UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549


FORM 10-Q


x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934




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


For the quarterly period ended March 31, 20132014


oTRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




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


For the transition period from ___ to ___


Commission File NumberNo. 000-27873


CROWN MARKETING

 (Exact(Exact name of registrant as specified in its charter)


Wyoming

98-0178621Okra, Inc.

(State or other jurisdiction of incorporation or organization)Former name)

(I.R.S. Employer Identification Number)





Wyoming

(State or other jurisdiction of incorporation or organization)

98-0178621

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

4350 Temple City Boulevard

El Monte, CA

(Address of principal executive offices)

91731

(Zip Code)

(919) 913-4762

(Registrants telephone number, including area code)



1340 Environ Way, Chapel Hill, North Carolina

27517

(Address of principal executive offices)

 (Zip Code)


Registrant’s telephone number: (919) 913-4762


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 suchfilingsuch filing requirements for the past 90 days. xYes No o  No


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). xYes o Nox


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 "largelarge accelerated filer," "acceleratedaccelerated filer" and "smallersmaller reporting company"company in Rule 12b-2 of the Exchange Act (Check one):

Act.




Large accelerated filero

o

Accelerated filero

o

Non-accelerated filer (Do not check if smaller reporting company)o

o

Smaller reporting company

x

(Do not check if a smaller reporting company)


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


Indicate the number of shares outstanding of each of the issuer’sregistrants classes of common stock, as of the latest practicable date.

There were 190,067,600  The number of shares outstanding of the registrants common stock issued and outstanding as of May 14, 2013. 2014 was 19,981,021,800.







 

CROWN MARKETING


PART I.  FINANCIAL INFORMATION

Page(s)


Item 1.

Financial Statements


Unaudited Condensed Consolidated Balance Sheets as of March 31, 2013 (unaudited) andSheet

June 30, 2012

4


Unaudited3Unaudited Condensed Consolidated Statements of Operations for the three and nine month

periods ended March 31, 2013 and 2011

5


4

Unaudited Condensed Consolidated Statement of Changes in Stockholders'Stockholders Deficiency

for the nine month period ended March 31, 2013

6


Unaudited5Unaudited Condensed Consolidated Statements of Cash Flows for the nine month periods ended

December 31, 3012 and 2011

7


Notes6Notes to the Unaudited Condensed Consolidated Financial Statements

87


Item 2.

Management’sManagements Discussion and Analysis of Financial Condition and Results of

Operations

1410


Item 3.

Quantitative and Qualitative Disclosures About Market Risk

1512


Item 4.

Controls and Procedures

1612


PART II OTHER INFORMATION


Item 1.

Legal1.Legal Proceedings

1713


Item 1A.

Risk Factors

1713


Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

1713


Item 3

Defaults Upon Senior Securities

1713


Item 4.

Mine Safety Disclosures

1713


Item 5.

Other Information

1713


Item 6.

Exhibits

1713


Signatures

1814





2




PART I FINANCIAL INFORMATION


Item 1.  Financial Statements.



CROWN MARKETINGAND SUBSIDIARY

 (A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED BALANCE SHEETS(UNAUDITED)
















March 31, 2014








(Unaudited)


Assets

Current assets:


Cash




$

-



Total current assets




-









Total assets



$

-









Liabilities and Stockholders Deficiency

Current liabilities:






Advances from related party



$

4,661



Total current liabilities




4,661









Deferred rent obligations




196,923

Total liabilities




201,584






Commitments and contingencies













Stockholders deficiency:






Common Stock, no par value; unlimited shares authorized; 19,981,021,800 shares issued and outstanding




-


Additional paid-in capital




-


Accumulated deficit




(201,584)



Total stockholders deficiency




-




Total liabilities and stockholders deficiency



$

-




3




CROWN MARKETING AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS


 

 

March 31

 

 

June 30,

 

 

2013

 

 

2012

ASSETS

 

(unaudited)

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

    Cash

$

55,530

 

$

381

 

 

 

 

 

 

Total Current Assets

 

55,530

 

 

381

 

 

 

 

 

 

Other Assets

 

350

 

 

250

 

 

 

 

 

 

TOTAL ASSETS

$

55,880

 

$

631

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

   Accounts payable - related party

$

30,676

 

$

44,781

   Accounts payable and accrued expenses

 

13,242

 

 

5,284

   Notes payable - related party

 

10,366

 

 

9,666

Total Current Liabilities

 

54,284

 

 

59,731

 

 

 

 

 

 

Note payable related party - net of current portion

 

165,000

 

 

--

   Total liabilities

 

219,284

 

 

59,731

 

 

 

 

 

