UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




FORM 10-Q/A







x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2012





o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934


For the transition period from ______ to _______





Commission File Number 333-169501





CROWN DYNAMICS CORP.


(Exact name of registrant as specified in its charter)





Delaware

98-0665018(State of incorporation)

(I.R.S. Employer Identification No.)





c/o Jeffrey Rassas


8399 E. Indian School Rd.


Suite 202


Scottsdale, AZ 85251


(Address of principal executive offices)





(678) 764-0355


(Registrant’s telephone number)








Copy of all Communications to:


Zouvas Law Group, P.C.


2368 Second Avenue, 1st Floor


San Diego, CA 92101


Phone: 619-688-1715


Fax: 619-688-1716








Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


x Yes      oNo





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes    o No (Not required)





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





Large Accelerated Filer          o                                                                         Accelerated Filer                           o





Non-Accelerated Filer             o                                                                         Smaller Reporting Company       x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


o Yes  x No





As of March 31, 2012, there were 44,669,136shares of the registrant’s $0.001 par value common stock issued and outstanding.








Page - 1






CROWN DYNAMICS CORP.







TABLE OF CONTENTS


PagePART I.                FINANCIAL INFORMATIONITEM 1.
FINANCIAL STATEMENTS
3ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
17ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
19ITEM 4.
CONTROLS AND PROCEDURES
19PART II.               OTHER INFORMATIONITEM 1.
LEGAL PROCEEDINGS
20ITEM 1A.
RISK FACTORS
20ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
20ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
20ITEM 4.
[REMOVED AND RESERVED]
20ITEM 5.
OTHER INFORMATION
20ITEM 6.
EXHIBITS
21








Special Note Regarding Forward-Looking Statements









Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Crown Dynamics Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.




*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "CDYY" refers to Crown Dynamics Corp.




Page - 2




PART I - FINANCIALINFORMATION







ITEM 1.                      CONDENSED CONSOLIDATED FINANCIAL STATEMENTS








INDEX
F-1Unaudited Consolidated Balance Sheet as of March 31, 2012 and Audited Consolidated Balance Sheet as of March 31, 2012
F-2Unaudited Consolidated Statement of Operations for the Three Months Ended March 31, 2012 and 2011
F-3Unaudited Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2012 and 2011
F-4Statement of Changes in Stockholder’s Equity for the Three Months Ended March 31, 2012
F-5Notes to Condensed Consolidated Financial Statements Unaudited
F-6







F - 1




CROWN DYNAMICS CORP.


BALANCE SHEET


AS OF MARCH 31, 2012 AND DECEMEBER 31, 2011




As of


As ofMarch 31,


December 31,2012


2011(Unaudited)


(Audited)ASSETSCurrent Assets:Cash and cash equivalent

$
204,920


$
-Accounts receivable


16,632



-Inventory


121



-Total current assets


221,673



-Other Assets:Property and equipmnet, net


119,449



-Intangible assets, net


342,659



-Notes receivable - related party


253,999



-Goodwill


23,174,978



-Security deposits


12,303



--Total Assets

$
24,125,061


$
-LIABILITIES AND STOCKHOLDERS' (DEFICIT)Current Liabilities:Accounts payable

$
1,211,985


$
5,000Accrued interest


32,225



-Accrued expenses


191,548



-Notes payable


62,500



-Convertible notes payable - current portion


440,000Convertible notes payable to related parties - current portion


508,343



-Total current liabilities


2,446,601



5,000Accrued interest


13,968



-Notes payable to related party


275,694Convertible notes payable - less current portion


100,000Convertible notes payable to related parties, less current portion


145,000



-Total liabilities


2,981,263



5,000Commitments and ContingenciesStockholders' (Deficit):Common stock, par value $.0001 per share, 200,000,000 shares authorized; 44,669,136 and 16,500,000 shares issued and outstanding at March 31, 2012 and December 31, 2011, repectively


4,467



1,650Discount on common stock


(600
)


(600
)Additional paid-in capital


21,516,741



54,250Accumulated deficit


(376,810
)


(60,300
)Total stockholders' (deficit)


21,143,798



(5,000
)Total Liabilities and Stockholders' (Deficit)

$
24,125,061


$
-
  The accompanying notes to financial statements are an integral of these financial statements





F - 1


CROWN DYNAMICS CORP.


STATEMENTS OF OPERATIONS


FOR THE THREE MONTHS ENDED MARCH 21 2011 AND 2012


(unaudited)


2012


2011Revenues, net

$
95


$
-Cost of products sold


187



-(92
)


-Operating expensesGeneral and Administrative


302,286



9,290Sales and Marketing


4,596



-Total expenses


306,882



9,290(Loss) from Operations


(306,974
)


(9,290
)Other income (expense)Interest income


68



-Interest expense


(9,604
)


-Total other income (expense)


(9,536
)


-Loss before income  taxes


(316,510
)


(9,290
)Income tax expense


-



-Net (Loss)

$
(316,510
)

$
(9,290
)Basic and diluted net loss per common share

$
(0.01
)

$
(0.00
)Basic and diluted weighted average commonshares outstanding


24,150,940



9,000,000





The accompanying notes to financial statements are an integral of these financial statements





F - 2


CROWN DYNAMICS CORP.


