxy shall deter­mine whether one (1) or three (3) inspectors are to be ap­pointed.  In case any person appointed as inspector fails to ap­pear or fails or refuses to act, the vacancy may, and on the request of any ­share­holder or a shareholder's proxy shall, be filled by appoint­ment by the board of directors in advance of the meeting, or at the meeting by the chairman of the meeting.


The duties of such inspectors shall be as prescribed by the Wyoming Business Corporation Act and shall include: determining the number of shares outstand­ing and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining when the polls shall close; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.


The inspectors of election shall perform their duties impar­ti­ally, in good faith, to the best of their ability and as expedi­tiously as is practical.  If there are three (3) inspectors of election, the decision, act or certificate of a majority is effec­tive in all respects as the decision, act or certificate of all.  Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.


Section 12 .   Record Date for Shareholder Notice, Voting and Giving Consents .  For purposes of determining the sharehold­ers entitled to notice of any meeting or to vote or entitled to give consent to corporate action without a meeting, the board of direc­tors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of any such meeting nor more than sixty (60) days before any such action without a meeting, and in this event only sharehold­ers of record on the date so fixed are entitled to notice and to vote or to give consents, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date, except as otherwise provided in the Wyoming Business Cor­pora­tion Act.


If the board of directors does not so fix a record date:


(a)The record date for determining share­holders entitled to notice of or to vote at a meeting of share­holders shall be at the close of business on the business day next preceding the day on which notice is given, or if notice is waived, at the close of business on the business day next prece­ding the day on which the meeting is held.


(b)The record date for determining share­holders entitled to give consent to corporate action in writing without a meeting, (i) when no prior action by the board has been taken, shall be the day on which the first written con­sent is given, or (ii) when prior action of the board is required by the Wyoming Business Corporation Act, shall be at the close of business on the day on which the board adopts the reso­lution relating to that action, or the six­tieth (60th) day before the date of such other action, whichever is later.


ARTICLE III


DIRECTORS


Section 1 .   Powers .  Subject to the provisions of the Wyom­ing Business Corporation Act, and to any limitations in the cer­tificate of incorporation and these bylaws, relating to action required to be approved by the shareholders or approved by the outstanding shares, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the cor­pora­tion shall be managed by, the board of directors.  Without prejudice to such general powers, but subject to the same limita­tions, it is hereby expressly declared that the board of directors shall have the fol­lowing powers, to wit:


(a)To select and remove all the offi­cers, agents and em­ployees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the certi­ficate of incor­poration or with these by­laws, fix their compensation and require from them secu­rity for faithful service.


(b)To conduct, manage and control the affairs and busi­ness of the corporation, and to make such rules and regula­tions therefor not inconsistent with law, or with the certificate of incorpor­ation or with these bylaws, as they may deem best.


(c)To change the principal executive office and principal office for the transaction of the corpora­tion from one location to another; to fix and locate from time to time one or more subsidiary offices of the corporation within or without the State of Wyoming; to desig­nate any place within or without the State of Wyoming for the holding of any share­holders' meeting or meetings; and to adopt, make and use a cor­porate seal, and to prescribe the forms of certi­ficates of stock, and to alter the form of such seal and of such certifi­cates from time to time, as in their judgment they may deem best, provided such seal and such certi­ficates shall at all times comply with the provisions of law.


(d)To authorize the issuance of shares of stock of the cor­poration from time to time, upon such terms as may be lawful.


(e)To borrow money and incur indebted­ness for the pur­poses of the corporation, and to cause to be executed and de­livered therefor, in the corporate name, promis­sory notes, bonds, deben­tures, deeds of trust, mort­gages, pledges, hypo­thecations or other evidences of debt and securities therefor.


Section 2 .   Number and Qualification of Directors .  The auth­orized number of directors shall be no less than one, and shall be such maximum number of persons as may be deter­mined from time to time by resolutions of the board of directors.


Section 3 .   Election and Term of Office .  The direct­ors shall be elected at each annual meeting of shareholders but, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose.  All directors shall hold of­fice until their respective successors are elected and qualified, subject to the Wyoming Business Corporation Act and the provisions of these bylaws with respect to vacancies on the board of direc­tors.