 

Stockholders' Deficiency

 

 

 

 

 

   Preferred stock, no par value, unlimited

 

 

 

 

 

     shares authorized; no shares issued and outstanding

 

--

 

 

--

   Common stock, no par value; unlimited shares

 

 

 

 

 

      authorized; 190,067,600 and 43,467,600 shares

 

 

 

 

 

     issued and outstanding

 

49,260

 

 

21,160

    Common stock subscription receivable

 

(86,446)

 

 

--

   Accumulated deficit

 

(126,218)

 

 

(80,260)

 

 

 

 

 

 

Total Stockholders' Deficiency

 

(163,404)

 

 

(59,100)

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS'

 

 

 

 

 

   DEFICIENCY

$

55,880

 

$

631


See accompanying Notesnotes to Consolidated Condensed Financial Statements.the condensed consolidated financial statements.


4



3

CROWN MARKETING AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


 

 

For The Nine Months Ended March 31, 2013

 

 

For The Nine Months Ended March 31, 2012

 

 

For The Three Months Ended March 31, 2013

 

 

For The Three Months Ended March 31, 2012

 

 

Period July 8, 2009 (Inception) Through March. 31, 2013

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

Sales

$

--

 

$

4,500

 

$

.--

 

$

--

 

$

4,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

--

 

 

456

 

 

--

 

 

--

 

 

456

Gross Margin

 

--

 

 

4,044

 

 

--

 

 

--

 

 

4,044

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

44,255

 

 

11,145

 

 

13,495

 

 

4,417

 

 

129,682

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from operations

 

(44,255)

 

 

(7,101)

 

 

(13,495)

 

 

(4,417)

 

 

(125,638)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income-interest expense, net

 

(1,703)

 

 

(33)

 

 

(470)

 

 

--

 

 

(580)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(45,958)

 

$

(7,134)

 

$

(13,965)

 

$

(4,417)

 

$

(126,218)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share --

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 basic and diluted

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding-basic and diluted

 

126,633,904

 

 

43,467,600

 

 

190,067,600

 

 

43,467,600

 

 

 




CROWN MARKETING AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)












Three Months Ended March 31, 2014


For the Period From December 2, 2013 (Inception) to March 31, 2014



(Unaudited)


(Unaudited)






Operating expenses:





Selling, general and administrative expenses

$

151,693

$

201,584

Total costs and expenses


151,693


201,584

Loss before income tax expense


(151,693)


(201,584)

Income tax expense


-


-

Net loss

$

(151,693)

$

(201,584)






Net loss per common share





Net loss per common share basic

$

(0.00)

$

(0.00)

Net loss per common share diluted

$

(0.00)

$

(0.00)






Weighted average common shares outstanding basic


19,981,021,800


19,981,021,800

Weighted average common shares outstanding diluted


19,981,021,800


19,981,021,800















See accompanying Notesnotes to Condensed Consolidated Financial Statements.the condensed consolidated financial statements.


5



4



CROWN MARKETING AND SUBSIDIARIESSUBSIDIARY

(A Development Stage Company) (A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'STOCKHOLDERS DEFICIENCY (UNAUDITED)

FOR THE PERIOD JUNE 30, 2012FROM DECEMBER 2, 2013 (INCEPTION) TO MARCH 31, 20132014(UNAUDITED)




  

  

  




Additional

  

 Total


Common Stock

Paid In

Accumulated

 Stockholders


Shares

Amount

Capital

Deficit

Deficiency

Balance, December 1, 2013 (Inception)

  -

$

 -

$

  -

$

  -

$

   -











Shares issued on inception

16,155,746,000










Shares issued in Reverse merger

3,825,275,800


-


-


-  


-











Net loss

-


-


-


(201,584)


(201,584)











Balance, March 31, 2014 (Unaudited)

19,981,021,800

$

-

$

-

$

(201,584)

$

(201,584)


 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Number of

 

 

Common

 

 

 

 

During

 

 

Total

 

 

 

Common

 

 

Share

 

 

Subscription

 

 

Development

 

 

Stockholders'

                       

 

 

Shares

 

 

Amount

 

 

Receivable

 

 

       Stage     

 

 

 Deficiency  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 30, 2012

 

 

43,467,600

 

$

21,160

 

$

--

 

$

(80,260)

 

$

(59,100)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to related  party for license acquired

 

 

122,600,000

 

 

(139,900)

 

 

--

 

 

--

 

 

(139,900)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares on exercise of warrants   

 

 

24,000,000

 

 

168,000

 

 

(86,446)

 

 

--

 

 

81,554

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                            

 

 

--

 

 

--

 

 

--

 

 

(45,958)

 

 

(45,958)

Balance as of March 31, 2013

190,067,600

 

$

49,260

 

$

(86,446)

 

$

(126,218)

 

$

(163,404)








































See accompanying Notesnotes to Condensed Financial Statements.