STATEMENTS OF CASHFLOWS


FOR THE THREE MONTHS ENDED MARCH 31 2011 AND 2012


(Unaudited)





2012


2011Operating Activities:Net (loss)

$
(316,510
)

$
(9,290
)Adjustments to reconcile net (loss) to net cash (used in) operating activities:Common stock issued to Director's for services


220,000



-Depreciation


1,128



-Amortization of Intangibles


1,051



-Increase in notes receivable related party for interest earned


(68
)


-Increase in convertible notes payable for interest expense


4,979



-Common stock issued for services


6,373



-Changes in operating assets and liabilities:Inventory


8



-Prepaid expenses


8,592



-Accounts payable


21,655



-Accrued interest


2,710



-Accrued expenses


3,769



4,000-Net cash (used in) operating activities


(46,313
)


(5,290
)Investing Activities:Cash provided from Airware Holdings, Inc Acqusition


101,233



-Net Cash Provided by Financing Activities


101,233



-Financing Activities:Common Stock For Cash


50,000



-Proceeds from convertible note


100,000



5,290Net Cash Provided by Financing Activities


150,000



5,290Net (Decrease) Increase in Cash


204,920



-Cash - Beginning of Period


-



300Cash - End of Period

$
204,920


$
300Noncash investing and financing activities:Common stock issued for intangible asset purchase

$
123Common stock issued for acquisition

$
21,188,812Goodwill from excess of purchase over fair value of  net assets of acquisition

$
23,174,978Assets acquired from share exchange

$
856,985Liabilities assumed from share exchange

$
2,843,151


The accompanying notes to financial statements are an integral of these financial statements








F - 3




CROWN DYNAMICS CORP.STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)FOR THE YEAR ENDED DECEMBER 31, 2011 ( AUDITED) AND THE THREE MONTHS ENDED MARCH 31, 2012 (UNAUDITED)(Unaudited)Discount on


AdditionalCommon Stock





Common


Paid-in


AccumulatedShares


Amount


Stock


Capital


Defictit


TotalBalance at December 31, 2010


9,000,000


$
900


$
(600
)

$
-


$
(23,112
)

$
(22,812
)Common stock issued for cash


7,500,000



750



-



54,250



-



55,000Net (loss) for the period


-



-



-



-



(37,188
)


(37,188
)Balance at December 31, 2011


16,500,000



1,650



(600
)


54,250



(60,300
)


(5,000
)Common stock issued in exchange for license agreement


1,225,000



123



-



-



-



123Common stock issued for AirWare Holdings, Inc. acquisition


21,844,136



2,184



-



21,186,628



-



21,188,812Issuance of common stock for cash


5,000,000



500



-



49,500



-



50,000Issuance of common stock for services


100,000



10



-



226,363



-



226,373Net (loss) for the period


-



-



-



-



(316,510
)


(316,510
)Balance at March 31, 2012


44,669,136


$
4,467


$
(600
)

$
21,516,741


$
(376,810
)

$
21,143,798
  The accompanying notes to financial statements are an integral of these financial statements




F - 4





CROWN DYNAMICS CORP.


NOTES TO FINANCIAL STATEMENTS


(UNAUDITED)





1.       Summary of Significant Accounting Policies and Use of Estimates:





Basis of Presentation and Organization





Crown Dynamics Corp. (“Crown Dynamics” or the “Company”) is a Delaware corporation. The Company was incorporated under the laws of the State of Delaware on June 15, 2010.





On March 20, 2012 through an equity exchange agreement the Company acquired all of the issued and outstanding stock of Airware Holdings, Inc., a Nevada corporation, in exchange for 21,844,136 shares of the Company’s newly-issued common stock. Airware was formed in February 2010 and is a non-prescription medical products company. The principal business purpose of the Company is to develop, manufacture and distribute nasal breathing devices.  The Company targets prospective customers such as compassionate sleeping partners, individuals with allergies and athletic enthusiasts throughout the United States and the United Kingdom.





The Company has included the eleven days of Airware Holdings, Inc.’s operations within its Statement of Operations and Statement of Cash Flows for the three month period ending March 31, 2011. The Company’s losses for the period were increased by $42,561 as a result of including Airware’s operating results for the eleven day..  The Company’s cash flow was increased by $101,235 as a result of including Airware’s cash flows for the eleven days.





The Company’s Balance Sheet as of March 31, 2012 includes the assets and liabilities of Airware as of that date.





On January 20, 2012, the company entered into a Technology License Agreement (the “Agreement”) with Zorah LLC (“Zorah”).  The Company has exclusive rights to Zorah’s Technology for development and worldwide distribution of Zorah’s technologies which include a wireless technology to remotely monitor senior citizens and special needs adults, as well as the development of a transdermal blood sugar monitoring unit, which will allow people to test their blood sugar levels without pricking themselves.





Unaudited Interim Financial Statements





The interim financial statements of the Company as of March 31, 2012 and 2011, and for the periods then ended, are unaudited. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2012 and 2011 and the results of its operations and its cash flows for the periods then ended. These results are not necessarily indicative of the results expected for the calendar year ending December 31, 2012. The accompanying financial statements and notes thereto do not reflect all disclosures required under accounting principles generally accepted in the United States. Refer to the Company’s audited financial statements as of December 31, 2010, filed with the SEC, for additional information, including significant accounting policies.





