UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 FORM 10-Q/A

Amendment No. 3

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

For the quarterly period ended March 31, 2012

[_]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 East Indian School Road

Suite 202

Scottsdale, AZ 85251

(Address of principal executive offices)

(678) 764-0355

(Registrant’s telephone number)

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     [_]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). [_]Yes     [_]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 [_]	Accelerated Filer [_]
Non-Accelerated Filer [_]	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). 

 [_] Yes  [X] No

As of March 31, 2012, there were 39,669,136 shares of the registrant’s $0.0001 par value common stock issued and outstanding.

This form 10-Q/A amends the Form 10-Q that was filed on May 21, 2012 and Form 10-Q/As that were filed through September 13, 2012 to reflect changes in the financial statements resulting from a change in the accounting acquirer to Airware Holdings, Inc. from Crown Dynamics Corp. Consequently, the balance sheet for the year ended December 31, 2011 has been restated to reflect the change from presenting the Balance Sheet of Crown Dynamics, Corp. as the accounting acquirer to the unaudited Balance Sheet of the accounting acquirer, Airware Holdings, Inc.

The Statement of Operations has been restated to reflect the three months of operations of the Airware Holdings, Inc., as the accounting acquirer and eleven days of operations of Crown Dynamics, Corp. as the accounting acquiree.

In addition, the March 31, 2012 financial statements have been restated to reflect a decrease in cash of $50,000 and a decrease common stock issued of 5,000,000 shares of Crown the acquiree. The cash and related shares were previously reported on January 17, 2012 by Crown Dynamics, Corp. The transaction as reported was never consummated.

Further changes have been made to correctly reflect the number of Options and Warrants outstanding, the par value of the stock and the number of shares outstanding.

Lastly, “ITEM 4. CONTROLS AND PROCEDURES” has been amended to reflect that our management, including our chief executive officer and chief financial officer, has concluded that our internal control over financial reporting is ineffective, as evidenced by our late and amended filings.

CROWN DYNAMICS CORP.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	20
ITEM 4.	CONTROLS AND PROCEDURES	20
PART II.OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	21
ITEM 1A.	RISK FACTORS	21
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4.	MINE SAFETY DISCLOSURES	21
ITEM 5.	OTHER INFORMATION	21
ITEM 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.

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INDEX	F-1
Unaudited Consolidated Balance Sheet as of March 31, 2012 and December 31, 2011	F-2/F-3
Unaudited Consolidated Statement of Operations for the Three Months Ended March 31, 2012 and 2011	F-4
Unaudited Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2012 and 2011	F-5
Unaudited Statements of Changes in Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2012	F-6
Notes to Condensed Consolidated Financial Statements Unaudited	F-7

F-1

CROWN DYNAMICS CORP.

BALANCE SHEET

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(UNAUDITED)

	RESTATED
	As of	As of
	March 31,	December 31,
	2012	2011
ASSETS
Current Assets:
Cash and cash equivalent	$       154,920	$          8,186
Accounts receivable	16,632	6,814
Inventory	121	2,027
Prepaid expenses	-	5,000
Total current assets	171,673	22,027
Other Assets:
Property and equipment, net	119,449	123,679
Intangible assets, net	342,659	351,134
Notes receivable - related party	253,999	218,344
Security deposits	12,303	12,303
Total Assets	$       900,083	$     727,487
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable	$    1,211,985	$  1,115,247
Accrued interest	32,225	17,888
Accrued expenses	191,548	109,305
Notes payable	62,500	-
Notes payable to related parties	-	25,000
Convertible notes payable - current portion	440,000	410,000
Convertible notes payable to related parties - current portion, net of discount	503,343	523,480
Total current liabilities	2,441,601	2,200,920
Accrued interest to related parties	13,968	10,235
Notes payable to related party	275,694	275,694
Convertible notes payable - less current portion	100,000	-
Convertible notes payable to related parties, less current portion	150,000	145,000
Total liabilities	2,981,263	2,631,849

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

F-2

CROWN DYNAMICS CORP.

BALANCE SHEET

(CONTINUED)

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

(UNAUDITED)

	RESTATED
	As of	As of
	March 31,	December 31,
	2012	2011
Commitments and Contingencies
Stockholders' (Deficit):
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 39,669,136 and 12,835,250 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively	3,967		1,284
Additional paid-in capital	9,196,784		7,106,199
Accumulated deficit	(11,281,931)		(9,011,845)
Total stockholders' (deficit)	(2,081,180)		(1,904,362)
Total Liabilities and Stockholders' (Deficit)	$    900,083		$    727,487

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

F-3

CROWN DYNAMICS CORP.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31 2011 AND 2012

(UNAUDITED)

	RESTATED
	2012	2011
Revenues, net	$        13,788	$      22,708
Cost of products sold	5,386	6,078
	8,402	16,630
Operating expenses
General and Administrative	2,166,678	135,937
Sales and Marketing	54,099	48,586
Total expenses	2,220,777	184,523
(Loss) from Operations	(2,212,375)	(167,893)
Other income (expense)
Interest income	748	791
Interest expense	(58,458)	(349,946)
Other income	-	29,447
Other expense	-	(18,671)
Total other income (expense)	(57,710)	(338,379)
Loss before income  taxes	(2,270,085)	(506,272)
Income tax expense	-	-
Net (Loss)	$ (2,270,085)	$  (506,272)
Basic and diluted net loss per common share	$          (0.14)	$        (0.07)
Basic and diluted weighted average common
shares outstanding	16,738,428	7,543,998

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

F-4

CROWN DYNAMICS CORP.