6


the condensed consolidated financial statements.



CROWN MARKETING AND SUBSIDIARIES

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)5


 

 

For The Nine Months Ended March 31, 2013

 

 

For The Nine Months Ended March 31, 2012

 

 

Period July 8, 2009 (Inception) Through March 31, 2013

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(45,958)

 

$

(7,134)

 

$

(126,219)

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

   used in operating activities:

 

 

 

 

 

 

 

 

   Increase (decrease) in accounts payable and accrued     expenses

 

7,958

 

 

(376)

 

 

13,242

   Increase in interest receivable

 

(2,346)

 

 

--

 

 

(2,695)

   Increase (decrease) in accounts payable -related party

 

(14,105)

 

 

(3,809)

 

 

30,676

Net cash used in operating activities

 

(54,451)

 

 

(11,319)

 

 

(84,646)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

   Payments to acquire other assets

 

(100)

 

 

--

 

 

(350)

Net cash used by investing activities

 

(100)

 

 

--

 

 

(350)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

   Proceeds from sale of common stock

 

 

 

 

 

 

 

 

       and warrants

 

84,000

 

 

--

 

 

97,500

   Proceeds from related party notes

 

25,700

 

 

4,666

 

 

35,366

   Contribution to capital by officer

 

--

 

 

60

 

 

7,660

Net cash provided by financing activities

 

109,700

 

 

4,726

 

 

140,526

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and

 

 

 

 

 

 

 

 

    cash equivalents

 

55,149

 

 

(6,593)

 

 

55,530

Cash and cash equivalents, beginning of period

 

381

 

 

6,725

 

 

--

Cash and cash equivalents, end of period

$

55,530

 

$

132

 

$

55,530

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

   Interest paid

$

--

 

$

--

 

$

--

   Income taxes paid

$

--

 

$

--

 

$

--

 

 

 

 

 

 

 

 

 

Supplemental Disclosure of non-Cash Transactions:

 

 

 

 

 

 

 

   Issuance of note payable upon change of control

$

140,000

 

$

--

 

$

140,000

   Issuance of common stock for subscription receivable

$

112,000

 

$

--

 

$

112,000





CROWN MARKETING AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSFROM DECEMBER 2, 2013 (INCEPTION) TO MARCH 31, 2014










For the Period From December 2, 2013 (Inception) to

March 31, 2014





(Unaudited)

Cash flows from operating activities:





Net income



$

(201,584)

Adjustments to reconcile net income to net cash provided by operating activities:





(Increase) decrease in:





Advances from related party




(4,661)

Deferred rent obligation




(196,923)

Net cash provided by operating activities




-






Net increase (decrease)




-

Balance at beginning of period




-

Balance at end of period



$

-






Supplemental disclosures of cash flow information:





Cash paid for:





Income taxes



$

-

Interest



$

-


























See accompanying Notesnotes to Condensed Consolidated Financial Statements

7


the condensed consolidated financial statements.


6


 CROWN MARKETING AND SUBSIDIARIESSUBSIDIARY

(A Development Stage Company)DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  FOR THE UNAUDITED THREE MONTHS ENDED MARCH 31,PERIOD FROM DECEMBER 2, 2013 AND 2012

AND THE UNAUDITED PERIODS JULY 8, 2009 (INCEPTION) TO MARCH 31, 20132014(UNAUDITED)



NOTE 1 NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

The Company

Green4Green was organized asOkra, Inc., 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 was incorporated as Crown Marketing.  Pursuant to an Agreement and Plan of Reorganization (the Agreement).  Thedated December 2, 2013, the Company acquired all of the outstanding sharescommon stock of Green4GreenOkra Energy, Inc., a California corporation that was subscribed for on December 2, 2013 and then incorporated on December 18, 2013, in exchange for 4,000,000 newly issued16,155,746,000 shares of Common Stock of the Company's Common Stock.  PursuantCompany (the "Common Stock") at the closing of the Agreement on December 3, 2013.  Immediately prior to the Agreement, the issued and outstanding commonclosing, there were approximately 3,825,275,800 shares of Green4Green were exchanged on a one-for-one basis for common shares of the Company.Common Stock outstanding.  After the merger was completed,closing, the Green4Green shareholdersbeneficial owner of Okra Energy, Inc.s shareholder, Jay Hooper, owned approximately 98%98.8% of the outstanding shares of common stock of the Company.  The transaction was accounted for as a reverse merger (recapitalization) with Green4GreenOkra Energy, Inc. 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 givenacquirer.  The Company subsequently changed its name from Crown Marketing to Okra, Inc., but later changed the effectname of the issuance of 957,600 shares of common stock upon completionCompany back to Crown Marketing.   


