UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended: December 31, 2012
	For the quarterly period ended: March 31, 2013
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 333-169346

Crown Alliance Capital Limited

(Exact name of registrant as specified in its charter)

Nevada

27-2089124

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)

~~3601~~2985 ~~Highway~~Drew 7Road, ~~East~~ Suite ~~# 203 Markham, ON L3R 0M3, Canada (Address of principal executive offices)~~217

~~(905) 604-8873 (Registrant’s telephone number) ________________________________ (Former name~~Mississauga, ~~former~~ON ~~address~~L4T ~~and former fiscal year~~OA4, ~~if changed since last report)~~Canada

(Address of principal executive offices)

(905) 604-8873

(Registrant’s telephone number)

________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


[ ] Large accelerated filer Accelerated filer	[ ] Non-accelerated filer
[X] 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 [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 42 210,~~140~~703,~~788~~620 as of ~~February~~April 525, 2013.

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 4 Item 3: Quantitative and Qualitative Disclosures About Market Risk 1413 Item 4: Controls and Procedures 1413 PART II - OTHER INFORMATION Item 1: Legal Proceedings 15 Item 1A: Risk Factors 15 Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 3: Defaults Upon Senior Securities 15 Item 4: Mine Safety Disclosures 15 Item 5: Other Information 15 Item 6: Exhibits 1615

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Balance Sheets as of ~~December~~March 31, ~~2012~~2013 (unaudited) and June 30, 2012 (derived from audited financial information);
F-2	Statements of Operations for the three and ~~six~~nine months ended ~~December~~March 31, ~~2012~~2013 and ~~2011~~2012, and from inception on March 4, 2010 through ~~December~~March 31, ~~2012~~2013 (unaudited);
F-3	Statements of Cash Flows for the ~~six~~nine months ended ~~December~~March 31, ~~2012~~2013 and ~~2011~~2012, and from inception on March 4, 2010 through ~~December~~March 31, ~~2012~~2013 (unaudited);
F-4	Notes to Financial Statements.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended ~~December~~March 31, ~~2012~~2013 are not necessarily indicative of the results that can be expected for the full year.

CROWN ALLIANCE CAPITAL LTD

(formerly Kinetic Resources Corp).

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

	December 31,		June 30,
	March 31,		June 30,
	2012		2012
	2013		2012
ASSETS
Current
Cash	$	97391,~~755~~658	$	22,830
Prepaid expenses		68,~~000~~359		-
Total current assets		~~103~~400,~~755~~017		22,830
Due from related party		3,750		-
Premiums on life settlement policies - Note 11		59,503		168,189
Premiums on life settlement policies - Note 10		137,718		168,189
Investment in life settlement policies - Note 11		561,851		119,176
Investment in life settlement policies - Note 10		509,044		119,176
Property and equipment, net - Note 4		10,923		17,784
Property and equipment, net - Note 4		18,185		17,784
Lease deposit		3,616		12,000
Lease deposit		12,000		12,000
Total long term assets		635,893		317,149
Total long term assets		680,697		317,149
Total assets	$	1,035,910	$	339,979
Total assets	$	784,452	$	339,979
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current
Accounts payable	$	2138,~~820~~583	$	14,913
Accrued interest, related party - Note 7		-		1,923
Notes payable, related party - Note 7		-		45,000
Total current liabilities		21,820		61,836
Accrued interest		94		-
Total liabilities		21,820		61,836
Notes payable, - Note 8		13,000		-
Total current liabilities		51,677		61,836
Total liabilities		51,677		61,836
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value
10,000,000 shares authorized, none outstanding		-		-
Common stock, $0.001 par value - Notes 7 and 8
Common stock, $0.001 par value - Notes 7 and 9
90,000,000 shares authorized
450,000,000 shares authorized
42,140,788 shares issued and outstanding (41,089,296 shares as of June 30, 2012)		42,141		41,089
210,703,620 shares issued and outstanding (205,446,480 shares as of June 30, 2012)		210,703		205,448
Additional paid-in capital		1,~~307~~138,~~019~~457		~~572~~407,~~071~~712
Deficit accumulated during the development stage		(~~586~~364,~~528~~927)		(335,017)
Total stockholders’ equity		~~762~~984,~~632~~233		278,143
Total liabilities and stockholders’ equity	$	~~784~~1,~~452~~035,910	$	339,979

~~See~~The accompanying ~~footnotes~~notes toare ~~financials~~an integral part of these financial statements.