STATEMENTS OF CASHFLOWS

FOR THE THREE MONTHS ENDED MARCH 31 2011 AND 2012

(Unaudited)

	RESTATED
	2012	2011
Operating Activities:
Net (loss)	$ (2,270,085)	$(506,272)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation and amortization	17,828	18,051
Increase in notes receivable related party for interest earned	(655)	(790)
Common stock issued for services	1,879,226	2,500
Assets assumed in recapitalization with Airware Holding, Inc.	(123)	-
Liabilities assumed in recapitalization with Airware Holdings, Inc.	39,806	-
Increase in notes payable issued for services	37,500	-
Amortization of debt discount to related parties	23,803	7,325
Notes payable to officer for compensation and accrued compensation		275,694
Reduction in accrued compensation from salary and option forfeitures to related party		144,580
Changes in operating assets and liabilities:
Accounts receivable	(9,818)	14,066
Inventory	1,906	2,689
Prepaid expenses	5,000	1,882
Accounts payable	56,932	31,037
Accrued interest	18,071	368
Accrued expenses	82,343	(71,352)
		-
Net cash (used in) operating activities	(118,266)	(80,222)
Investing Activities:
Purchases of property and equipment	(5,000)	-
Notes receivable to related parties	(35,000)	(56,400)
Net Cash Provided (used for) Investing Activities	(40,000)	(56,400)
Financing Activities:
Common Stock For Cash	5,000	133,500
Proceeds from convertible notes payable	105,000	-
Proceeds from exercise of warrants	195,000	-
Net Cash Provided by Financing Activities	305,000	133,500
Net (Decrease) Increase in Cash	146,734	(3,122)
Cash - Beginning of Period	8,186	61,972
Cash - End of Period	$       154,920	$    58,850
Interest paid in cash	$         10,000	$    15,000

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

F-5

CROWN DYNAMICS CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31 2011 AND 2012

(Unaudited)

	RESTATED
			Additional
	Common Stock		Paid-in	Accumulated
	Shares	Amount	Capital	Deficit	Total
Balance at December 31, 2011	12,835,250	$1,284	$7,106,199	$(9,011,846)	$(1,904,363)
Recapitalization due to reverse merger with Airware Holdings, Inc	17,725,000	1,772	(1,772)	-	-
Issuance of common stock for cash	10,000	1	4,999	-	5,000
Issuance of common stock for services	171,203	17	22,382	-	22,399
Stock-based compensation expense	6,977,683	698	1,857,671	-	1,858,369
Exercise of warrants	1,950,000	195	194,805	-	195,000
Warrants issued	-	-	12,500	-	12,500
Net (loss) for the period	-	-	-	(2,270,085)	(2,270,085)
Balance at March 31, 2012	39,669,136	$3,967	$9,196,784	$(11,281,931)	$(2,081,180)

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

F-6

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,” “Crown” 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 (“Airware”), 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 share exchange has been accounted for as a recapitalization reverse merger between Airware Holdings, Inc. and Crown Dynamics Corp. Airware is the accounting acquirer and Crown is the accounting acquiree. Consequently, the historical pre-merger financial statements of Airware are now those of the Company. The par value of the stock of Airware of $.001 per share has been adjusted to that of the Company of $.0001 per share with the par value difference of $39,319 charged to paid-in capital. The pre-merger deficit is that of Airware. Crown’s pre-merger accumulated deficit has been charged to paid-in capital. The pre-merger Airware outstanding shares have been adjusted to reflect the exchange, thus reducing the number of outstanding shares at December 31, 2011 from 25,670,000 total shares outstanding, including common and convertible preferred stock, to 12,835,250 shares of common stock. The pre-merger outstanding shares of Crown of 17,725,000 with a par value of $1,772 have been included in the issued and outstanding shares of the Company at March 31, 2012.

Basic and diluted net loss per common share for the three month period ended March 31, 2011 have been restated from $ (.03) to $(.07) to retroactively reflect weighted average shares outstanding of 7,543,998 compared 15,087,996 prior to the retroactive restatement to give comparative effect to the recapitalization reverse merger.

The Company has included the eleven days of Crown the acquiree operations within its Statement of Operations and Statement of Cash Flows for the three month period ending March 31, 2012. The Company’s losses for the period were increased by $239,144 as a result of including Crown the acquiree’s operating results for the eleven days. The Company’s cash flow was unchanged as a result of including Crown the acquiree’s cash flows for the eleven days.