Concurrently with the merger, Jay Hooper was appointed as the sole director and President of the transaction.  After the acquisition, the Company closed on the issuance of 2,400,000 shares of common stock and warrants to purchase 24,000,000 shares of common stock for cash of $12,000 (See Note 5). In September 2012, the Company acquired patents and intellectual property related to a controlled drug delivery system, for 122,600,000 shares of common stock and a promissory note for $140,000. (See Note 5). The Company formed a new subsidiary, Crown Nutraceuticals, in March 2013 to develop nutraceutical applications for its technology.Company.  


The Company is engaged in the developmentbusiness of operating a warehouse building in Rosemead, California, which is owned by a limited liability company controlled by Jay Hooper, and exploitationin acquiring commercial properties, with a focus on properties in Los Angeles County in need of the controlled drug delivery technology.  environmental remediation.  


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”(FASB) Accounting Standards Codification (“ASC”(ASC) 915, Development Stage Entities” (formerly Statement of Financial Accounting Standards (“SFAS”) No 7,“Accounting and Reporting by Development State EnterprisesEntities.”)

These consolidated financial statements include the accounts of Green4Green, Crown Nutraceuticals,the Company and the Company.  All intercompanyits subsidiary, Okra Energy, Inc.  Intercompany transactions and accounts have been eliminated in consolidation.


Interim Financial Statements


Basis of Presentation

The accompanying consolidatedunaudited financial statements as of the Company for the quarter ended March 31, 2014 and for the periods endedperiod December 2, 2013 (Inception) to March 31, 2013 and 20122014 have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by the Company without audit. InGAAP for complete financial statements.  However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairlyfor the consolidatedfair presentation of the Companys financial position and results of operations and cash flows at March 31,  2013 and 2012 andoperations. Results shown for allinterim periods presented herein, have been made. The results of operations for the periods ended March 31, 2013 and 2012 are not necessarily indicative of the operating results to be obtained for thea full years. The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q.  Accordingly, they do not include allfiscal year.  


Summary of the information and footnotes required by generally accepted accounting principles for complete financial statements.Significant Accounting Policies


Revenue Recognition


The Company recognizes sales in accordance with the United States Securities and Exchange Commission (“SEC”(SEC) Staff Accounting Bulletin (“SAB”(SAB) No. 104, “Revenue Recognition”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.

8Development Stage Company



The Company is a development stage enterprise. All losses accumulated since the inception of the Company have been considered as part of the Companys development stage activities.



7


Income tax

 CROWN MARKETING AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  FOR THE UNAUDITED THREE MONTHS ENDED MARCH 31, 2013 AND 2012

AND THE UNAUDITED PERIODS JULY 8, 2009 (INCEPTION) TO MARCH 31, 2013


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


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.


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 of common stock 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—1Quoted prices in active markets for identical assets or liabilities.

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

Level 3—3Unobservable 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’sCompanys 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.


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 March 31, 2012,2014, the weighted average common stock equivalents were comprised of warrants exercisable into 24,000,000 shares of the Company’s common stock.outstanding totaled 19,981,021,800.  There were no common stock equivalents outstandingpotentially dilutive shares as of March 31, 2013.  For the three and nine months ended March 31, 2013 and 2012, common stock equivalent shares have been excluded from the calculation of loss per share as their effect is anti-dilutive.


9


 CROWN MARKETING AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    FOR THE UNAUDITED THREE MONTHS ENDED MARCH 31, 2013 AND 2012

AND THE UNAUDITED PERIODS JULY 8, 2009 (INCEPTION) TO MARCH 31, 2013


NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)2014.


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’sCompanys 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

Management has reviewed

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)."  ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations.  Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations.  This new accounting guidance is effective for annual periods beginning after December 15, 2014.  The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.



8


On February 26, 2014, the FASB affirmed changes in a November 2013 Exposure Draft, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, and directed the staff to draft a final Accounting Standards Update for vote by the FASB.  This is intended to reduce the cost and complexity in financial reporting by eliminating inception-to-date information from the financial statements of development stage entities.  


Other recent accounting pronouncements issued by the FASB, (includingincluding its Emerging Issues Task Force),Force, the AICPA,American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the "SEC") through the date of this report and has determined that their adoption willdid not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.