F-1

CROWN ALLIANCE CAPITAL LTD.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

									From
									inception
	Three Months				Six Months				(March 4,
									(March 4,
	Ended				Ended				2010) to
	Three Months Ended				Nine Months Ended				2010) to
	December 31,				December 31,				December 31,
	March 31,				March 31,				March 31,
	2012		2011		2012		2011		2012
	2013		2012		2013		2012		2013
Income	$	452,923	$	-	$	452,923	$	-	$	452,923
Cost of insurance contracts		83,715		-		83,715		-		83,715
Gross Profit		369,208		-		369,208		-		369,208
Expenses
Audit and accounting fees	$	5,~~576~~825	$	53,~~500~~750	$	1622,~~286~~111	$	1316,~~108~~858	$	5561,~~764~~589
Bank charges		~~514~~214		84163		1,~~042~~256		~~177~~340		2,~~626~~840
Consulting fees		185,~~298~~449		-		2632,~~733~~182		-		3844,~~733~~182
Depreciation		~~3,337~~983		74221		67,~~377~~360		74295		89,~~790~~773
Foreign exchange (gain) loss		~~(304)~~97		~~158~~124		(~~132~~35)		~~160~~284		64161
Legal fees		68,~~676~~035		135,~~399~~991		1523,~~717~~752		4046,~~982~~973		~~108~~116,~~575~~610
Management fees		45,000		-		90,000		-		186,750
Loss on disposal of property and equipment assets		6,279		-		6,279		-		6,279
Marketing and promotion		17,652		-		35,502		-		35,502
Management fees		81,957		51,250		171,957		51,250		268,707
Marketing and promotion		1,511		-		37,013		-		37,013
Mineral Property option costs		-		-		-		4,000		8,000
Mineral property exploration costs		-		-		-		-		2,500
Office expenses		12,~~962~~658		181,442		25,~~751~~409		12,~~018~~460		1215,~~618~~276
Rent		1527,569		15,~~570~~569		3158,~~138~~707		2036,~~759~~328		83110,~~035~~604
Transfer and filing fees		12,~~585~~915		2,395		1720,~~255~~170		46,~~225~~620		2932,~~294~~209
Travel		54,~~093~~020		-		711,~~560~~580		-		913,~~143~~163
Operating loss before interest expense		(120,958)		(35,198)		(250,229)		(84,503)		(581,394)
Operating expenses		(147,512)		(80,905)		(397,741)		(165,408)		(728,906)
Interest expense - Note 7		148		-		(1,282)		(598)		(5,134)
Interest expense - Notes 7 & 8		(95)		(801)		(1,377)		(1,399)		(5,229)
Net loss	$	(121,106)	$	(35,198)	$	(251,511)	$	(85,101)	$	(586,528)
Total expenses for the period		(147,607)		(81,706)		(399,118)		(166,807)		(734,135)
Basic loss per share	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.00)
Net income (loss)	$	221,601	$	(81,706)	$	(29,910)	$	(166,807)	$	(364,927)
Weighted average number of shares outstanding - basic		41,998,659		51,826,884		41,645,266		46,100,950
Loss per share
Basic	$	0.00	$	(0.00)	$	(0.00)	$	(0.00)
Fully diluted	$	0.00	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average number of shares outstanding :
Basic		210,703,620		227,762,035		209,040,039		230,100,115
Fully diluted		211,342,33		n/a		n/a		n/a

~~See~~The accompanying ~~footnotes~~notes toare ~~financials~~an integral part of these financial statements.