The Company’s Balance Sheet as of March 31, 2012 includes the assets and liabilities of Crown the acquiree 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. See Footnote 13, “Subsequent Events.”

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 $9,230 and $9,987, respectively.

The estimated useful lives of property and equipment are:

1.	Manufacturing equipment	3 years
2.	Office furniture and equipment	5 - 7 years

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 $8,598 and $8,064 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 employs 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.

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.

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 convert to 5,000,000 shares upon default on the note at $.10 per share.

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 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. Accounting Error Corrections:

The Company’s financial statements included in the previously issued Form 10-Q and 10-Q/A for the quarterly period ended March 31, 2012 and filed through September 13, 2012 have been restated to correct the following errors.

The Company’s balance sheet and statement of cash flows for March 31, 2012 and the three month period then ended as originally reported presented cash of $204,920 and shares of common stock issued and outstanding of 44,669, 136. The restated balance sheet reflects a cash balance of $154,920 and common stock issued and outstanding of 39,669,136, a reduction of $50,000 in cash and 5,000,000 shares of common stock issued and outstanding. The cash and related shares of common stock were previously reported as a stock sale. However, the stock sale transaction was never consummated.

In the previous filings the statements were prepared with management’s conclusion that the reverse capitalization merger, further detailed in Footnote 1, “Summary of Significant Accounting Policies and Use of Estimates,” that Crown Dynamics Corp. was the accounting acquirer. Upon further examination, management concluded that its original conclusion was incorrect and that Airware Holdings, Inc. was the accounting acquirer. Accordingly, the financial statements have been restated to reflect the correction of this error. The change to the each item within the financial statements is detailed below in a comparison of the previously issued statements to those restated:

BALANCE SHEET

AS OF MARCH 31, 2012 AND DECEMBER 31, 2011

	2012										2011
		As Originally Reported			Error			As Restated				As Originally Reported			Error			As Restated
ASSETS
Current Assets:
Cash and cash equivalent		$	204,920		$	(50,000	)	$	154,920			$	—		$	8,186		$	8,186
Accounts receivable			16,632			—			16,632				—			6,814			6,814
Inventory			121			—			121				—			2,027			2,027
Prepaid expenses			—			—			—				—			5,000			5,000
Total current assets			221,673			(50,000	)		171,673				—			22,027			22,027
Other Assets:
Property and equipment, net			119,449			—			119,449				—			123,679			123,679
Intangible assets, net			342,659			—			342,659				—			351,134			351,134
Notes receivable - related party			253,999			—			253,999				—			218,344			218,344
Goodwill			23,174,978			(23,174,978	)		—
Security deposits			12,303			—			12,303				—			12,303			12,303
Total Assets		$	24,125,061		$	(23,224,978	)	$	900,083			$	—		$	727,487		$	727,487
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable		$	1,211,985			—		$	1,211,985			$	5,000		$	1,110,247		$	1,115,247
Accrued interest			32,225			—			32,225				—			17,888			17,888
Accrued expenses			191,548			—			191,548				—			109,305			109,305
Notes payable			62,500			—			62,500				—			—			—
Notes payable to related parties			—			—			—				—			25,000			25,000
Convertible notes payable - current portion			440,000			—			440,000				—			410,000			410,000
Convertible notes payable to related parties - current portion, net of discount			508,343			(5,000	)		503,343				—			523,480			523,480
Total current liabilities			2,446,601			(5,000	)		2,441,601				5,000			2,195,920			2,200,920
Accrued interest to related parties			13,968			—			13,968				—			10,235			10,235
Notes payable to related party			275,694			—			275,694				—			275,694			275,694
Convertible notes payable - less current portion			100,000			—			100,000				—			—			—
Convertible notes payable to related parties, less current portion			145,000			5,000			150,000				—			145,000			145,000
Total liabilities			2,981,263			—			2,981,263				5,000			2,626,849			2,631,849
Stockholders' (Deficit):
Common stock, par value $.0001 per share, 200,000,000 shares authorized; 39,669,136 and 12,835,250 shares issued and outstanding at March 31, 2012 and December 31, 2011, respectively			4,467			(500	)		3,967				1,650			(366	)		1,284
Discount on common stock			(600	)		600			—				(600	)		600			—
Additional paid-in capital			21,516,741			(12,319,957	)		9,196,784				54,250			7,051,949			7,106,199
Accumulated deficit			(376,810	)		(10,905,121	)		(11,281,931	)			(60,300	)		(9,011,845	)		(9,011,845	)
Total stockholders' (deficit)			(2,081,180	)		(23,224,978	)		(2,081,180	)			(5,000	)		(1,959,662	)		(1,904,362	)
Total Liabilities and Stockholders’ (Deficit)		$	24,125,061		$	(23,224,978	)	$	900,083			$	—		$	667,187		$	727,487