NOTE 2 - GOING CONCERN


These condensed consolidatedThe accompanying financial statements have been prepared onin conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern basis, which assumesconcern.  However, the Company will be able to realize its assets and discharge its liabilitiesis still in the normal course of business for the foreseeable future.development stage and has not yet been successful in establishing profitable operations.  The Company incurred a net loss of $45,958$151,693 and $201,584 for the nine monthsquarter ended March 31, 2014 and for the period December 2, 2013 (inception) to March 31, 2014, and had an stockholders' deficiency of $163,404the Company's liabilities exceed its assets by $201,584 as of the period then ended.March 31, 2014, respectively.  The Company has received limitednot generated any revenues to date.  These factors create substantial doubt about the Company's ability to continue as a going concern.   As a result, the Company’s independent registered public accounting firm, in its report on the Company’s June 30, 2012 consolidated financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.  These  condensed consolidatedThe financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company's management plans to continue as a going concern revolve around its ability to achieve profitable operations, 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 to pay ongoing general and administrative expenses, and the success of the Company's plan.  There is no assurance that the Company will be successful in raising the additional capital or in achieving profitable operations.

10


NOTE 3 COMMITMENT AND CONTINGENCIES RELATED PARTY


Operating Lease Obligations


The Company leases a warehouse in El Monte, California, which is owned by a limited liability company controlled by the Companys President and majority shareholder, which it plans to sublease in 2014.  The lease commenced December 2, 2013, terminates May 31, 2020, and requires monthly lease payments of $30,000 beginning June 1, 2014.  The monthly lease payment increases to $40,000 on June 1, 2015, $50,000 on June 1, 2016, $60,000 on June 1, 2017, and $70,000 on June 1, 2019.  The lease includes a period of free rent from December 2, 2013 to May 31, 2014.  The Company recognizes rent expense on a straight-line basis over the entire lease period.  Accordingly, for the quarter ended March 31, 2014 and for the period December 2, 2013 (Inception) to March 31, 2014, the Company recorded $147,692 and $196,923 of rent expense, respectively, and a deferred rent liability related to the free rent.  The lease is an operating lease.    


CROWN MARKETING AND SUBSIDIARIESAt March 31, 2014, the Companys minimum operating lease commitments for the next five fiscal years are summarized below.

(A Development Stage Company)





Years Ending June 30,

 

Amount

2014

$

30,000

2015

 

370,000

2016

 

490,000

2017

 

610,000

2018 and beyond

 

2,340,000

Total

$

3,840,000


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSNOTE 5 STOCKHOLDERS DEFICIENCY

    FOR THE UNAUDITED THREE MONTHS ENDED MARCH

The Company has authorized an unlimited number of shares of preferred stock, no par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares of preferred stock are issued and outstanding at March 31, 2014.

Pursuant to an Agreement and Plan of Reorganization dated December 2, 2013, AND 2012the Company agreed to acquire all of the common stock of Okra Energy, Inc., a California corporation, in exchange for 16,155,746,000 shares of Common Stock of the Company (the "Common Stock") at the Closing of the Agreement, which took place on December 3, 2013.  Immediately prior to the closing, there were approximately 3,825,275,800 shares of Common Stock outstanding.  After the closing, the beneficial owner of the shares of Okra Energy, Inc., Jay Hooper, owned approximately 98.8% of the outstanding shares of common stock of the Company.  The assets and liabilities of Crown Marketing were retained by prior ownership and the amounts were minor.

AND THE UNAUDITED PERIODS JULY 8, 2009 (INCEPTION) TO MARCH 31, 2013


NOTE 3 -6 RELATED PARTY TRANSACTIONS


Accounts payable to related parties


As of June 30, 2012, the Company had outstanding accounts payable to related parties of $44,781 due to Mr. Learned Hand, which represented expenses paid by him on behalf of the Company.  Mr. Learned Hand did not have any relationship with the Company as of June 30, 2012; however in September 2012, he was elected as the Company’s director, and Chief Executive and Financial Officer following the resignation of predecessor director and Chief Executive Officer, Mr. Igor Produn.  During the period ended March 31, 2013, Mr. Hand was repaid $40,000 of this amount, and advanced an additional $21,895 during the nine months ended March 31, 2013 for Company expenses, resulting in a balance due him of $26,676 as of March 31, 2013.


In addition, a warrant holder exercised her warrants for the purchase of 8,000,000 shares at the total exercise price of $56,000; however, this warrant holder paid $60,000 to the Company and the balance of $4,000 is being treated as a related party payable as of March 31, 2013. The Company intends to repay this $4,000 presently.