F-2

CROWN ALLIANCE CAPTIAL LTD

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

					From
					inception
					(March 4 2010)
	Six Months Ended				to
	Nine Months Ended				to
	December 31,				December 31,
	March 31,				March 31,
	2012		2011		2012
	2013		2012		2013
Cash Flows Used in Operating Activities
Net loss	$	(~~251~~29,~~511~~910)	$	(85166,~~101~~807)	$	(~~586~~364,~~528~~927)
Adjustments to reconcile net loss to net cash used by operating activities:
Non-cash interest expense - capital contribution		-		226		902
Interest expense		1,~~282~~377		~~372~~1,173		4,~~232~~327
Depreciation		67,~~377~~360		74295		89,~~790~~773
Changes in operating assets and liabilities:
Loss on disposal of property and equipment		6,279		-		6,279
Prepaid expenses		(6,000)		-		(6,000)
Changes in operating assets and liabilities:
Lease deposit		-		(12,000)		(12,000)
Prepaid expenses		(8,359)		(4,500)		(8,359)
Accrued interest, related party		(3,205)		-		(3,205)
Lease deposit		8,384		(12,000)		(3,616)
Accounts payable		6,907		38,640		45,238
Accrued interest, related party		(3,205)		-		(3,205)
Net cash used in operating activities		(246,150)		(57,789)		(548,571)
Accounts payable		15,278		79,847		53,609
Cash Flows from Investing Activities
Net cash used in operating activities		(2,797)		(101,766)		(305,217)
Purchases of life settlement policies and capitalized premiums		(359,397)		-		(646,762)
Cash Flows from Investing Activities
Purchase of property and equipment		(6,778)		(2,649)		(26,975)
Purchases of life settlement policies and capitalized premiums		(409,312)		(38,195)		(696,678)
Net cash used in investing activities		(366,175)		(2,649)		(673,737)
Recovery of capitalized premiums		83,715		-		83,715
Cash Flows from Financing Activities
Purchase of property and equipment		(6,778)		(2,649)		(26,975)
Proceeds from capital stock issued		736,000		45,000		1,263,813
Net cash used in investing activities		(332,375)		(40,844)		(639,938)
Proceeds from share subscriptions received		-		-		-
Cash Flows from Financing Activities
Due to (from) related party		(3,750)		-		(3,750)
Proceeds from capital stock issued		736,000		200,000		1,263,813
Proceeds from notes payable, related party		-		1055,000		105,000
Payments of notes payable, related party		(45,000)		-		(45,000)
Net cash provided by financing activities		687,250		55,000		1,320,063
Proceeds from notes payable		13,000		-		13,000
Increase (decrease) in cash during the period		74,925		(5,438)		97,755
Net cash provided by financing activities		704,000		255,000		1,336,813
Cash, beginning of the period		22,830		5,958		-
Increase in cash during the period		368,828		112,390		391,658
Cash, end of the period	$	97,755	$	520	$	97,755
Cash, beginning of the period		22,830		5,958		-
Supplemental information
Cash, end of the period	$	391,658	$	118,348	$	391,658
Interest paid in cash	$	3,205	$	-	$	3,205
Supplemental information
Taxes paid in cash	$	-	$	-	$	-
Interest paid in cash	$	3,205	$	-	$	3,205
Non-cash interest and financing activities
Taxes paid in cash	$	-	$	-	$	-
Accounts payable settled in connection with sale of subsidiary	$	-	$	21,718	$	21,718
Non-cash interest and financing activities
Accrued interest, related party settled in connection with sale of subsidiary	$	-	$	1,027	$	1,027
Accounts payable settled in connection with sale of subsidiary	$	-	$	23,418	$	21,718
Notes payable, related party settled in connection with sale of subsidiary	$	-	$	60,000	$	60,000
Accrued interest, related party settled in connection with sale of subsidiary	$	-	$	1,027	$	1,027
Shares cancelled and note payable reissued	$	-	$	-	$	45,000
Notes payable, related party settled in connection with sale of subsidiary	$	-	$	60,000	$	60,000
Shares cancelled and note payable reissued	$	-	$	45,000	$	45,000

~~See~~The accompanying ~~footnotes~~notes toare ~~financials~~an integral part of these financial statements.

F-3

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 1 Basis of Presentation

~~Basis~~While the information presented in the accompanying March 31, 2013 interim financial statements is unaudited, it includes all adjustments which are, in the opinion of ~~Presentation~~management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. These interim financial statements should be read in conjunction with the Company’s June 30, 2012 audited financial statements (notes thereto) included in the Company’s Annual Report on Form 10-K.

~~While~~Operating the information presented in the accompanying December 31, 2012 interim financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results ~~of operations and cash flows~~ for the ~~interim~~nine ~~period~~months ~~presented~~ended inMarch ~~accordance with the accounting principles generally accepted in the United States of America. In the opinion of management~~31, ~~all~~2013 ~~adjustments~~are ~~considered~~not ~~necessary~~necessarily ~~for~~indicative ~~a fair presentation~~ of the results ofthat ~~operations~~can ~~and financial position have been included and all such adjustments are of a normal recurring nature. These interim financial statements should~~ be ~~read~~expected infor ~~conjunction with~~ the ~~Company’s~~year ending June 30, ~~2012 audited financial statements (notes thereto) included in the Company’s Annual Report on Form 10-K~~2013.

~~Operating~~Note ~~results~~2 Nature ~~for the six months ended December 31, 2012 are not necessarily indicative~~ of ~~the~~Operations ~~results~~and ~~that~~Ability ~~can~~to beContinue ~~expected~~as ~~for~~a ~~the~~Going ~~year ending June 30, 2013.~~Concern

Note 2

Nature of Operations and Ability to Continue as a Going Concern

The Company was incorporated in the state of Nevada, United States of America on March 4, 2010. The Company was an exploration stage company and was formed for the purpose of acquiring exploration and development stage mineral properties. The Company’s year-end is June 30.

On June 4, 2010, the Company incorporated a wholly-owned subsidiary, KRC Exploration LLC (“KRC”) in the State of Nevada, United States of America (“USA”) for the purpose of mineral exploration in the USA.

On August 31, 2011, the Company changed its business focus to the development of a portfolio of life settlement policies and sold KRC to the former president.

On January 30, 2012, the Board of Directors approved a change in name from Kinetic Resources Corp. to Crown Alliance Capital Limited and a forward-split of its Common Stock on the basis of 17.85715 shares of Common Stock for one share of Common Stock held by shareholders of record at the close of business on February 10, 2012. ~~All share and per share data has been retroactively adjusted to reflect the effect of the forward-split.~~

On March 15, ~~2012~~2013, the ~~Company~~Board ~~entered~~of ~~into~~Directors approved a forward-split of its ~~first~~Common ~~contract~~Stock toon ~~acquire~~the ~~life~~basis ~~settlement~~of ~~policies. The~~five ~~agreement~~shares isof ~~expected~~Common toStock for one share of Common Stock held by shareholders of record at the close of business on March 2931, 2013.