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS

ENDED MARCH 31, 2012 AND DECEMBER 31, 2011

	2012									2011
	As Originally Reported			Error			As Restated			As Originally Reported			Error			As Restated
Revenues, net	$	95		$	13,693		$	13,788		$	—		$	22,708		$	22,708
Cost of products sold		187			5,199			5,386			—			6,078			6,078
		(92	)		8,494			8,402			—			16,630			16,630
Operating expenses
General and Administrative		302,286			1,864,392			2,166,678			9,290			126,647			135,937
Sales and Marketing		4,596			49,503			54,099			—			48,586			48,586
Total expenses		306,882			1,913,895			2,220,777			9,290			175,233			184,523
(Loss) from Operations		(306,974	)		(1,905,401	)		(2,212,375	)		(9,290	)		(158,603	)		(167,893	)
Other income (expense)
Interest income		67			681			748			—			791			791
Interest expense		(9,604	)		(48,854	)		(58,458	)		—			(349,946	)		(349,946	)
Other income		—			—			—			—			29,447			29,447
Other expense		—			—			—			—			(18,671	)		(18,671	)
Total other income (expense)		(9,537	)		(48,173	)		(57,710	)		—			(338,379	)		(338,379	)
Loss before income  taxes		(316,511	)		(1,953,574	)		(2,270,085	)		(9,290	)		(496,982	)		(506,272	)
Income tax expense		—			—			—			—			—			—
Net (Loss)	$	(316,511	)	$	(1,953,574	)	$	(2,270,085	)	$	(9,290	)	$	(496,982		$	(506,272	)
Basic and diluted net loss per common share	$	(0.01	)	$	0.26		$	(0.14	)	$	(0.00	)	$	(0.06	)	$	(0.07	)
Basic and diluted weighted average common shares outstanding		24,150,940			(7,412,512	)		16,738,428			16,738,428			9,000,000			7,543,998

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS

ENDED MARCH 31, 2012 AND DECEMBER 31, 2011

	2012			2011
	As Originally Reported	Error	As Restated	As Originally Reported	Error	As Restated
Operating Activities:
Net (loss)	$ (316,511)	$(1,953,574)	$(2,270,085)	$   (9,290)	$(496,982)	$(506,272)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation and amortization	2,179	15,649	17,828	-	18,051	18,051
Increase in notes receivable related party for interest earned	(68)	(587)	(655)	-	(790)	(790)
Common stock issued for services	226,372	1,652,854	1,879,226	-	2,500	2,500
Assets assumed in recapitalization with Airware Holding, Inc.	-	(123)	(123)	-	-	-
Liabilities assumed in recapitalization with Airware Holdings, Inc.	-	39,806	39,806	-	-	-
Increase in notes payable issued for services	-	37,500	37,500	-	-	-
Increase in convertible notes payable for interest expense	4,979	(4,979)	-	-	-
Amortization of debt discount to related parties	-	23,803	23,803	-	7,325	7,325
Notes payable to officer for compensation and accrued compensation	-	-	-	-	275,694	275,694
Reduction in accrued compensation from salary and option forfeitures to related party	-	-	-	-	144,580	144,580
Changes in operating assets and liabilities:
Accounts receivable	-	(9,818)	(9,818)	-	14,066	14,066
Inventory	8	1,898	1,906	-	2,689	2,689
Prepaid expenses	8,592	(3,592)	5,000	-	1,882	1,882
Accounts payable	21,655	35,277	56,932	-	31,037	31,037
Accrued interest	2,710	15,361	18,071	-	368	368
Accrued expenses	3,769	78,574	82,343	4,000	(75,352)	(71,352)
				-	-	-
Net cash (used in) operating activities	(46,315)	(71,951)	(118,266)	(5,290)	(74,932)	(80,222)
Investing Activities:
Purchases of property and equipment	-	(5,000)	(5,000)	-	-	-
Notes receivable to related parties	-	(35,000)	(35,000)	-	(56,400)	(56,400)
Net Cash Provided (used for) Investing Activities	-	(40,000)	(40,000)	-	(56,400)	(56,400)
Financing Activities:
Common Stock For Cash	50,000	(45,000)	5,000	-	133,500	133,500
Proceeds from convertible notes payable	100,000	5,000	105,000	-	-	-
Proceeds from exercise of warrants	-	195,000	195,000	5,290	(5,290)	-
Net Cash Provided by Financing Activities	150,000	155,000	305,000	5,290	128,210	133,500
Net (Decrease) Increase in Cash	103,685	43,049	146,734	-	(3,122)	(3,122)
Cash - Beginning of Period	101,235	(93,049)	8,186	300	61,672	61,972
Cash - End of Period	$  204,920	$    (50,000)	$    154,920	$        300	$   58,550	$   58,850