Inventory





Inventory at March 31, 2012, consists of finished goods, comprised of the Company’s product, Brez, and is stated at the lower of cost, determined by the first-in, first-out method, or market. Inventories are determined by physical counts.





Property and Equipment





Property and equipment are recorded at cost.  Depreciation is provided for on the straight-line method, over the estimated useful lives of the assets.  Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred.  Betterments or renewals are capitalized when incurred.  Depreciation expense for the periods ended March 31, 2012 and 2011 amounted to $1,128 and $0, respectively.





The estimated useful lives of property and equipment are:




Manufacturing equipment
3 yearsOffice furniture and equipment
5 - 7 years













F - 5







CROWN DYNAMICS CORP.


NOTES TO FINANCIAL STATEMENTS


(Continued)


(UNAUDITED)





1.       Summary of Significant Accounting Policies and Use of Estimates (Continued):





Intangible Assets





Intangible assets consist of patent and intellectual property and are amortized over the period that the Company believes best reflects the period in which the economic benefits will be consumed. The Company evaluates intangible assets with definite lives for recoverability when events or circumstances indicate that these assets might be impaired. The Company tests those assets for impairment by comparing their respective carrying values to estimates of the sum of the undiscounted future net cash flows expected to result from the assets. If the carrying amount of an asset exceeds the sum of the undiscounted net cash flows expected from that asset, the Company recognizes an impairment loss based on the amount by which the carrying value exceeds the fair value of the asset Amortization expense for the period ended March 31, 2012 and 2011 amounted to $1,051 and $0 respectively, and is included in general and administrative expenses on the statement of operations.





Long-Lived Assets





The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company uses an estimate of the related undiscounted cash flows, excluding interest, over the remaining life of the property and equipment or other long-lived asset in assessing its recoverability. Impairment losses are recognized for the amount by which the carrying amount of the asset(s) exceeds the fair value of the asset(s). The Company primarily employ two methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties; or (ii) the present value of expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.





Revenue Recognition





The Company recognizes revenue on the sale of products at the time of delivery and acceptance. Delivery is generally FOB shipping point.  At the time of delivery, the following have occurred:





·
Delivery has been evidenced by the appropriate signature on the delivery ticket;


·
A price per unit has been determined;


·
Collectability has been reasonably assured.





Revenues are recorded net of slotting payments and co-operative advertising costs when applicable.





Fair Value of Financial Instruments:





The carrying amounts of financial instruments including cash, certain current maturities of long-term debt and accrued liabilities approximate fair value because of their short maturities or for long term debt based on borrowing rates currently available to the Company for loans with similar terms and maturities.





Long-term receivables with related parties are carried at an approximate fair value based on rates available to Company for risk free investments.





Earnings per Share





Basic earnings per share does not include dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity.  Dilutive securities are not included in the weighted average number of shares when inclusion would be anti-dilutive. Due to the net losses for the periods ended March 31, 2012 and 2011, basic and diluted loss per common share were the same, as the effect of potentially dilutive securities would have been anti-dilutive.





Page - 9




CROWN DYNAMICS CORP.


NOTES TO FINANCIAL STATEMENTS


(Continued)


(UNAUDITED)





1.       Summary of Significant Accounting Policies and Use of Estimates (Continued):




As of March 31, 2012 there were 3,202,500 shares issuable upon conversion of notes payable, exercise of warrants and options that were not included in the earnings per share calculation as they were anti-dilutive. There is an additional convertible note that has a provision to issue 5,000,000 shares upon default have not been included as management deems the issuance unlikely.




Shipping and Handling




Shipping and handling costs associated with the shipment of products to the customer are recorded as costs of revenue.




Advertising Costs




Costs associated with producing, communicating and advertising are capitalized and expensed when first viewed by the public.  There no cost capitalized or expensed for the periods ending March 31, 2012 and 2011 respectively. Advertising expense is included in selling and marketing expenses on the accompanying statements of operations.




Recent Accounting Pronouncements:




In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRSs")." Under ASU 2011-04, the guidance amends certain accounting and disclosure requirements related to fair value measurements to ensure that fair value has the same meaning in U.S. GAAP and in IFRS and that their respective fair value measurement and disclosure requirements are the same. ASU 2011-04 is effective for public entities during interim and annual periods beginning after December 15, 2011. The Company has adopted the requirements of of this ASU.




There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows




2.      Going Concern:




The Company has incurred losses since inception and requires additional funds for future operating activities. The Company selling activity has not yet reached a level of revenue sufficient to fund its operating activities.  These factors create an uncertainty as to how the Company will fund its operations and maintain sufficient cash flow to operate as a going concern.




In response to these financial difficulties, management is continuing to pursue financing from various sources, including private placements from investors and institutions. In addition, the Company has introduced an expanded product line and has had positive response to the product from a number of large potential customers. Management believes these efforts will contribute toward funding the Company’s activities until sufficient revenue can be earned from future operations. Management believes these combined efforts, if successful, will be sufficient to meet its working capital needs and its currently anticipated expenditure levels for the next year.