~~These~~On ~~financial~~March ~~statements~~20, ~~have~~2013, ~~been~~the ~~prepared~~Board inof ~~accordance~~Directors ~~with~~approved ~~generally~~an ~~accepted~~increase ~~accounting~~in ~~principles~~the ~~applicable~~number toof aauthorized ~~going~~common ~~concern,~~shares ~~which~~of ~~assumes that~~ the Company ~~will~~from be90,000,000 ~~able~~ to ~~meet its obligations and continue its operations for its next fiscal year~~450,000,000.

All share and per share data has been retroactively adjusted to reflect the effect of the forward-splits.

F-4

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 2 Nature of Operations and Ability to Continue as a Going Concern - (cont’d)

~~Nature~~On ofMarch ~~Operations~~15, ~~and~~2012, ~~Ability~~the Company entered into its first contract to ~~Continue~~acquire aslife asettlement ~~Going~~policies. The ~~Concern~~agreement -is ~~(cont’d)~~expected to close on June 28, 2013.

~~Realization~~These ~~values may be substantially different from carrying values as shown and these~~ financial statements dohave ~~not~~been ~~give~~prepared ~~effect~~in toaccordance ~~adjustments~~with ~~that~~generally ~~would~~accepted beaccounting ~~necessary~~principles toapplicable ~~the carrying values and classification of assets and liabilities should the Company be unable~~ to ~~continue as~~ a going concern~~. The Company has yet to achieve profitable operations~~, ~~has accumulated losses of $586,528 since its inception and expects to incur further losses in the development of its business, all of~~ which ~~casts~~assumes ~~substantial~~that ~~doubt about~~ the Company’s ~~ability~~will tobe ~~continue~~able ~~as a going concern. The Company’s ability~~ to ~~continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to~~ meet its obligations and ~~repay~~continue its ~~liabilities arising from normal business~~ operations ~~when~~for ~~they~~its ~~come~~next ~~due~~fiscal year.

Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. The Company has yet to achieve profitable operations, has accumulated losses of $364,927 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 3 Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are stated in US dollars. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which may have been made using careful judgment. Actual results may vary from these estimates.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Principles of Consolidation

These financial statements include the accounts of the Company and KRC until KRC was disposed of by sale to the former president on August 31, 2011. Accordingly, the statements of operations and cash flows presented include the results of KRC from June 4, 2010 to August 31, 2011 and the balance sheets presented at ~~September~~March 3031, ~~2012~~2013 and June 30, 2012 are solely that of Crown Alliance Capital Ltd. All significant inter-company transactions and balances have been eliminated.

8F-5

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 3 Summary of Significant Accounting Policies - (cont’d)

Summary of Significant Accounting Policies - (cont’d)

Development Stage Company

From inception through August 31, 2011, the Company was an exploration stage company. On August 31, 2011, the Company changed business directions from acquiring exploration and development stage mineral properties to development of a portfolio of life settlement policies. The Company is now a development stage company. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

Cash and cash equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. There were no cash equivalents held at ~~December~~March 31, ~~2012~~2013 or June 30, 2012.

Earnings per share

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. As of March 31, 2013 and June 30, 2102, common stock equivalents outstanding were 638,710 and 0, respectively.

Investments in Insurance Contracts

The Company adopted FASB ASC Topic 325-30 “Investments in Insurance Contracts.” and accounts for life settlement contracts using the investment method. Life settlement contracts will be initially recognized at the transaction price. Any additional costs, such as premium paid, will be capitalized. In accordance with ASC 230, “Statement of Cash Flows”, cash paid towards acquiring and maintaining life settlement policies will be treated as an investing outflow while the receipt of proceeds over the cash invested will be shown as an operating cash flow with return of investment and premiums shown as investing inflows.

F-56

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 3 Summary of Significant Accounting Policies - (cont’d)

Summary of Significant Accounting Policies - (cont’d)

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Property and equipment

Property and equipment is stated at the lower of cost or fair value. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected as other income (expense).

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of its office equipment or whether the remaining balance of office equipment should be evaluated for possible impairment.

Depreciation has been charged using the following estimates of useful lives:


Computer equipment	2 years straight line
Office equipment and furnishings	3-5 years straight line
Leasehold improvements	Over the remaining term of the lease

Foreign Currency Translation

The Company’s functional currency is the United States dollar as substantially all of the Company’s operations are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).

~~F-6~~Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholder’s Equity, if applicable. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations.