As of March 31, 2013, the aggregate balance of accounts payable to related parties was $30,676.  These advances to related parties are unsecured, due on demand, and are non-interest bearing.


Notes payable to related party


During the year ended June 30, 2012, the Company issued an unsecured promissory note to an entity owned by a shareholder and former director of the Company for the an aggregate principal sum of $9,666.  The unpaid principal sum, together with all other amounts advanced to the Company by the lender from time to time, shall bear interest at 4% per annum until paid, and shall be due and payable on demand.  During the nine months ended March 31, 2013, the lender advanced an additional $700 to the Company under the same terms.  As of March 31, 2013, notes payable to this related party had a balance of $10,366.


Notes payable to related party issued upon change of control


In September 2012, the Company issued an unsecured promissory note to an entity controlled by the Company’s Chief Executive and Financial Officer and director, for the principal sum of $140,000. The promissory note was issued in connection with the assignment of two patents and the related intellectual property (see Note 5).  The unpaid principal sum of the the promissory note bears interest at 4% per annum until paid.  The unpaid principal sum and all accrued but unpaid interest thereon shall be due and payable five years from the date of the promissory note.  As of March 31, 2013, the promissory note of $140,000 remained outstanding and was classified as non-current liability on the Company's condensed consolidated balance sheet at March 31, 2013. The Company officer loaned an additional $25,000 at the end of the March 2013 quarter to capitalize the Crown Nutraceuticals subsidiary. This loan is represented by a demand note bearing interest of 4%.



11



CROWN MARKETING AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    FOR THE UNAUDITED THREE MONTHS ENDED MARCH 31, 2013 AND 2012

AND THE UNAUDITED PERIODS JULY 8, 2009 (INCEPTION) TO MARCH 31, 2013


NOTE 4 – INCOME TAXES


As of March 31, 2013 and June 30, 2012, the Company had net operating loss carryforwards of approximately $126,218 and $80,260, 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 $44,177 and $28,091 at March 31, 2013 and June 30, 2012, respectively were offset in full by a valuation allowance.




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


As of

As of

Dec. 31, 2012

June. 30, 2012


Net deferred tax assets before

  valuation allowance

$

44,177

$

28,091

Less: Valuation Allowance

(44,177)

28,091

Net deferred tax assets

--

--




A reconciliation between the amounts of income tax benefit determinedoperations have been provided without charge by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:



As of

As of

December 31,  2012

June 30, 2012


Tax expense at the U.S.

  statutory income tax

$

35%

(35%)

Statutory state income tax

--

--

Increase in valuation allowance

35%

35%

Effective tax rate

--

--


DueMr. Jay Hooper, Chief Executive Officer. Services related to the inherent uncertainty in forecasts and future events and operating results,reverse merger were provided by shareholders at no cost to the Company has provided for a valuation allowance in an amount equalCompany. Such costs were not material to gross deferred tax assets resulting in the above figures for the periods audited.


12



CROWN MARKETING AND SUBSIDIARIES

(A Development Stage Company)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    FOR THE UNAUDITED THREE MONTHS ENDED MARCH 31, 2013 AND 2012

AND THE UNAUDITED PERIOD JULY 8, 2009 (INCEPTION) TO MARCH 31, 2013


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 March 31, 2013 or June 30, 2012.


The Company has authorized an unlimited number of shares of no par value common stock, of which 190,067,600 and 43,467,600 shares are outstanding at March 31, 2013 and June 30, 2012, respectively. All share numbers in these financial statements and accordingly, have not been retroactively adjusted for a 10-for-1 forward stock split declared in September 2012 and effective for shareholders of record as of October 2, 2012.  reflected herein.


In the fiscal year ended June 30, 2011, the Company issued 957,600 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 10 shares of common stock and 100 Class A warrants to acquire a share of the Company’s common stock at an exercise price of $0.007 per share with expiration date on December 31, 2014 (24,000,000 warrants in

aggregate).  As of  June 30, 2012 and 2011, the Company has outstanding and exercisable Class A warrants of 24,000,000 resulting from this transaction.


In March 2011, the Company sold 110,000 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, and $60 in the quarter ended December 31, 2011.


By resolution of the Board of Directors dated August 30, 2012, the Company authorized a 10-for-one forward stock split for all shareholders of record as of October 2, 2012.  All share amounts in these financial statements have been retroactively restated to reflect the stock split as if it had been effected at the beginning of the earliest period presented.