The Company’s ability to meet its cash requirements in the next year is dependent upon obtaining this financing and achieving improved sales level. If this is not achieved, the Company may be unable to obtain sufficient cash flow to fund its operations and obligations, and therefore, may be unable to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, and accordingly, do not include any adjustments relating to the recoverability and classification of recorded asset amounts; nor do they include adjustments to the amounts and classification of liabilities that might be necessary should the Company be unable to continue operations or be required to sell its assets.




3.      Notes Receivable – Related Party





Notes Receivable Officer consists of the following notes from Airware Holdings Inc.’s former President and a Crown  Dynamics Corp. Board Member, David Dolezal and Crown’s President and Board Member, Jeffry Rassas:  Notes were the assets of Airware Holdings, Inc. and been included as part of the business combination.  The balances as of March 31, 2011 are as follows: See Business Combination Footnote 12.







Page - 10


CROWN DYNAMICS CORP.


NOTES TO FINANCIAL STATEMENTS


(Continued)


(UNAUDITED)





2% unsecured note receivable withprincipal and  interest due onFebruary 28, 2021

$
70,6002% unsecured note receivable withprincipal and  interest due onMay 7, 2015


128,2372% unsecured note receivable withprincipal and  interest due onFebruary 28, 2021


29,0002% unsecured note receivable with principal and interest due on May 7, 2015


21,323249,160Accrued interest receivable


4,839$
253,999








Note receivables are for periodic cash advances made to Mr. Dolezal and Mr. Rassas.





4.           Notes Payable:





Notes payable were the liabilities of Airware Holdings, Inc. and were included as part of the business combination.  The balances as of March 31, 2011 are as follows: See Business Combination Footnote 12.





Notes payable consists of the following:





20.00% notes payable, due March 8, 2012, interest payable atmaturity, unsecured

$
37,5007.00% note payable due April 4, 2011, interest payments are due


25,000annually, unsecured$
62,500








5.  Convertible notes payable:





The following Notes were liabilities of Airware Holdings, Inc. and were included as part of the business combination.  The balances as of March 31, 2011 are as follows: See Business Combination Footnote 12.





Notes payable to party of the following:




Page - 11




CROWN DYNAMICS CORP.


NOTES TO FINANCIAL STATEMENTS


(Continued)


(UNAUDITED)








8.00% notes payable, due dates ranging from August 22, 2012 toMarch 19,2014, convertible to  common stock at $.50 per share,interest payments are due annually, unsecured




$
430,0006.50% note payable, due dates ranging from September 20, 2011 toOctober 19, 2011, convertible to common stock at $1.00 per share,interest payments are due annually, unsecured





10,0006.50% note payable, due November 26, 2011, convertible tocommon stock at $2 per share, interest payments are due annually,unsecured





50,0006.50% note payable, due date August 31, 2010, convertible tocommon stock at $10.00 per share, interest payments are dueannually, unsecured





#
50,000540,000Less:   current portion






(100,000
)$
440,000








6.    Notes Payable to Related Party:





The following Notes were liabilities of Airware Holdings, Inc. and were included as part of the business combination.  The balances as of March 31, 2011 are as follows: See Business Combination Footnote 12.





Notes payable to party of the following:


3.00% note payable, due March 1, 2021, interest due at maturity,unsecured



$        209,9243.00% note payable, due October 1, 2021, interest due at maturity,unsecured



65,770#
$        275,694


7.    Convertible Notes Payable to Related Parties:





The following Notes were liabilities of Airware Holdings, Inc. and were included as part of the business combination.  The balances as of March 31, 2011 are as follows: See Business Combination Footnote 12.





Page - 12







CROWN DYNAMICS CORP.


NOTES TO FINANCIAL STATEMENTS


(Continued)


(UNAUDITED)


Convertible notes payable to related parties consist of the following:9.00% note payable net of unamortized debt discount, due dateOctober 31, 2010 as of September 30, 2010, convertible to non-votingAirware common stock at $.25 per share. Modified December 8, 2011to a note payable at 12% , due September 30, 2012, convertible to SeriesD convertible preferred stock and subsequently modified to CrownDynamics Corp. common stock at $.10 per share, interest payments aredue monthly. Debt is secured by substantially all of the assets of AirwareHoldings, Inc.

$
483,3438.00 % note payable due March 15, 2014, convertible to common stockat $.50 per share, interest payments are due annually, unsecured

5,0008.00 % note payable due March 15, 2014, convertible to common stockat $.50 per share, interest payments are due annually, unsecured

20,0006.5% note payable, due May 2, 2013, convertible to common stock at$2 per share, interest is due at maturity, unsecured

145,000653,343Less:   current portion


508,343$
145,000


See Related Party Footnote 8 for additional information.





8.    Related Party Transactions:





As further detailed in Notes Receivable Related Party Footnote 3, the Company has notes receivable from the former President of Airware Holdings, Inc. and a Crown Dynamics Corp. Board Member, David Dolezal and Crown’s President and Board Member, Jeffry Rassas.





As detailed in Note Payable to Related Party Footnote 6, the Company has notes payable to the former President of Airware Holdings, Inc. and a Crown Dynamics Corp. Board Member, David Dolezal.