F-7

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 3 Summary of Significant Accounting Policies - (cont’d)

~~Summary~~Newly ofAdopted ~~Significant~~ Accounting ~~Policies - (cont’d)~~Policy

~~Assets~~Revenue and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholder’s Equity, if applicable. Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations.Recognition

The Company recognizes realized gains (revenue) from life settlement contracts upon one of the two following events:

1) Receipt of death notice or verified obituary of insured

2) Sale of policy and filing of change of ownership forms and receipt of payment

The Company recognizes the difference between the death benefits and carrying values of the policy when an insured event has occurred and the Company determines that settlement and ultimate collection of the death benefits is realizable and reasonably assured. Revenue from a transaction must meet both criteria in order to be recognized. In an event of a sale of a policy the Company recognizes gain or loss as the difference between the sale price and the carrying value of the policy on the date of the receipt of payment on such sale.

Newly Issued Accounting Pronouncements

The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.

Note 4 Property and equipment

Property and equipment


	March 31		June 30,
	2013		2012
Cost
Computer equipment	$	3,618	$	1,409
Office equipment and furnishings		10,705		6,136
Leasehold improvements		-		12,652

Gross cost		14,323		20,197
Accumulated depreciation		(3,400)		(2,413)

Net book value	$	10,923	$	17,784

	December 31		June 30,
	2012		2012
Cost
Computer equipment	$	3,618	$	1,409
Office equipment and furnishings		10,705		6,136
Leasehold improvements		12,652		12,652
Gross cost		26,975		20,197
Accumulated depreciation		(8,790)		(2,413)
Net book value	$	18,185	$	17,784

F-8

Note 5

Sale of Subsidiary

On August 31, 2011, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”), with the former President of the Company. Pursuant to the Agreement, the Company’s interest in KRC was transferred to the former President and the former president assumed all interests and liabilities of KRC amounting to $82,745 in exchange for the Company’s interest in KRC.

The following table summarizes the identifiable assets and liabilities of KRC that were disposed of, the consideration received, and the loss of KRC for the period from July 1, 2011 to August 31, 2011.

F-7

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 5 Sale of Subsidiary

~~Sale~~On August 31, 2011, the Company entered into an Agreement of ~~Subsidiary-~~Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (~~cont’d~~the “Agreement”), with the former President of the Company. Pursuant to the Agreement, the Company’s interest in KRC was transferred to the former President and the former president assumed all interests and liabilities of KRC amounting to $82,745 in exchange for the Company’s interest in KRC.

	August 31, 2011
Identifiable Assets and Liabilities
Amount owed to Kinetic Resources Corp	$	(13,220)
Net liabilities of KRC		(13,220)
Consideration Received
Settlement of accounts payable, promissory notes, and accrued interest		61,027
Assumption of Accounts payable		21,718
Elimination of accumulated losses of KRC		13,220
		95,695
Sale of subsidiary- related party	$	82,745
Loss for the period from July 1, 2011 to August 31, 2011
Mineral property option costs	$	4,000

Subsequently, on November 11, 2011, the former President of the Company and several shareholders entered into a stock cancellation agreement with the Company whereby 824,000 and 465,000, common shares, respectively, were returned to treasury and cancelled.


	August 31, 2011
Identifiable Assets and Liabilities
Amount owed to Kinetic Resources Corp	$ (13,220)
Net liabilities of KRC	(13,220)

Consideration Received
Settlement of accounts payable, promissory notes, and accrued interest	61,027
Assumption of Accounts payable	21,718
Elimination of accumulated losses of KRC	13,220
	95,695

Sale of subsidiary- related party	$ 82,745

Note 6


	August 31, 2011

Loss for the period from July 1, 2011 to August 31, 2011

Mineral property option costs	$ 4,000

~~Financial~~Subsequently, ~~Instruments~~on November 11, 2011, the former President of the Company and several shareholders entered into a stock cancellation agreement with the Company whereby 73,571,458 and 41,517,872, common shares, respectively, were returned to treasury and cancelled.

Note 6 Financial Instruments

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: F-9

F-8

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 6 Financial Instruments - (cont’d)

~~Financial~~In ~~Instruments~~addition -to ~~(cont’d)~~defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 -inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The carrying value of the Company’s financial assets and liabilities which consist of cash, accounts payable and accrued liabilities in management’s opinion approximate their fair value due to the short maturity of such instruments. These financial assets and liabilities are valued using level 3 inputs, except for cash which is at level 1. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange, or credit risks arising from these financial instruments.

Note 7 Related Party Transactions

Related Party Transactions

On August 31, 2011, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”), with the former President of the Company. Pursuant to the agreement, the former President of the Company assumed $82,745 of accounts payable, related party notes payable and accrued interest. (Note 5)

On October 3, 2011, the Company issued 1789,~~857~~285,~~150~~750 common shares pursuant to a share subscription agreement at $0.~~045~~0005 per share for total proceeds of $45,000. Shares were issued to a company managed by our President.