Section 4 .   Vacancies .  A vacancy in the board of direc­tors shall be deemed to exist in case of the death, resigna­tion or re­moval of any director, or if the board of directors by resolu­tion declares vacant the office of a director who has been declared of unsound mind by order of court or convicted of a felony, or if the authorized number of directors be increased, or if the share­holders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.


Vacancies in the board of directors, except for a vacancy created by the removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the shareholders. A vacancy in the board of directors created by the removal of a director may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares entitled to vote.


The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.  Any such election by written consent shall require the consent of holders of a majority of the outstanding shares entitled to vote.


Any director may resign effective upon giving written notice to the chairman of the board, the chief executive officer, the presi­dent, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resigna­tion.  If the board of directors accepts the resigna­tion of a director tendered to take effect at a future time, the board of directors or the shareholders shall have power to elect a succes­sor or take office when the resignation is to become effective.


No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.


Section 5 .   Place of Meeting .  Regular meetings of the board of directors shall be held at any place within or without the ­State of Wyoming which has been designated from time to time by resolution by the board or by written consent of all members of the board of directors.  In the absence of such desig­nation, regu­lar meetings shall be held at the principal executive office of the corporation.  Special meetings of the board may be held either at a place so designated or at the principal execu­tive of­fice.


Section 6 .   Annual Meeting .  Immediately following each an­nual meeting of shareholders, the board of directors shall hold a regular meeting at the place of said annual meeting or at such other place as shall be fixed by the board of directors, for the purpose of organization, election of officers, and the transac­tion of other business.  Call and notice of such meetings are hereby dispensed with.


Section 7 .   Other Regular Meetings .  Other regular meetings of the board of directors shall be held without call on the date and at the time which the board of directors may from time to time designate; provided, however, that should the day so designated fall upon a Saturday, Sunday or legal holiday observed by the cor­poration at its principal executive office, then said meeting ­shall be held at the same time on the next day thereafter ensuing which is a full business day.  Notice of all such regular meetings of the board of directors is hereby dispensed with.


Section 8 .   Special Meetings .  Special meetings of the board of directors for any purpose or purposes shall be called at any time by the chairman of the board, the president, any vice presi­dent, the secretary or by any director.


Special meetings of the board of directors shall be held upon four (4) days' written notice or forty-eight (48) hours' notice given personally or by telephone, telegraph, telex or other simi­lar means of communication.  Any such notice shall be ad­dressed or delivered to each director at such direc­tor's address as it is shown upon the records of the corporation or as may have been ­given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascer­tainable, at the place in which the meetings of the directors are regularly held.


Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid.  Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmis­sion, or actually transmitted by the person giving the notice by electronic means, to the recipient.  Oral notice shall be deemed to have been given at the time it is communicated to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.


Any notice shall state the date, place and hour of the meet­ing.  Notice given to a director in accordance with this section shall constitute due, legal and personal notice to such director.


Section 9 .   Action at a Meeting:  Quorum and Required Vote .  The presence of a majority of the authorized number of directors at a meeting of the board of directors constitutes a quorum for the transaction of business, except as hereinafter provided.  ­Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, unless a greater number, or the same number, after disqualifying one or more direc­tors from voting, is required by law, by the certifi­cate of incor­poration or by these bylaws.  A meeting at which a quorum is ini­tially present may continue to transact business notwithstand­ing the withdrawal of directors, provided that any action taken is approved by at least a majority of the required quorum for such meeting.


Section 10 .   Validation of Defectively Called or Noticed ­Meet­ings .  The transactions of any meeting of the board of direc­tors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present and if, either before or after the meeting, each of the directors not present or who, though present, has prior to the meeting or at its commencement, protested the lack of proper notice to him, signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corpor­ate records or made a part of the minutes or the meeting.


Section 11 .   Adjournment .  A majority of the directors present, whether or not constituting a quorum, may adjourn any board of directors' meeting to another time or place.