Certain convertible notes are with parties related to the Company as detailed former officers and significant consultants to Airware Holdings, Inc. as further detailed in Footnote 7.





On January 20th 2012, when the Company issued 1,225,000 shares to Zorah LLC for the Technical License Agreement, the stock was trading at $1.10, however, because under SAB Topic 5G the value of the license is typically zero, the stock was valued at par value and the price of the license was valued at $122, which is reflected in the accounting.  Mr. Aninye was both the CEO of Crown Dynamics and Zorah LLC at the time of the transaction, and licensed to Crown, one of Zorah’s technologies.





9.       Commitments and Contingencies:





The Company has agreed to indemnify its officers and director for certain events or occurrences that may arise as a result of the officers or director serving in such capacity.  The term of the indemnification period is for the officer’s





The Company enters into indemnification provisions under its agreements with other companies in its ordinary course of business, typically with business partners, customers, landlords, lenders and lessors.  Under these provisions the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement.  The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited.











Page - 13


CROWN DYNAMICS CORP.


NOTES TO FINANCIAL STATEMENTS


(Continued)


(UNAUDITED)








The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements.  As a result, the Company believes the estimated fair value of these agreements is minimal.  Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 2012.






On August 10, 2011, Airware Holdings, Inc. granted 700,000 stock options to a current employee and three consultants to the Company.  The option grant was effective as of July 19, 2011 with the options vesting over one year in quarterly increments commencing on October 17, 2011 and continuing each quarter from that date forward.  These warrants are exercisable at $.50 per share of common stock over a 10 year term.




On November 7,2011 Airware Holdings, Inc. was named as a defendant in a lawsuit alleging a default on a note payable of $50,000 plus accrued interest.  The note and accrued interest are reflected in the Company’s Balance Sheet as of March 31, 2012.  The Company is working towards settling the litigation






On December 22, 2011 Airware Holdings, Inc. entered into a distribution agreement that provides for the issuance of common stock warrants, with an expiration date of 3 years, for the purchase of the Company’s common stock in an amount equal to 15% of the total products purchased by the distributor from the Company at the invoice price against the previous year’s purchases of paid invoices.  The warrant price will be equal to the closing price of Crown Dynamics Corp.’s stock price at the anniversary date of the agreement.




On December 27,2011, Airware Holding, Inc. was named as a defendant in a lawsuit alleging a default on a two notes payable total $75,000 plus accrued interest.  The note and accrued interest are reflected in the Company’s Balance Sheet as of March 31, 2012.  The Company is working towards settling the litigation




10.                      Stockholders’ Equity:




Common Stock




As further detailed in Business Combination Footnote 13 the Company issued 21,844,136 shares to effect the business combination with Airware Holding, Inc. on March 20, 2012.




Warrants:




The Warrant obligations of Airware Holdings, Inc. were included as part of the business combination.  The balances as of March 31, 2012 are as follows: See Business Combination Footnote 12.





Common Share

Issuable Upon

Name of Warrants
Exercise

Price of

Exercise of Warrants
Date

Issued

Warrants
Expiration

DateWarrants issued under a Unit Purchase Agreement
535,000
$0.50
4/18/2010
5/17/2013Warrants issued under a Private Placement Memorandum
250,000
$1.00
4/26/2011
4/25/2014Warrants issued under a Private Placement Memorandum
50,000
$1.00
4/27/2011
4/26/2014Warrants issued under a Private Placement Memorandum
25,000
$1.00
4/28/2011
4/27/2014Warrants issued under a Private Placement Memorandum
200,000
$1.00
5/03/2011
5/02/2014





Page - 14





CROWN DYNAMICS CORP.


NOTES TO FINANCIAL STATEMENTS


(Continued)


(UNAUDITED)


Stock Options:




Option obligations of Airware Holdings, Inc. were  included as part of the business combination.  The balances as of March 31, 2012 are as follow: See Business Combination Footnote 12






275,000 stock options for the purchase of the Company’s common stock, to a former officer of the Company and 250,000 each to two former Senior Advisory Board Members of the Company.  These options are exercisable at $.50 per share of common stock over a 10 year term expiring April 19, 2021.






On August 10, 2011 Airware Holdings, Inc. granted 700,000 stock options to a current employee and three consultants to the Company.  The option grant was effective as of July 19, 2011 with the options vesting over one year in quarterly increments commencing on October 17, 2011 and continuing each quarter from that date forward.  These warrants are exercisable at $.50 per share of common stock over a 10 year term.




11.                      Significant Customer:




The Company generally sells through a limited number of large distributors.  The Company invoices the distributors directly as opposed to the ultimate retail store.  Consequently, the Company’s sales are to a small number of customers.




12.                      Business Combination:




On March 20, 2012 the Company entered into a share exchange agreement with Airware Holdings, Inc. (Airware) to exchange 21,844,136 of its newly-issued shares of common stock in exchange for 43,688,272 of the issued and outstanding shares and preferred stock of Airware, to exchange 860,000 Class A and B warrants of the Company for 1,720,000 Class A and B warrants of Airware and to exchange 1,1250,00 Options to purchase the Company’s common stock , at $.50 per share for 2,225,000 Options to purchase Airware common shares at $.25 per share..