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED MARCH 31, 2012

AS ORIGINALLY REPORTED
	Common Stock Shares			Amount			Discount on Common Stock			Additional Paid-In Capital			Accumulated Deficit			Total
Balance at December 31, 2011		16,500,000		$	1,650		$	(600	)	$	54,250		$	(60,300	)	$	(5,000	)
Recapitalization due to reverse merger with Airware Holdings, Inc.		—			—						—			—			—
Common stock issued in exchange for license agreement		1,225,000			123			—			—			—			123
Common stock issued for Airware Holdings, Inc. acquisition		21,844,136			2,184			—			21,186,628			—			21,188,812
Issuance of common stock for cash		5,000,000			500						49,500			—			50,000
Issuance of common stock for services		100,000			10						226,363			—			226,373
Stock-based compensation expense		—			—						—			—			—
Exercise of warrants		—			—						—			—			—
Warrants Issued		—			—						—			—			—
Net (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
ERROR
		Common Stock Shares			Amount			Discount on Common Stock			Additional Paid-In Capital			Accumulated Deficit			Total
Balance at December 31, 2011		(3,664,750	)	$	(366	)	$	600		$	7,051,949		$	(8,951,546	)	$	(1,899,363	)
Recapitalization due to reverse merger with Airware Holdings, Inc.		17,725,000			1,772			—			(1,772	)		—			—
Common stock issued in exchange for license agreement		(1,225,000	)		(123	)		—			—			—			(123	)
Common stock issued for Airware Holdings, Inc. acquisition		(21,844,136	)		(2,184	)		—			(21,186,628	)		—			(21,188,812	)
Issuance of common stock for cash		(4,990,000	)		(499	)		—			(44,501	)		—			(45,000	)
Issuance of common stock for services		71,203			7			—			(203,981	)		—			(203,974	)
Stock-based compensation expense		6,977,683			698			—			1,857,671			—			1,858,369
Exercise of warrants		1,950,000			195			—			194,805			—			195,000
Warrants Issued		—			—			—			12,500			—			12,500
Net (loss) for the period		—			—			—			—			(1,953,575	)		(1,953,575	)
Balance at March 31, 2012		(5,000,000	)	$	(500	)	$	600		$	(12,319,957	)	$	(10,905,121	)	$	(23,224,978	)
RESTATED
		Common Stock Shares			Amount			Discount on Common Stock			Additional Paid-In Capital			Accumulated Deficit			Total
Balance at December 31, 2011		12,835,250		$	1,284			—		$	7,106,199		$	(9,011,846	)	$	(1,904,363	)
Recapitalization due to reverse merger with Airware Holdings, Inc.		17,725,000			1,772			—			(1,772	)		—			—
Common stock issued in exchange for license agreement		—			—			—			—			—			—
Common stock issued for Airware Holdings, Inc. acquisition		—			—			—			—			—			—
Issuance of common stock for cash		10,000			1			—			4,999			—			5,000
Issuance of common stock for services		171,203			17			—			22,382			—			22,399
Stock-based compensation expense		6,977,683			698			—			1,857,671			—			1,858,369
Exercise of warrants		1,950,000			195			—			194,805			—			195,000
Warrants Issued		—			—			—			12,500			—			12,500
Net (loss) for the period		—			—						—			(2,270,085	)		(2,270,085	)
Balance at March 31, 2012		39,669,136		$	3,967		$	—		$	9,196,784		$	(11,281,931	)	$	(2,081,180	)

NOTE: A STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2011 HAS BEEN DELETED FROM THE RESTATED FILINGS AS IT IS NOT REQUIRED.

4. Notes Receivable – Related Party

“Notes Receivable” consists of the following notes to Crown’s President and Board Member, David Dolezal and Crown’s Chief Executive Officer and Board Member, Jeffry Rassas. The balances as of March 31, 2012 are as follows:

2% unsecured note receivable with principal and  interest due on February 28, 2021	$	70,600
2% unsecured note receivable with principal and  interest due on May 7, 2015		128,237
2% unsecured note receivable with principal and  interest due on February 28, 2021		29,000
2% unsecured note receivable with principal and interest due on May 7, 2015		21,323
		249,160
Accrued interest receivable		4,839
	$	253,999

Notes receivable are for periodic cash advances made to Mr. Dolezal and Mr. Rassas.

5. Notes Payable

Notes payable consists of the following:

20.00% notes payable, due March 8, 2012, interest payable at maturity, unsecured	$	37,500
7.00% note payable due April 4, 2011, interest payments are due annually, unsecured		25,000
	$	62,500

6. Convertible notes payable

Convertible notes payable consist of the following:

8.00% notes payable, due dates ranging from August 22, 2012 to
March 19,2014, convertible to  common stock at $.50 per share,
interest payments are due annually, unsecured	$	430,000
6.50% note payable, due dates ranging from September 20, 2011 to
October 19, 2011, convertible to  common stock at $1.00 per share,
interest payments are due annually, unsecured		10,000
6.50% note payable, due November 26, 2011, convertible to
common stock at $2 per share, interest payments are due annually,
unsecured		50,000
6.50% note payable, due date August 31, 2010, convertible to
common stock at $10.00 per share, interest payments are due
annually, unsecured		50,000
		540,000
Less:   current portion		(440,000	)
	$	100,000