Section 12 .   Notice of Adjournment .  If a meeting is ad­journed for more than twenty-four (24) hours, notice of any ad­journment to another time or place shall be given prior to the time of the ad­journed meeting to the directors who were not ­present at the time of adjournment; otherwise, notice of the time and place of holding an adjourned meeting need not be given to absent direc­tors if the time and place be fixed at the meeting adjourned.


Section 13 .   Participation in Meetings by Conference Tele­phone .  Members of the board of directors may participate in a meeting through use of conference telephone or similar com­munica­tions equip­ment, so long as all members participating in such meeting can hear one another.  Participating in a meeting as per­mitted in this Section constitutes presence in person at such meeting.


Section 14 .   Action Without Meeting .  Any action by the board of directors may be taken without a meeting if all members of the board shall individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the board and shall have the same force and effect as a unanimous vote of such directors.


Section 15 .   Fees and Compensation .  Directors and members of committees may receive such compensation, if any, for their ser­vices, and such reimbursement for expenses, as may be fixed or determined by resolution of the board of directors.


Section 16 .   Committees .  The board of directors may, by re­solution adopted by a majority of the authorized number of direc­tors, designate an executive and other committees, each consisting of one (1) or more directors, to serve at the pleasure of the ­board of directors, and may prescribe the manner in which proceed­ings of any such committee meetings of such committee may be regu­larly scheduled in advance and may be called at any time by any two (2) members thereof; otherwise, the provisions of these bylaws with respect to notice and conduct of meetings of the board of directors shall govern.  Any such committee, to the extent pro­vided in a resolution of the board of directors, shall have all of the authority of the board of directors, except as limited by the Wyoming Business Corporation Act.


ARTICLE IV


OFFICERS


Section 1 .   Officers .  The officers of the corporation shall be a chief executive  officer, a president, a secretary and a ­chief financial officer.  The corporation may also have, at the discretion of the board of direc­tors, a chairman of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasur­ers, and such other officers as may be ap­pointed in accordance with the provisions of Section 3 of this Article.  Any number of offices may be held by the same person.


Section 2 .   Election .  The officers of the corpora­tion, ex­cept such officers as may be appointed in accordance with the pro­visions of Section 3 or Section 6 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the board of di­rectors, and each shall hold his office until he or she shall re­sign or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified.


Section 3 .   Subordinate Officer .  The board of direc­tors or the chief executive officer may appoint such other offi­cers as the business of the corpor­ation may require, each of whom shall hold office for such period, have such authority and perform such du­ties as are provided in these bylaws or as the board of directors may from time to time determine.


Section 4 .   Removal and Resignation .  Subject to the rights, if any, of an officer under any contract of employment, any of­ficer may be removed, either with or without cause, by the board of direc­tors, at any regular or special meeting thereof, or, ex­cept in case of an officer chosen by the board of direc­tors, by any officer upon whom such power or removal may be conferred by the board of directors.


Any officer may resign at any time by giving written notice to the board of directors, or to the president or to the secretary of the corporation.  Any resigna­tion is without prejudice to the rights, if any, of the corpora­tion under any contract to which such officer is a party.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.








Section 5 .   Vacancies .  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regu­lar election or appointment to such office.


Section 6 .   Chairman of the Board .  The chairman of the ­board, if there be such an office, shall pre­side at all meet­ings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by these bylaws.


Section 7 .   Chief Executive Officer .  Subject to such super­visory powers, if any, as may be given by the board of direc­tors to the chairman of the board, if there be such an officer, the chief executive officer shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and officers of the corpora­tion.  He shall preside at all meetings of the share­holders and at all meetings of the board of directors.  He shall be ex officio a member of all the stand­ing committees, including the executive committee, if any, and shall have the general power and duties of management usually ­vested in the office of president of a corpora­tion, and shall have such other powers and duties as may be pre­scribed by the board of directors or these bylaws.


Section 8.  President.  The president shall be the chief op­erating officer of the corporation, and in the event of absence or disability of the chief executive officer, or if no chief execu­tive officer has been appointed by the board of directors, shall perform all the duties of the chief executive officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the chief executive officer.