Upon completion of the transaction the Board of Directors of Airware will be the Board Members of Crown Dynamics and the President of the Airware will become the President of Crown Dynamic Corp.




Crown Dynamics Corp. shareholders prior to the acquisition will retain a total of 51.1% of the outstanding shares of the combined entities at the date of the acquisition.




The Company has accounted for the business combination with Airware by the purchase method and has included a net loss from Airware operations of $42,561 for the eleven days ended March 31, 2012 in its statement of operations for the period ending March 31, 2012




The Company has recorded the cost of the acquisition of Airware as $23,174,978 which consist of the value of the restricted common stock issued to Airware’s shareholders of $21,188,812 less the fair value of the Airware assets of $856,960 plus the present value Airware liabilities of $2,843,151. The Company has record goodwill for the difference between the cost of the acquisition and fair value of the assets and liabilities as goodwill in the amount




of $23,174,978.  The Company believes that the goodwill and any future impairment thereof will not be deductible for income tax purposes.





The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:






Goodwill

$
23,174,978Liabilities assumed


(2,843,151
)Cash


101,235Accounts receivable


16,632Other assets


12,432Prepaid expenses


8,591Property and equipment


120,577Patents and other intangibles


343,586Notes receivable- related party


253,932Total Crown Stock Issued

$
21,188,812








Page - 15


CROWN DYNAMICS CORP.


NOTES TO FINANCIAL STATEMENTS


(Continued)


(UNAUDITED)







The purchase price allocation is preliminary.  The preliminary estimates of fair values recorded are determined by management on various market and asset appraisals.  The final determination of the purchase price will be based on fair values of the assets acquired.  The purchase price allocation will remain preliminary until the Company completes a third-party valuation and determines the fair value of the assets acquired.  The final amounts allocated to the assets acquired could differ significantly from the preliminarily recorded amounts.




Crown Dynamics Corp. and Airware Holdings, Inc. combined operations as if the entities had been combined for the three month periods ending March 31, 2012 and 2011 on a pro forma basis are as follows:









For the Three MonthPeriod Ending March 31,2012


2011Revenue

$
13,787


$
22,708(Loss) from continuing operations

$
(2,027,181
)

$
( 488,357
)Net (loss)

$
(2,027,181
)

$
( 488,357
)Net (loss) per share

$
(0.047
)

$
(0.016
)








13.  Subsequent Events.




On May 10, 2012 the Company entered into negotiation and the Board of Directors has approved a 46 month lease for the rental of a new Company office.  The commitment for the rental of the space isas follows:






FYE

December 31,
Annual

Rent2012
$46,1852013
$79,9682014
$82,9562015
$85,5122016
$21,378








14. Goodwill and Intangible Assets
 
 Goodwill and intangible assets result primarily from business acquisitions accounted for under the purchase method. Goodwill and intangible assets with indefinite lives are not amortized but are subject to impairment by applying a fair value based test.
 
 The Company performs a two-step test to assess goodwill for impairment at least on an annual basis (December 31 for us), and between annual tests if impairment indicators arise. First, the fair value of each reporting unit is compared to its carrying value. The fair value is based on the discounted future cash flows of the reporting unit carrying the goodwill. If discounted future cash flows exceed the carrying value of the assets, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value of the goodwill. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference is recorded.
 
 As further detailed in Note 12, the purchase price allocation for the interim period ended March 31, 2012 is preliminary. The preliminary estimates of fair values recorded are determined by management on various market and asset appraisals. The final determination of the purchase price will be based on fair values of the assets acquired. The purchase price allocation will remain preliminary until the Company completes a third-party valuation and determines the fair value of the assets acquired. The final amounts allocated to the assets acquired could differ significantly from the preliminarily recorded amounts


Page - 16







ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION







The following Management's Discussion and Analysis should be read in conjunction with Crown Dynamic’s financial statements and the related notes thereto. The Management's Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Report on Form 10-Q. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Report on Form 10-Q.






The following discussion should be read in conjunction with our unaudited consolidated financial statements and related notes and other financial data included elsewhere in this report. See also the notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2011.




Critical Accounting Policies and Estimates





The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In consultation with the Company’s Board of Directors, management have identified the following accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.





Discussion of Acquirer for Accounting Purposes





On March 20, 2012 Crown Dynamics Corp. (Crown) and AirWare Holdings, Inc. Airware) executed a share exchange agreement (Exchange) to effectively merge the two entities.  Below is the analysis under ASC 805-10-55-12 to determine who the accounting acquirer as of that date was.  Based on the analysis as detailed below, the Company believes that the acquirer for accounting purposes would be Crown.





ASC 805-10-55-12 states in part that in business combination effected primarily by exchanging equity interest (as is the case in the instant combination) the acquirer usually is the entity that issues the equity interest.  In our combination, Crown is the entity that issued the equity interest, pursuant to the Exchange.





ASC 805-10-55-12 further indicates that all pertinent facts and circumstances also shall be considered in identifying the acquirer in a business combination effected by or through an exchange of equity interest.  Particularly those in ASC 805-10-55-12(a) through 12(e) and that additional facts and circumstances that may be pertinent should be considered as well as the relative size of the combining entities.