7. Notes Payable to Related Party:

Notes payable to party of the following:

3.00% note payable, due March 1, 2021, interest due at maturity unsecured	$	209,924
3.00% note payable, due October 1, 2021, interest due at maturity unsecured		65,770
	$	275,694

8. Convertible Notes Payable to Related Parties:

 Convertible notes payable to related parties consist of the following:

9.00% note payable net of unamortized debt discount, due date
October 31, 2010 as of September 30, 2010, convertible to non-voting
Airware common stock at $.25 per share. Modified December 8, 2011
to a note payable at 12% , due September 30, 2012, convertible to Series
D convertible preferred stock  and subsequently modified  to Crown
Dynamics Corp. common stock at $.10 per share, interest payments are
due monthly. Debt is secured by substantially all of the assets of Airware
Holdings, Inc.	$           483,343
8.00 % note payable due March 15, 2014, convertible to common stock
at $.50 per share, interest payments are due annually, unsecured	5,000
8.00 % note payable due August 26, 2012 convertible to common stock
at $.50 per share, interest payments are due annually, unsecured	20,000
6.5% note payable, due May 2, 2013, convertible to common stock at
$2 per share, interest is due at maturity, unsecured	145,000
	653,343
Less:   current portion	503,343
	$           150,000

See Footnote 8, “Related Party Transactions,” for additional information.

9. Related Party Transactions:

As further detailed in Footnote 3, “Notes Receivable - Related Party,” the Company has notes receivable from the its President and Board Member, David Dolezal, and Chief Executive Officer and Board Member, Jeffry Rassas.

As detailed in Footnote 6, “Notes Payable to Related Party,” the Company has notes payable to its President and Board Member, David Dolezal.

Certain convertible notes are with parties related to the Company who are former officers and significant consultants, as further detailed in Footnote 7, “Convertible Notes Payable to Related Parties.”

Certain other related party transactions are detailed in Footnote 13, “Subsequent Events.”

As further discussed in Footnote 10, “Stockholders’ Equity,” the Company issued stock under a stock award agreement to its Chief Executive Officer, Jeffrey Rassas, and its President, David Dolezal on March 19, 2012.

10. 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 or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited.

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.

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 the Company 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 the Company 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. Subsequent to March 31, 2012 a judgment was entered against the Company as a result of this lawsuit.

11. Stockholders’ Equity:

Common Stock

As further detailed in Footnote 13, “Business Combination,” the Company issued 21,844,136 shares to effect the business combination with Airware Holding, Inc. on March 20, 2012. Airware Holdings, Inc. is the accounting acquirer for the purposes of the business combination and has treated the transaction as a recapitalization through a reverse merger process. As a consequence, the common stock of the company has been restated to reflect the differences in par values of the stock.

On December 1, 2011 the Company entered into employment agreements with its Chief Executive Officer Jeffrey Rassas and its President David Dolezal with annual compensation of $150,000 each. In addition, the agreements provided for options to purchase the Company’s Common Stock for $0.05 per share exercisable over a ten year period. Mr. Rassas and Mr. Dolezal total options under the agreement were 4,585,122 and 9,170,244 of Airware Holdings, Inc common stock, respectively. The options were to vest at 25% immediately on December 1, 2011 and 25% per each subsequent three month period thereafter. On March 19, 2012 the Company terminated the aforementioned employment agreements, while leaving the annual compensation in place, and replaced the above noted options with the immediate issuance of common stock of 2,292,561 and 4,585,122 shares, the Crown share equivalent to the Airware shares provided for in the options under the agreement, to Mr. Rassas and Mr. Dolezal. The Company has valued the stock issued at $.50 per share for a total value of $1,146,281 and $2,292,561 for Mr. Rassas and Mr. Dolezal, respectively. The Company recognized $855,013 and $783,356 of Mr. Rassas’s and Mr. Dolezal’s total stock award of $1,146,281 and $2,292,561, respectively as compensation for services for the six month period ended June 30, 2012.

During the three month period ended March 31, 2012 the Company issued 171,203 shares of the Company’s common stock for consulting services. The shares were valued at the cost of the services provided.

On February 21, 2012, Crown the acquiree, issued 50,000 shares of the Company’s common stock to each Board Member, M.L. Carr and Colonel Richard L. Teters Jr., as compensation for services. The Company recognized $220,000, the value of the stock on February 21, 2012, as compensation for services for the three month period ended March 31, 2012.

The stock compensation charge disclosed on the statement of cashflows and the stock compensation charge disclosed on the statement of changes in stockholder’s deficit now reconciles within $1,542, a difference that management does not believe is material.