Section 9 .   Vice Presidents .  In the absence or disa­bility of the president, the vice presidents in order of their rank as fixed by the board of directors or, if not ranked, a vice president des­ig­nated by the board of directors, if there be such an officer or officers, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president.  The vice presidents, if there be such an officer or officers, shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or these bylaws.


Section 10 .   Secretary .  The secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the princi­pal executive office or such other place as the board of directors may order, a book of minutes of all meetings and ac­tions, of the share­holders, the board directors and all commit­tees thereof, with the time and place of holding of meetings, whether regular or ­special, and, if special, how authorized, the notice thereof ­given, the names of those present at directors' meetings, the num­ber of shares present or represented at share­holders' meet­ings, and the proceedings thereof.


The secretary shall keep, or cause to be kept, at the prin­cipal executive office or at the office of the corpora­tion's transfer agent, or registrar, if one be appointed, a share regis­ter, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certifi­cates issued for the same, and the number and date of cancella­tion of every certificate surrendered for cancellation.


Section 11 .   Chief Financial Officer .  The chief finan­cial officer shall keep and maintain, or cause to be kept and main­tained, adequate and colored accounts of the properties and busi­ness trans­actions of the corporation, including accounts of its assets, lia­bilities, receipts, disbursements, gains, losses, capi­tal, retained earnings and shares.  The books of account shall at all reasonable times be open to inspection by any director.


The chief financial officer shall deposit all moneys and ­other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board of direc­tors.  He shall disburse the funds of the corpora­tion as may be ordered by the board of directors, shall render to the president and direc­tors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial con­dition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board of direc­tors or these bylaws.


Section 12 .   Assistant Secretaries and Assistant Treas­urers .  In the absence or disability of the secretary or the chief finan­cial officer, their duties shall be performed and their pow­ers exercised, respectively, by any assistant secretary or any assis­tant treasurer which the board of directors may have elected or ap­pointed.  The assistant secretaries and the assis­tant treasurers shall have such other duties and powers as may have been delegated to them, respec­tively, by the secretary or the chief financial officer or by the board of directors.


ARTICLE V


INDEMNIFICATION OF DIRECTORS,

OFFICERS, EMPLOYEES AND OTHER AGENTS


Section 1 .   Definitions .  For the purpose of this Article V, "agent" means any person who is or was a director, officer, em­ployee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a director, of­ficer, employee or agent of a foreign or domestic corporation ­which was a predecessor corporation of the corpora­tion or of an­other enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, crimi­nal, adminis­trative, arbitrative or investiga­tive; and whether formal or informal, and "expenses" includes, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(c) of this Article V.


Section 2 .   Actions by Third Parties .  The corporation shall indemnify any person who was or is a party, or is threat­ened to be made a party, to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judg­ments, fines, settlements and other amounts actually and reason­ably incurred in connection with such proceed­ing to the fullest extent permitted by the laws of the State of Wyoming as they may exist from time to time.


Section 3 .   Actions by or in the Right of the Corpora­tion .  The corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action to the fullest extent permitted by the laws of the State of Wyoming as they may exist from time to time.


Section 4 .   Advance of Expenses .  Expenses incurred in de­fending any proceeding may be advanced by the corporation prior to the final disposition of such proceeding upon receipt of a request therefor and an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the ­agent is not entitled to be indemnified as authorized in this ­Article V.


Section 5 .   Contractual Nature .  The provision of this Ar­ticle V shall be deemed to be a contract between the corporation and each director and officer who serves in such capacity at any time while this Article is in effect, and any repeal or modifica­tion thereof shall not affect any rights or obligations then ex­isting with respect to any state of facts then or theretofore ex­isting or any action, suit or proceeding theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.


Section 6 .   Insurance .  Upon and in the event of a determina­tion by the board of directors to purchase such insur­ance, the corporation shall purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the ­agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article V.  All amounts received by an agent under any such policy of insurance shall be applied against, but shall not limit, the amounts to which the agent is entitled pursu­ant to the foregoing provisions of this Article V.