Class A Warrants to purchase 8,000,000 shares were exercised for cash of $56,000 on August 14, 2012, and the remaining Class A Warrants to purchase 16,000,000 shares were exercised on August 28, 2012 in exchange for promissory notes in the amount of $112,000.  The promissory notes were unsecured, bear interest at 4% per annum until paid, and all unpaid principal sum and all accrued but unpaid interest thereon was due and payable on December 31, 2012.  The Company has agreed to extend these notes until June, 2013; one note for $28,000 was paid during the March 2013 quarter. During the nine months ended March 31, 2013, the Company accrued interest receivable of $2,446 in connection with these notes.


 By resolution dated September 20, 2012, the Board of Directors authorized the issuance of 122,600,000 restricted shares and a promissory note in the amount of $140,000 for the assignment of two patents and the related intellectual property from a  party which was non-affiliated at the time; in connection with this assignment, the party nominated a new President, Chief Financial Officer and director who is an affiliate of the assignor. The assignment took effect on September 22, 2012. The Company has valued the patent at the predecessor basis of $100 in the property exchanged because the assignor gained control of the Company after the acquisition. Due to the change in control, the issuance of the $140,000 note payable was treated as a non-prorata distribution to the incoming majority shareholder.


9


13





Item 2.  Management’sManagements Discussion and Analysis of Financial Condition and Results of Operations.


Forward Looking Statement Notice


Certain statements made in this Quarterly Report on Form 10-Q areforward-looking statements”statements  (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations.  Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Crown Marketing,(we”we,us”us,our”our or theCompany”Company) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company.  Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate.  In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.


PlanOperating Lease


The Company leases a warehouse in El Monte, California, which is owned by a limited liability company controlled by the Company's President and majority shareholder. The Company plans to sublease the warehouse in 2014. The lease commenced December 2, 2013, terminates May 31, 2020, and requires monthly lease payments of $30,000 beginning June 1, 2014. The monthly lease payment increases to $40,000 on June 1, 2015, $50,000 on June 1, 2016, $60,000 on June 1, 2017, and $70,000 on June 1, 2019. The lease includes a period of free rent from December 2, 2013 to May 31, 2014. The Company recognizes rent expense on a straight-line basis over the entire lease period.  Accordingly, for the quarter ended March 31, 2014 and the period December 2, 2013 (Inception) to March 31, 2014, the Company recorded $147,692 and $196,923 of rent expense, respectively, and a deferred rent liability related to the free rent. The lease is an operating lease.


Results of Operations


The Company is engaged in the business of operating a warehouse building in Rosemead, California and in acquiring commercial properties, with a focus on properties in Los Angeles County in need of environmental remediation.  We had a loss of $151,693 and $201,584 for the quarter ended March 31, 2014 and for the period December 2, 2013 (inception) to March 31, 2014, respectively. We expect that our level of operating expenses will increase during fiscal 2014.


Liquidity


The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company is still in the development stage and has not yet been successful in establishing profitable operations. The Company incurred a net loss of $151,693 for quarter ended March 31, 2014 and $201,584 for the period December 2, 2013 (inception) to March 31, 2014, and the Company's liabilities exceed its assets by $201,584 as of March 31, 2014.  The Company has not recorded any revenues to date.  These factors create substantial doubt about the Company's ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Companys management plans to continue as a going concern revolve around its ability to achieve profitable operations, 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.  There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. 


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.


We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, managements estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


We believe the following critical accounting policies require us to make significant judgments and estimates in the preparation of our condensed consolidated financial statements.


10

Development Stage Company


The Company is a development stage enterprise pursuant to applicable guidance of the Financial Accounting Standards Board (FASB), and is devoting substantially all of its present efforts to establishing a new business and has produced limited revenues from its operations.


7

Use of Estimates


PrinciplesThe preparation of consolidation.The condensedthese 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 conformityaccordance with accounting principles generally accepted in the United States of America requires management makesto 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 as well asand the reported amounts of revenuesnet sales and expenses during the reportingreported 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 couldmay differ from those estimates.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 of common stock issued for services. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.