Warrants

The balance of warrants outstanding for purchase of the Company’s common stock as of March 31, 2012 are as follows:

Name of Warrants	Common Share Issuable Upon Exercise of Warrants	Exercise Price of Warrants	Date Issued	Expiration Date
Warrants issued under a Unit Purchase Agreement	540,000	$0.50	5/18/2010	5/17/2013
Warrants issued under a Private Placement Memorandum	250,000	$1.00	4/26/2011	4/25/2014
Warrants issued under a Private Placement Memorandum	50,000	$1.00	4/27/2011	4/26/2014
Warrants issued under a Private Placement Memorandum	25,000	$1.00	4/28/2011	4/27/2014
Warrants issued under a Private Placement Memorandum	200,000	$1.00	5/3/2011	5/02/2014
Warrants issued for services	12,500	$.50	3/23/2012	3/22/2013

During the three month period ended March 31, 2012 the Company issued 12,500 warrants exercisable for $.50 per share for the purchase of the Company’s common stock in exchange for services. The warrants were valued at $.50 per exercisable warrant.

Stock Options

The following are the balances of outstanding stock options for the Company’s stock as of March 31, 2012.

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 the Company 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.    

12. 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.

13. 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 1,065,000 Class A and B warrants of the Company for 2,130,000 Class A and B warrants of Airware and to exchange 1,475,000 Options to purchase the Company’s common stock , at $.50 per share for 2,950,000 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.

The Company has accounted for the business combination with Airware as the accounting acquirer and a recapitalization of Airware through a reverse merger. The net loss from Crown, the acquiree, operations of $239,144 for the eleven days ended March 31, 2012 is included in the statement of operations for the period ending March 31, 2012.

The Company has recorded the assets of Crown the acquiree of $123 at book value, and the estimated fair value and liabilities of $58,950 at their book value. The $58,950 consists of accounts payable to an entity controlled by a Crown shareholder. See Footnote 13, “Subsequent Events.”

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 Month Period Ending on March 31,
		2012	*		2011
Revenue	$	13,787		$	22,708
(Loss) from continuing operations	$	(2,304,891	)	$	(515,562	)
Net (Loss)	$	(2,304,891	)	$	(515,562	)
Net (Loss) per share	$	(0.060	)	$	(0.017	)

*Reflects figures from January 2012 - March 2012

14. Subsequent Events:

On June 8, 2012, the Company entered a 12 month lease for the rental of a new Company office. The commitment for the rental of the space is as follows:

FYE December 31,	Annual Rent
2012	$16,800
2013	$12,000

On June 12, 2012, the Company entered into a Subscription and Purchase Agreement to sell 10 Units of an Original Issue Discount Convertible Debenture for the total of $75,000. The Debentures are redeemable and were redeemed in September, 2012 for $79,500. Each unit purchased entitled the holder to 1,000 shares, for a total of 10,000 shares, of the Company’s common stock.

On June 28, 2012 and effective August 29, 2012 the Company entered into a trade financing, guaranty and advance agreement that allows to Company to factor purchase orders and accounts receivable up to the total amount of $250,000 and $1,000,000, respectively. The Company will pay a fee equal to 4% for the first 30 days and 1.34% for every ten day thereafter against the face amount of each advance. As of September 14, 2012, the Company had received and repaid purchase order advances of $172,172. As of September 14, 2012, the Company had received and had outstanding accounts receivable advances of $544,922.

On July 26, 2012, the Company was named as a Defendant alleging patent infringement. The Company believes the lawsuit is without merit and is seeking dismissal of the action.

On August 15, 2012, the Company executed an unsecured promissory note to a related party for $121,000 with a related party. The note is due together with any unpaid interest at a rate of 10% per month (120% per annum) on October 15, 2012. In addition, at the date of the note, the Company issued 10,000 shares of the Company’s common stock to the note holder.

On August 23, 2012, the Company entered into an agreement with its former President to modify an existing license agreement with Zorah LLC (“Zorah”), as further detailed in Footnote 1, from an exclusive license to a non-exclusive license. Among other requirements of the agreement, the former President agreed to surrender back to the Company 10,122,000 shares of the Company’s common stock.

In May and June of 2012, two shareholders of the Company provided loans to the Company totaling $40,000. In August 2012, the shareholders forgave the loans as well as a $58,950 loan due by the Company to an entity controlled by the shareholders.

End of Notes to Financials

F-7

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 (U.S. “GAAP”). 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 has identified the following accounting policies that it believes are integral to understanding 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 (the “Exchange”) to effectively merge the two entities. Management originally believed that Crown was the accounting acquirer, but upon further review of the facts at the time of the merger and subsequent events, management now believes that based on the analysis under ASC 805-10-55-12 as detailed below that Airware is the accounting acquirer.

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. However, in some business combinations, commonly called reverse acquisitions, the issuing entity is the acquiree. 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 Airware as the acquirer. Specifically, as follows:

ASC 805-10-55 section 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’s options, warrants and convertible securities. There are no unusual voting arrangements. Airware options and warrants would add another 2,540,000 for Airware. In addition there are convertible notes that would result in issuance of another 6,022,500 shares for Airware. Since all of the warrants and options are “in the money” ultimately the Airware shareholders could have the controlling shares. If all of the options, warrants and notes converted Airware shareholders would have a total of 30,406,636 shares compared to Crown shareholders of 22,725,000.