In the instant case, there are facts that would support either party as being the accounting acquirer; however a preponderance of the facts support Crown as the acquirer.  Specifically, as follows:





ASC 805-10-55-12 (a) The relative voting rights in the combined entity after the business combination.  The acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights of the combined entity.  Here, the Exchange leaves the existing Crown shareholders with 22,725,000 shares and Airware shareholders with 21,844,136 shares before taking into account Airware options, warrants and convertible securities.  There are no unusual voting arrangements.  Although Airware could have a greater control, at the time of the transaction they are not the larger shareholder group as far as vested shares are concerned.





Airware options and warrants would add another 1,972,500 for Airware. In addition there are convertible notes that would result in issuance of another 1,022,500 shares for Airware. There is another note that is convertible in the event of default on the note by Airware that would add 10,000,000 shares to Airware. Management does not feel the contingent convertible note is likely to be converted. Ultimately the Airware shareholder could have the controlling shares, but at the date of acquisition, Crown had the controlling rights.






Page - 17





Section 12(b) The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting interest. The acquirer usually is the combining entity whose owners or organized group of owners holds the largest minority voting interest in the combined entity.





The Former CEO of Crown, Steve Aninye holds the largest single block of shares with 15,125,000 shares of common stock.  Airware’s does not have a single shareholder or a controlled and organized block of shareholder that approaches Mr. Aninye’s shares.





Section 12(c) The composition of the governing body of the combined entity.  The acquirer usually is the combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity.  At the time of Exchange, the Board of Directors is composed of 3 Board Members from the Crown group and three from the Airware group.  Steve Aninye as noted in 12(b) above has the largest block of stock that would likely exert control over who the Board Members are or could be changed to.





Section 12(d) The composition of senior management of the combined entity.  The acquirer usually is the combining entity whose former management dominates the management of the combined entity.  At the date of Exchange the management senior management consists of Jeffry Rassas, President (Airware).





Section 12(e) The terms of the exchange of equity interest.  The acquirer usually is the combining entity that pays a premium over the pre-combination fair value of the equity interest of the other combining entity.  Crown paid a premium for the equity interest in Airware.  Airware fair value at the time of the combination was equal to $.50 per share, taking into account the 2 for 1 exchange.  Crown shares were publicly trading at that time for $2.40.





ASC 805-10-55-13 States that, “The acquirer usually is the combining entity whose relative size is significantly larger than that of the other combining entity.”  Although Airware is the larger entity, this is one of the few prongs that clearly supports in favor of the acquirer contrary to the Company’s intent.





Based on the aforementioned analysis there are facts that support either entity as the accounting acquirer.  Taking into account the intent of the both parties together with giving a significant weight to Item 12(b), 12(c) and 12(e), the Company has elected that Crown is the acquirer for accounting purposes.





Corporate Background





We were incorporated in Delaware on June 15, 2010 and are a development stage company. On July 15, 2010, we entered into an exclusive worldwide patent sale agreement (the "Patent Transfer and Sale Agreement ") with Illanit Appelfeld, (the “Seller”), in relation to a patented technology (U.S. Patent Number: 5,799,354) (the “Patent”) for a toothbrush having a handle and a brush head, the brush head comprising two side, and one central bristle tuft bundles, each mounted to a respective separate base.  The patent and technology were transferred to us in exchange of payment to Illanit Appelfeld (the Seller) of US $9,000 (Nine thousands United States Dollars), according to the terms and conditions specified in the Patent Transfer and Sale Agreement related to the U.S. Patent Number: 5,799,354.





Since 2010, we have migrated from dental technology to greater applications in home medical technology.  On January 20th the company entered into a Technology License Agreement (the “Agreement”) with Zorah LLC (“Zorah”).





Now the Company has exclusive rights to Zorah’s Technology for development and distribution worldwide of Zorah’s technologies which include a wireless technology to remotely monitor senior citizens and special needs adults, as well as the development of a transdermal blood sugar monitoring unit, which will allow people to take their blood sugar levels without pricking themselves.





On March 20, 2012, Crown Dynamics Corp., a Delaware Corporation (the "Company or CDYY"), executed a Share Exchange Agreement (the "Agreement") with Airware Holdings, Inc., a Nevada corporation (“AirWare”).   Under the Terms of the Agreement, Crown would acquire Airware and their business for operating and accounting purposes.


.


Transfer Agent





We have engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.





Liquidity and Capital Resources






Page - 18





For the Three Months Ended March 31, 2012




During the three months ended March 31, 2012, net cash used in the Company’s operating activities totaled ($46,315).  Net cash provided by investing activities during the three month period ended March 31, 2012 totaled $150,000.  For the three month period ended March 31, 2012, the Company’s cash balance decreased during the year by $103,685.




At March 31, 2012, the Company had cash of $204,920, accounts receivable of $16,632 and inventory of $121 that comprised the Company’s total current assets totaling $221,673. The Company’s property and equipment at March 31, 2012 had a net book value of $119,449. The Company also had accrued interest totaling $32,255 at March 31, 2012, while the Company’s total assets at March 31, 2012 were $ 24,125,061.





At March 31, 2012, the Company had total current liabilities totaling $2,446,601 consisting of $275,694 in notes payable to related parties.





