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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A
                                (AMENDMENT NO. 1)

(Mark One)
[ X ]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

For the transition period from                 to
                               ---------------    -----------------

                          Commission File No.: 0-22936

                              Crown NorthCorp, Inc.
                             ----------------------
                 (Name of small business issuer in its charter)

                      Delaware                            22-3172740
                      --------                            ----------
         (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)              Identification No.)

                      P.O. Box 613, Cheyenne, Wyoming 82001
                   -------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (614) 488-1169
                             -----------------------
                           (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:
         --------------------------------------------------------------
                                      NONE

         Securities registered under Section 12(g) of the Exchange Act:
         --------------------------------------------------------------
                     Common Stock, par value $.01 per share

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

         Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  X

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

         Issuer's revenues for the fiscal year ended December 31, 2004 were
$10,375,516.

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant cannot be determined at this time as
the company's common equity has not been quoted within the past sixty days on
the OTC Bulletin Board pursuant to Rule 6530 of the National Association of
Securities Dealers.

         As of March 25, 2005 the issuer had 15,940,116 shares of its common
stock outstanding.

Transitional Small Business Disclosure Format.  Yes      No  X
                                                    ---     ---


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ITEM 7.  -  FINANCIAL STATEMENTS

Exhibit 20.2 to the company's Form 10-KSB for the year ended December 31, 2004
contains the audited, consolidated financial statements of Crown NorthCorp
Limited and subsidiaries as of December 31, 2004 and 2003. This Form 10-KSB/A
(Amendment No. 1) substitutes Exhibit 20.3, filed herewith, in replacement of
said Exhibit 20.2. The purpose of this substitution and replacement is to revise
certain language in the Report of Independent Registered Public Accounting Firm
to the Shareholders of Crown NorthCorp Limited. The financial statements of
Crown NorthCorp Limited accompanying the report are unchanged.





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                                   SIGNATURES

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

Date: September 21, 2005               Crown NorthCorp, Inc.


                                       By:   /s/ Ronald E. Roark
                                           ----------------------------------
                                             Ronald E. Roark, Vice Chairman
                                             and Chief Executive Officer


Dated: September 21, 2005              By:   /s/ Rick Lewis
                                           ----------------------------------
                                             Rick Lewis, Vice President,
                                             Treasurer and Chief Financial
                                             Officer


Dated:  September 21, 2005             By:   /s/ Stephen W. Brown
                                           ----------------------------------
                                             Stephen W. Brown, Secretary


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                                INDEX TO EXHIBITS

20.3     Audited, consolidated financial statements of
         Crown NorthCorp Limited and subsidiaries as of
         December 31, 2004 and 2003 (1)

31.10    Certification of officers of Crown (1)

32.9     Certification of officers of Crown (1)

---------------------------
(1)      Filed herewith.