ASC 805-10-55 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 officers and Board members of Airware collectively, directly or indirectly, control 15,913,436 shares, when convertible notes are included. The holdings of this group exceed the largest holding of a single shareholder or group of Crown.

ASC 805-10-55 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 was composed of three Board Members from the Crown group and three from the Airware group. Airware would have the ability to gain control of the Board as noted in 12(a) and 12(b) above.

ASC 805-10-55 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 consisted of Steve Aninye as CEO (Crown) and Jeffry Rassas, President (Airware). Steve Aninye resigned from both the Board and as an officer subsequent to the transaction.

ASC 805-10-55 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 - 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.”Airware was the larger entity at the time of the transaction.

Based upon this analysis, the preponderance of the facts noted above support management’s conclusion that Airware is the accounting acquirer.

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 comprises two sides with one central bristle of tufted 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 non-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.

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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

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 ($118,266). Net cash used in investing activities during the three month period ended March 31, 2012 totaled ($40,000). Financing activities during the three month period ended march 31, 2012 provided an increase in cash of $305,000.For the three month period ended March 31, 2012, the Company’s cash balance increased by $146,734.

At March 31, 2012, the Company had cash of $154,920, accounts receivable of $16,632 and inventory of $121 that comprised the Company’s total current assets totaling $171,673. The Company’s property and equipment at March 31, 2012 had a net book value of $119,449, while the Company’s total assets at March 31, 2012 were $900,083.

At March 31, 2012, the Company had total current liabilities totaling $2,441,601including $503,343 of convertible notes payable to related parties and $440,000 other convertible notes .

At March 31, 2012, the Company had total liabilities of $2,981,263. At the date of the filing the Company has released its new product line and has been successful in securing $1.2 million in purchase orders as of the date of this filing and anticipates a continued increase in the sales efforts of the new product. The company anticipates that it will be able to handle its cash requirements through future sales as well as through future debt and equity funding.

At March 31, 2012, the Company had a stockholders’ deficit totaling $2,081,180.

RESULTS OF OPERATIONS

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

Revenues and Gross Profit (Loss)

The Company’s general and administrative expense for the three months ended March 31, 2012 was $2,166,678 as compared to $135,937 for the three months ended March 31, 2011. The $2,030,741 increase in the 2012 over the 2011expense is primarily the result of stock compensation expense to Company officers of $1,638,369,stock compensation to directors of $220,000 and an increase in officer salaries of $72,381 and increase in professional fees of $66,787. The Company’s interest expense for the three months ended March 31, 2012 was $58,458 compared to $349,946 for the three months ended March 31, 2012. The decrease in interest expense of $291,488 was primarily the result of the reduction in the amount of convertible notes payable from 2011 to 2012.

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. At the date of this filing we have received approximately $1.2 million in purchased order for our new product and anticipated a continued increase in those orders for the remainder of the year. However,, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our business plans 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 ineffective as of March 31, 2012 as evidenced by our late and amended filings.

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. Based on management’s evaluation, our internal control over financial reporting is currently ineffective, as evidenced by our late and amended filings. We are currently reviewing and implementing improvements of the internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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 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. Subsequent to March 31, 2012 a judgment was entered against the Company as a result of this lawsuit.

On July26, 2012 the Company was named as a Defendant alleging patent infringement. The Company believes the lawsuit is without merit and is seeking dismissal of the action.

Other than those stated above, 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 Exchange Agreement.

2. Subsequent Issuances:

On June 12, 2012 the Company entered into a Subscription and Purchase Agreement to sell 10 Units of an Original Issue Discount Convertible Debenture for a total of $75,000. The Debentures are redeemable and were redeemed in September, 2012 for $79,500. Each unit purchased entitled the holder to 1,000 shares, for a total of 10,000 shares of the Company’s common stock. The 10,000 shares have been issued.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

NONE.

ITEM 4. MINE SAFETY DISCLOSURES

NONE.

ITEM 5. OTHER INFORMATION

NONE.

ITEM 6. EXHIBITS

Exhibit Number	Description of Exhibit	Filing
3.01	Articles of Incorporation	Filed on Form S-1 on August 22, 2011
3.02	Bylaws	Filed on Form S-1 on August 22, 2011
31.01	Certification of Principal Executive Officer Pursuant to Rule 13a-14	Filed Herewith
31.02	Certification of Principal Financial Officer Pursuant to Rule 13a-14	Filed Herewith
32.01	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith
	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed Herewith

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:  October 25, 2012	/s/ Jeffrey Rassas
	By: Jeffrey Rassas
	Its: CEO
Dated:  October25, 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:  October 25, 2012	/s/ David Dolezal
	By:  David Dolezal
	Its:  President and Director
Dated:  October 25, 2012	/s/ Jeffrey Rassas
	By: Jeffrey Rassas
	Its:  Director
Dated:  October 25, 2012	/s/ Ron Miller, Jr.
	By:  Ron Miller, Jr.
	Its:  Director