On January 26, 2012, the Company repurchased and cancelled 17,857,150 shares of its own stock and as consideration issued a $45,000 promissory note to a company managed by our President. The promissory note is unsecured, bears interest at 10% per annum, and is due on or before January 26, 2013. During the six month period ended December 31, 2012, the Company settled the note in the amount of $48,205 including accrued interest to settlement. During the six month period ended December 31, 2012 the Company accrued $1,282 (six month period ended December 31, 2011 F- ~~$nil) of interest expense in respect of this note payable.~~10

F-9

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 7 Related Party Transactions - (cont’d)

~~Related~~On ~~Party~~January ~~Transactions~~26, -2012, the Company repurchased and cancelled 89,285,750 shares of its own stock and as consideration issued a $45,000 promissory note to a company managed by our President. The promissory note is unsecured, bears interest at 10% per annum, and is due on or before January 26, 2013. During the nine month period ended March 31, 2013, the Company settled the note in the amount of $48,205 including accrued interest to settlement. During the nine month period ended March 31, 2013 the Company accrued $1,282 (~~cont’d~~nine month period ended March 31, 2012 - $nil) of interest expense in respect of this note payable.

On February 8, 2012, the Company entered into an Employment Agreement with the President of the Company. Pursuant to the agreement the President will receive a signing bonus of $25,000 and $180,000 per annum February 8, 2012 until February 8, 2013 (the initial term) for services rendered plus reimbursement of the Company’s expenses. The initial term shall be automatically renewed for up to 3 years successive years in consecutive one year periods. The agreement will continue in force unless either party gives notice of termination not more than 270 days and not less than 30 days prior to the then existing term of employment.

The initial term shall be automatically renewed for up to 3 years successive years in consecutive one year periods. The agreement will continue in force unless either party gives notice of termination not more than 270 days and not less than 30 days prior to the then existing term of employment.

The annual base compensation pursuant to the employment agreement is as follows:

$180,000 until February 8, 2013;

$200,000 until February 8, 2014;

$255,000 until February 8, 2015;

$255,000 per annum thereafter, - unless renewal terms are renegotiated

The Agreement also allows in addition to the base salary noted above for bonus payments to be made as deemed reasonable at the time by the Board of Directors either as cash, or grants of stock options. On March 26, 2013, the Board of Directors approved a bonus to the president of $35,000.

As of ~~December~~March 31, ~~2012~~2013, ~~due from related party includes $3,750 (June 30, 2012 - $nil) in respect of prepaid management fees, and~~ accounts payable and accrued liabilities includes $~~nil~~3,207 (June 30, 2012 - $3,750) in respect of unpaid management fees. Management fees for the ~~six~~nine month period ended ~~December~~March 31, ~~2012~~2013 includes $90171,~~000~~197 (~~six~~nine month period to ~~December~~March 31, ~~2011~~2012 -$~~nil~~51,250) pursuant to this agreement.

Note 8 Note Payable

~~Capital~~On ~~Stock~~March 13, 2013, the Company issued a promissory note for $13,000 and received $13,000 in exchange. The promissory note is unsecured, bears interest at 12% per annum, and is due on or before March 31, 2013. The Company accrued $94 (nine month period ended March 31, 2012 - $nil) of interest expense in respect of this note payable. The Company settled the note in full on April 4, 2013, in the amount if $13,094 including accrued interest.

The authorized common stock of the Company consists of 90,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. As of December 31, 2012 the Company had 42,140,778 (June 30, 2012 - 41,089,296) common stock and zero (June 30, 2012 - zero) preferred stock outstanding.

Issued

As part of the Company’s non-brokered private placement the Company is offering up to 14,500,000 Stock Units at $0.70 per Unit. Each Unit consists of one share of common stock of the Company and one warrant. Each warrant may be exercised at $1.10 into one common stock of the Company for a period of 48 months subsequent to issuance.

F-10

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

December 31, 2012

(Unaudited)

Note 8

Capital Stock - (cont’d)

Pursuant to this non-brokered private placement the Company issued 130,000 units on August 8, 2012 and 50,000 units on August 28, 2012 for aggregate gross proceeds of $126,000 ($0.70/unit).

On August 29, 2012, the Company issued an additional 121,482 common shares pursuant to subscription agreements at $0.70 per share for total share proceeds of $85,000.

On September 12, 2012, the Company issued an additional 305,000 common shares pursuant to subscription agreements at $0.70 per share for total share proceeds of $213,500.

On October 16, 2012, the Company issued an additional 95,000 common shares pursuant to subscription agreements at $0.70 per share for total share proceeds of $66,500.

On November 2, 2012, the Company issued an additional 350,000 common shares pursuant to subscription agreements at $0.70 per share for total share proceeds of $245,000.