Section 7 .    ERISA .  To assure indemnification under this provision of all such persons who are or were "fiduciaries" of an employee benefit plan governed by the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA"), the provisions of this Article V shall, except as limited by Section 410 of ERISA, be interpreted as follows:  an "other enterprise" shall be deemed to include an employee benefit plan; the corpora­tion shall be deemed to have requested a person to serve as an employee of an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by , such person to the plan or par­ticipants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan in the performance of such person's duties for a purpose reasonably believed by such person to be in compliance with ERISA and the terms of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.


ARTICLE VI


GENERAL CORPORATE MATTERS


Section 1 .   Record Date for Purposes Other Than Notice and Voting .  For purposes of determining the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any right in respect of any other lawful action (other than as provided in Section 12 of Ar­ticle II of these bylaws), the board of directors may fix, in ad­vance, a record date, which shall not be more than sixty (60) days before any such action, and in that case only shareholders of record on the date so fixed are entitled to receive the dividend, distribution, or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date so fixed, except as otherwise provided in the Wyoming Business Corporation Act.


If the board of directors does not so fix a record date, the record date for determining shareholders for any such purpose ­shall be at the close of business on the day on which the board adopts the applicable resolution or the sixtieth (60th) day before the date of that action, whichever is later.


Section 2 .   Inspection of Corporate Records .  The account­ing books and records, the records of shareholders, and minutes of proceedings of the shareholders and the board and committees of the board of directors of the corporation and any subsidiary of the corporation shall be open to inspection upon the written de­mand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder's interests as a share- holder or as the holder of such voting trust certifi­cate.  Such inspection by a shareholder or holder of a vot­ing trust certi­ficate may be made in person or by an agent or at­tor­ney, and the right of inspection includes the right to copy and make ex­tracts.


A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the cor­poration or who hold at least one percent (1%) of such voting ­shares and have filed a Schedule 14B with the United States Secu­rities and Exchange Commission relating to the election of direc­tors of the corporation shall have (in person, or by agent or at­torney) the right to inspect and copy the record of sharehold­ers' names and addresses and shareholdings during usual business hours upon five (5) business days' prior written demand upon the cor­pora­tion and to obtain from the transfer agent, if any, for the corpora­tion, upon written demand and upon the tender of its usual charges, a list of the shareholders' names and addresses, who are entitled to vote for the election of directors, and their share­holdings, and of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.  The list shall be made avail­able on or before the later of five (5) business days after the demand is received or the date specified therein as the date as of which the list is to be com­piled.


Every director shall have the absolute right at any reason­able time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corpora­tion.  Such inspection by a director may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.


Section 3 .   Inspection of Bylaws .  The corporation shall keep in its principal executive office in California, or if its prin­cipal executive office is not in California, then at its principal business office in California (or other­wise provide upon written request of any shareholder) the original or a copy of the bylaws as amended or otherwise altered to date, certified by the secre­tary, which shall be open to inspec­tion by the share­holders at all reason­able times during office hours.


Section 4 .   Checks, Drafts, Etc .  All checks, drafts or other orders for payment of money, notes or other evidences of indebted­ness, issued in the name of or payable to the corpora­tion, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the board of directors.


Section 5 .   Contracts and Instruments; How Executed .  The board of directors, except as in these bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so author­ized or rati­fied by the board of directors, no officer, agent or employee ­shall have any power or authority to bind the corpora­tion by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.


Section 6 .   Certificate for Shares .  Every holder of shares in the corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the secretary or any assis­tant secre­tary, certifying the number of shares and the Class or series of shares owned by the shareholder.  Any of the signatures on the certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certifi­cate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.


Any such certificate shall also contain such legend or other statement as may be required by applicable state securities laws, the federal securities laws, and any agreement between the corpo­ra­tion and the shareholders thereof.


Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the board of di­rec­tors or these bylaws may provide; provided, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefor and the ­amount paid thereon shall be stated.