Plan of OperationsRevenue Recognition


We did not enjoy any revenues untilThe Company recognizes sales in accordance with the quarter ended December 31, 2011. We had lossesUnited 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 $45,958 and $7,134 foran arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the nine months ended March 31, 2013 and 2012, respectively, and $13,965 and $4,417 for the three months periods ended March 31, 2013 and 2012.  Our operating expenses in the 2012 periods consisted primarily of costs relatedprice to the purchase, warehousingcustomer is fixed or determinable and transport of inventory; in the 2013 periods, the expenses primarily were incurred in connection with the costs of being public and marketing costs. With the acquisition(iv) collection of the controlled release technology in September, 2012,resulting receivable is reasonably assured. Revenue is not recognized until title and risk of loss is transferred to the Company has increased its levelcustomer, which generally occurs upon delivery of operations in connection with the developmentgoods, and exploitation ofobjective evidence exists that technology. We expect that our operating, research and development costs and marketing costs will increase substantially through June 30, 2013 and we expect to require a total of $862,000 in cash during that time period.  We received $56,000 in August 2012 from the exercise of Class A Warrants and an additional $28,000 in the March 31, 2013 quarter. We believe we will be able to receive, prior to June 30, 2013,  the remaining $84,000 due on promissory notes from warrants exercised in the quarter ended  December 31, 2012, and that this amount will cover our operating expenses through that time. We recieved a loan of $25,000 in March 2013 from our executive officer for marketing and developlemnt of our nutraceuticals line.  After June 30, 2013, we will need approximately $750,000 for marketing and development. Due to our limited operating history, we believe that we will not be able to obtain conventional bank loans to provide our cash needs and we will need to sell common equity to raise the required funds. Wecustomer acceptance provisions have no arrangement or understanding pursuant to which we might obtain such funding.  been met.


14


Recent Accounting Pronouncements

Management has reviewed

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)."  ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations.  Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations.  This new accounting guidance is effective for annual periods beginning after December 15, 2014.  The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.



On February 26, 2014, the FASB affirmed changes in a November 2013 Exposure Draft, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, and directed the staff to draft a final Accounting Standards Update for vote by the FASB.  This is intended to reduce the cost and complexity in financial reporting by eliminating inception-to-date information from the financial statements of development stage entities.  


Other recent accounting pronouncements issued by the FASB, (includingincluding its Emerging Issues Task Force),Force, the AICPA,American Institute of Certified Public Accountants, and the Securities and Exchange Commission (the "SEC") through the date of this report and has determined that their adoption willdid not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.


Forward Looking Statements


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.


11

Since we have not yet generated any signnificantsignificant 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 effectaffect our business plan.


Our future operating results are subject to our attaining certain milestones, including:


o-     our success in entering into favorable arrangements  to license or exploit our technolog;subleasing the warehouse property;


o     the success of our marketing efforts;


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 prospectusfiling 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.report.


Contractual Obligations and Off-Balance Sheet Arrangements


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


15



Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


As asmaller reporting company as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.


Item 4.  Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


The Company’sCompanys principal executive officer and its principal financial officer, based on hisperformed an evaluation of the Company’sCompanys disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d -14 (c) as of MarchDecember 31, 2013. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective to enable us to accurately record, process, summarize and report certain information required to be included in the Company’sCompanys periodic SEC filings within the required time periods, and to accumulate and communicate to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.


Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.


Changes in Internal Controls


There have been no changes in our internal controls over financial reporting during the quarterperiod ended March 31, 20132014 that have materially affected or are reasonably likely to materially affect our internal controls.


16


12


PART II OTHER INFORMATION


Item 1.  Legal Proceedings.


We are not a party to or otherwise involved in any legal proceedings.


In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions.  The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.  However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.


Item 1A.  Risk Factors.


As a “smallersmaller reporting company”company as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.


None.Pursuant to an Agreement and Plan of Reorganization dated December 2, 2013, the Company agreed to acquire all of the common stock of Okra Energy, Inc. in exchange for 16,155,746,000 shares of Common Stock of the Company (the "Common Stock") at the Closing of the Agreement, which took place on December 3, 2013. Immediately prior to Closing, and giving effect to the issuance of 3,635,208,200 shares in conversion of debt, there were approximately 3,825,275,800 shares of Common Stock outstanding.  After the closing, the Company had outstanding 19,981,021,800 shares of Common Stock.  After the reverse merger was completed, the Okra Energy, Inc. shareholder owned approximately 98% of the outstanding shares of common stock of the Company.  The transaction was accounted for as a reverse merger (recapitalization) with Okra Energy, Inc. deemed to be the accounting acquirer and the Company deemed to be the legal acquirer.


Item 3.  Defaults Upon Senior Securities.


There have been no events which are required to be reported under this Item.


Item 4.  Mine Safety Disclosures.


Not applicable.


Item 5.  Other Information.


None.


Item 6.  Exhibits.


3.4 Articles of Amendment to Articles of Incorporation. Filed herewith.

31. Certification of CEO and CFO. Filed herewith.

32. Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFOCFO. Filed herewith.



17






13


SIGNATURES


Pursuant to the requirements 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.

 




  

CROWN MARKETING

  

  

  

Dated:  May 14, 201313, 2014

By:

/s/ Learned HandJay Hooper

  

  

Learned HandJay Hooper

  

  

CEOPresident and Chief Financial Officer (chief financial and accounting officer and duly authorized officer)

14




18








2