Share Purchase Warrants

A summary of changes in share purchase warrants for the six month period ended December 31, 2012 and the year ended June 30, 2012 is presented below:

	Six Months Ended			Year Ended
	December 31, 2012			June 30, 2012
	Number	Weighted Average Exercise Price		Number	Weighted Average Exercise Price
Balance, beginning of period	-	$	-	-	$	-
Issued	180,000		1.10	-		-
Exercised	-		-	-		-
Balance, end of period	180,000	$	1.10	-	$	-

F-11

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 89 Capital Stock

~~Capital~~The ~~Stock~~authorized common stock of the Company consists of 450,000,000 shares of common stock with par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. As of March 31, 2013 the Company had 210,703,620 (June 30, 2012 - 205,446,480) common stock and zero (~~cont’d~~June 30, 2012 - zero) preferred stock outstanding.

~~As at December 31, 2012, share purchase warrants were outstanding for the purchase of common shares as follows:~~a) Issued

		Number
Number		Exercisable
of	Exercise	at	Expiry
Shares	Price	December 31, 2012	Date
130,000	$1.10	130,000	August 8, 2016
50,000	$1.10	50,000	August 28, 2016
180,000		180,000

As part of the Company’s non-brokered private placement the Company is offering up to 72,500,000 Stock Units at $0.14 per Unit. Each Unit consists of one share of common stock of the Company and one warrant. Each warrant may be exercised at $0.22 into one common stock of the Company for a period of 48 months subsequent to issuance.

~~Note~~Pursuant 9to this non-brokered private placement the Company issued 650,000 units on August 8, 2012 and 250,000 units on August 28, 2012 for aggregate gross proceeds of $126,000 ($0.14/unit).

~~Commitment~~On August 29, 2012, the Company issued an additional 607,140 common shares pursuant to subscription agreements at $0.14 per share for total share proceeds of $85,000.

On September 112, ~~2011~~2012, the Company ~~entered~~issued ~~into~~an aadditional ~~lease~~1,525,000 ~~agreement~~common shares pursuant to subscription agreements at $0.14 per share for atotal ~~term~~share proceeds of ~~two years~~$213,500.

AsOn ofOctober ~~December 31~~16, 2012, the Company’s ~~commitment~~issued ~~for~~an ~~annual~~additional ~~minimum~~475,000 ~~future~~common ~~lease~~shares ~~payments~~pursuant ~~under~~to ~~office~~subscription ~~rental~~ agreements ~~are~~at as$0.14 ~~follows:~~per share for total share proceeds of $66,500.

Fiscal 2013	$	15,885
Fiscal 2014		5,295
Total	$	21,180

On November 2, 2012, the Company issued an additional 1,750,000 common shares pursuant to subscription agreements at $0.14 per share for total share proceeds of $245,000.

~~Additional fees and taxes of approximately $2,541 per month are due in connection with the lease agreement.~~b) ~~Upon~~Share ~~acceptance~~Purchase ~~of the lease agreement, a security deposit of $12,000 was paid.~~Warrants

~~Note~~A 10summary of changes in share purchase warrants for the nine month period ended March 31, 2013, and the year ended June 30, 2012 is presented below:

Investment in Life Settlement Policies


	Nine Months Ended			Year Ended
	March 31, 2013			June 30, 2012
	Number	Weighted Average Exercise Price		Number	Weighted Average Exercise Price

Balance, beginning of period	-	$	-	-	$	-
Issued	900,000		0.22	-		-
Exercised	-		-	-		-

Balance, end of period	900,000	$	0.22	-	$	-

On March 15, 2012, the Company entered into its first contract to acquire four life settlement policies for the aggregate sum of $570,000, payable on or before April 23, 2012. Pursuant to the agreement the Company is responsible for all premiums payable pursuant to the terms of the policies and are entitled to fifty percent of the death benefits of those policies not formally closed pursuant to the terms of the agreement. ASC 325-30, Investments in Insurance Contracts, provides that a purchaser may elect to account for its investments in life settlement contracts based on the initial investment at the purchase price plus all initial direct costs. Continuing costs (e.g., policy premiums, statutory interest and direct external costs, if any) to keep the policy in force are capitalized. The Company has elected to use the investment method and refer to the recorded amount as the carrying value of the policies.

F-12

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 109 Capital Stock - (cont’d)

~~Investment~~b) Share inPurchase ~~Life~~Warrants ~~Settlement Policies~~ - (cont’d)

OnAs ~~June~~at ~~19,~~March ~~2012~~31, ~~the Company acquired one of the four life settlement policies. The face value of the policy is $500~~2013,~~000~~ ~~with~~share apurchase ~~remaining~~warrants ~~life~~were ~~expectancy~~outstanding offor ~~2.75 years. As of December 31, 2012,~~ the ~~carrying~~purchase ~~value~~ of ~~the~~common ~~policy~~shares isas ~~$141,975.~~follows:

On December 28, 2012, the Company acquired the second life settlement policy pursuant to the above agreement. The face value of the policy is for $1,000,000 with a remaining life of 4 years. As of December 31, 2012, the carrying value of the policy is $367,069.