Except as provided in this Section 6, no new certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and canceled at the same time.  The board of direc­tors may, however, in case any certificate for shares is alleged to have been lost, stolen, or destroyed, authorize the issuance of a new certificate in lieu thereof, and the corporation may require that the corporation be given a bond or other adequate security sufficient to indemnify it against any claim that may be made against it (including expense or liabil­ity) on account of the al­leged loss, theft, or destruction of such certificate of the issu­ance of such new certificate.


Section 7 .   Representation of Shares of Other Corpora­tions .  The president or any other officer or officers authorized by the board of directors or the president are each authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or cor­pora­tions standing in the name of the corporation.  The author­ity herein granted may be exercised either by any such officer in per­son or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.


Section 8 .   Construction and Definitions .  Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Wyoming Business Corporation Act shall govern the construction of these bylaws.  Without limiting the generality of the foregoing, the masculine gender includes the feminine and neuter, the singular number includes the plural and the plural number includes the singular, and the term "person" includes a corporation as well as a natural person.








ARTICLE VII


AMENDMENTS TO BYLAWS


Section 1 .   Amendment by Shareholders .  New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the certifi­cate of incorporation of the corporation sets forth the number of autho­rized directors of the corporation, the authorized number of di­rectors may be changed only by an amendment of the certificate of incorpor­ation.








Carlos E. Duque

Attorney at Law

103 Concord Ave.  

Suite 2-2

Somerville, , MA 02143

(317) 270 3353



September 9, 2011



Crown Marketing Inc.

25 Mountaire Court, Highland Avenue

London, UK NW9 0QA

++447896150866



Re: Registration Statement on

Form S-1 (the "Registration Statement")



Gentlemen:


You have requested my opinion as to the legality of the issuance by you (the "Corporation") of 2,651,000 shares of common stock ("Shares"), including up to 2,400,000 shares underlying the Class A Common Stock Purchase Warrants (the "Warrants") all as further described in the Registration Statement on Form S-1 expected to be filed with the U.S. Securities and Exchange Commission on or around September 9, 2011..  .  


As your counsel, I have reviewed and examined:


1.

The Articles of Incorporation of the Corporation;

2.

The Bylaws of the Corporation;

3.

A copy of certain resolutions of the corporation;

4.

The Registration Statement, as proposed to be filed; and

5.

The Form of  Warrants, as proposed to be filed as an exhibit to the Registration Statement.


In giving my opinion, I have assumed without investigation the authenticity of any document or instrument submitted me as an original, the conformity to the original of any document or instrument submitted to me as  a copy, and the genuineness of all signatures on such originals or copies.  .  


Based upon the foregoing, I am of the opinion that the Shares to be offered pursuant to the Registration Statement, including the Shares underlying the Warrants, if sold as described in the Registration Statement will be legally issued, fully paid and nonassessable. My opinion is based on the relevant state statutes and the judicial interpretations thereof in the state of Wyoming.


No opinion is expressed herein as to the application of federal securities laws, state securities laws, or “Blue Sky” laws.


I consent to the reference of my name in the Prospectus filed as a part of the Registration Statement and the use of my opinion in the Registration Statement.  In giving these consents, I do not admit that I come within the category of persons whose consent is required according to Section 7 of the Securities Act of 1933 or any of the rules and regulations promulgated thereunder.



Very truly yours,




/s/ Carlos E. Duque, Esq.












We consent to the inclusion in the Registration Statement on Form S-1 of Crown Marketing ( the "Company”) of our report dated September 8, 2011, with respect to the consolidated balance sheets as of June 30, 2011 and  2010, and the related consolidated statements of operations, changes in  stockholders’ deficiency, and cash flows for the period from inception on July 8, 2009 through June  30, 2011 of the Company included in the Registration Statement. We also consent to the reference to our firm under the caption “Experts” in this Form S-1.




/s/ WEINBERG & COMPANY, P.A.

___________________________________

Firm’s Manual Signature

 


Los Angeles,  CA

___________________________________

City, State

 


September  8, 2011

___________________________________

 

Date