Therefore, at March 31, 2012, the Company had total liabilities of $2,981,263. Other than anticipated increases in the legal and accounting costs associated with being a public company, Company management is not aware of any other known trends, events or uncertainties which may affect the Company’s future liquidity.





At March 31, 2012, the Company had a stockholders’ equity totaling $21,143,798.





RESULTS OF OPERATIONS





For the Three Months Ended March 31, 2012 versus March 31, 2011





Revenues and Gross Profit (Loss)





The Company’s revenue for the three months ended March 31, 2012 was $95 with associated sales and marketing costs of $4,596.  The Company’s loss from operations the three months ended March 31, 2012 was $306,974.  The Company’s incurred other administrative expenses for the three months ended March 31, 2012 included interest expense of $9,604.    Other general and administrative expenses for the three months ended March 31, 2012 amounted to $302,286.





Going Concern Consideration





Our auditors have issued an opinion on our annual financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business.





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements.





ITEM 3.                      QUANTITATIVE AND QUALITATATIVE DISCLOSURES ABOUT MARKET RISK





We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.





ITEM 4.                      CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act").





Based on this evaluation, our principal executive and principal financial and accounting officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of March 31, 2012.






Page - 19





Management’s Report on Internal Control Over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





Changes In Internal Control and Financial Reporting





Our management, including our chief executive officer and chief financial officer, has also evaluated our internal control over financial reporting, and there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





PART II - OTHER INFORMATION





ITEM 1.                         LEGAL PROCEEDINGS





We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.





ITEM 1A.                      RISK FACTORS





A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.




ITEM 2.                       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





1.
Quarterly Issuances:






On February 21, 2012 the Company issued 50,000 restricted shares of the Company’s common stock to new Board Member M.L. Carr in exchange for future services.




On February 23, 2012 the Company issued 50,000 restricted shares of the Company’s common stock to new Board Member Colonel Richard L. Teters Jr. in exchange for future services.




On March 20, 2012, the Company caused to be issued 21,844,136 newly issued shares in execution of the Agreement







2.
Subsequent Issuances:








ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES





NONE.





ITEM 4.                      [REMOVED AND RESERVED]





NONE.





ITEM 5.                      OTHER INFORMATION





NONE








Page - 20







ITEM 6.                      EXHIBITS







Exhibit Number

Description of Exhibit
Filing3.01

Articles of Incorporation
Filed on Form S-1 on August 22, 20113.02

Bylaws
Filed on Form S-1 on August 22, 201131.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14
Filed Herewith31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14
Filed Herewith32.01

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Filed Herewith32.02

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
Filed Herewith









Page - 21






SIGNATURES




Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





CROWN DYNAMICS CORP.





Dated:  June 21, 2012                                                                          /s/ Jeffrey Rassas


By: Jeffrey Rassas


Its:  CEO





Dated:  June 21, 2012                                                                           /s/ John Glassgow


By: John Glassgow


Its: CFO





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.





Dated:  June 21, 2012                                                                           /s/Jeffrey Rassas


By:  Jeffrey Rassas


Its:  President and Director





Dated:  June 21, 2012                                                                            /s/ David Dolezal


By:  David Dolezal


Its:  Director





Dated:  June 21, 2012                                                                           /s/ Ron Miller, Jr.


By:  Ron Miller, Jr.


Its:  Director





Dated:  June 21, 2012                                                                            /s/ML Carr


By:  ML Carr


Its:  Director





Dated:  June 21, 2012                                                                           /s/Richard L. Teters


By:  Richard L. Teters


Its:  Director




Page - 22





Exhibit 31.01









CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14





I, Jeffrey Rassas, certify that:





1.           I have reviewed this quarterly report on Form 10-Q of Crown Dynamics Corp;




2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;





3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;





4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:





(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;





(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;





(c)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and





(d)         Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and





5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):





(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and





(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.











Date: June 21, 2012                                                                             /s/ Jeffrey Rassas


By: Jeffrey Rassas


Its:  CEO


Page - 23


Exhibit 31.02





CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14





I, John Glassgow, certify that:





1.           I have reviewed this quarterly report on Form 10-Q of Crown Dynamics Corp;





2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;





3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;





4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:





(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;





(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;





(c)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and





(d)         Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and





5.           The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):





(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and





(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.














Date: June 21, 2012                                                                              /s/ John Glassgow


By: John Glassgow


Its:  Chief Financial Officer


Page - 24


Exhibit 32.01


CERTIFICATION PURSUANT TO


18 U.S.C. SECTION 1350,


AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Quarterly Report of Crown Dynamics Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeffrey Rassas, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:





(1)        The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and




(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


















Dated: June 21, 2012                                                                            /s/ Jeffrey Rassas


By: Jeffrey Rassas


Its:  CEO





A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.







Page - 25


Exhibit 32.02




CERTIFICATION PURSUANT TO


18 U.S.C. SECTION 1350,


AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Quarterly Report of Crown Dynamics Corp. Corporation (the “Company”) on Form 10-Q for the period ending March 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Glassgow certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:





(1)        The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and









(2)        The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


















Dated: June 21, 2012                                                                             /s/ John Glassgow


By: John Glassgow


Its:  Chief Financial Officer








A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.





Page - 26