		Number
Number		Exercisable
of	Exercise	at	Expiry
Shares	Price	March 31, 2013	Date

650,000	$0.22	650,000	August 8, 2016
250,000	$0.22	250,000	August 28, 2016
900,000		900,000

~~The~~Note Company evaluates the carrying value of their investment in life settlement policies on a regular basis and adjusts their total basis in the policies using new or updated information that affects their assumptions about remaining life expectancy, credit worthiness of the policy issuer, funds needed to maintain the asset until maturity, discount rates and potential return. The Company recognizes impairment on individual policies if the expected undiscounted cash flows are less than the carrying amount of the investment, plus anticipated undiscounted future premiums and capitalizable direct external costs, if any. Impairment of policies is generally caused by the insured significantly exceeding the estimate of the original life expectancy, which causes the original policy costs and projected future premiums to exceed the estimated maturity value. The Company does not believe the life settlement policies to be impaired as of December 31, 2012.10 Commitment

~~Estimated~~On ~~premiums~~March to16, be2013, ~~paid for each of~~ the ~~five~~Company ~~succeeding~~entered ~~fiscal~~into ~~years~~a tolease ~~keep~~agreement ~~all~~for ~~four~~a ~~policies~~term inof ~~force~~two asyears ~~December~~commencing ~~31,~~April ~~2012~~1, ~~are as follows~~2013.

Year 1	$	113,400
Year 2		256,200
Year 3		256,200
Year 4		222,000
Year 5		54,000
Total estimated premiums	$	901,800

As of March 31, 2103, the Company’s commitment for annual minimum future lease payments under office rental agreements are as follows:

As of December 31, 2012, $137,718 of the policy premiums has been paid on the remaining two policies and the premium payments have been capitalized in the financial statements.


Fiscal 2013	$	5,400
Fiscal 2014		22,800
Fiscal 2015		18,000
	$	46,200

OnNote April 27, 2012, the Company amended the original life settlement contract to extend the $570,000 payable due date to May 10, 2012, the contract was further amended on May 23, 2012 to extend the $570,000 payable due date to September 17, 2012, and on September 24, 2012, the contract was amended again to extend the $570,000 payable due date to October 17 2012.11 OnInvestment ~~November~~in ~~23,~~Life ~~2012~~Settlement ~~the contract was further amended to extend the contract due date for the remaining amount payable to March 29, 2013.~~Policies

On March 15, 2012, the Company entered into its first contract to acquire four life settlement policies for the aggregate sum of $570,000, payable on or before April 23, 2012. Pursuant to the agreement the Company is responsible for all premiums payable pursuant to the terms of the policies and are entitled to fifty percent of the death benefits of those policies not formally closed pursuant to the terms of the agreement. ASC 325-30, Investments in Insurance Contracts, provides that a purchaser may elect to account for its investments in life settlement contracts based on the initial investment at the purchase price plus all initial direct costs. Continuing costs (e.g., policy premiums, statutory interest and direct external costs, if any) to keep the policy in force are capitalized. The Company has elected to use the investment method and refer to the recorded amount as the carrying value of the policies.

On June 19, 2012, the Company acquired one of the four life settlement policies. The face value of the policy is $500,000 with a remaining life expectancy of 2.50 years. As of March 31, 2013, the carrying value of the policy is $144,824.

F-13

CROWN ALLIANCE CAPITAL LTD

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

~~December~~March 31, ~~2012~~2013

(Unaudited)

Note 1011 Investment in Life Settlement Policies - (cont’d)

~~Investment~~On inDecember ~~Life~~28, ~~Settlement~~2012, ~~Policies~~the -Company ~~(cont’d)~~acquired the second life settlement policy pursuant to the above agreement. The face value of the policy is for $1,000,000 with a remaining life of 3.75 years. As of March 31, 2013, the carrying value of the policy is $417,025.

AsDuring ofJanuary ~~December 31~~2013, ~~2012,~~one life settlement policy which the Company ~~has~~had ~~paid~~not aformally ~~total~~acquired ofmatured ~~$325,000~~upon ~~towards~~ the ~~$570,000~~death ~~payable~~of ~~and~~the ~~amended~~insured. The ~~the~~Company ~~contract~~received proceeds equal to ~~extend~~one half of the ~~due~~net ~~date~~proceeds ~~for~~less acquisition costs paid by Universal Settlements International Inc. aggregating $452,923. At Maturity the ~~remaining~~Company ~~payable~~had capitalized into life settlement premiums paid an amount of $~~245~~83,~~000~~715 toin ~~March~~respect ~~29,~~of ~~2013.~~this policy.

~~Note~~The 11Company evaluates the carrying value of their investment in life settlement policies on a regular basis and adjusts their total basis in the policies using new or updated information that affects their assumptions about remaining life expectancy, credit worthiness of the policy issuer, funds needed to maintain the asset until maturity, discount rates and potential return. The Company recognizes impairment on individual policies if the expected undiscounted cash flows are less than the carrying amount of the investment, plus anticipated undiscounted future premiums and capitalizable direct external costs, if any. Impairment of policies is generally caused by the insured significantly exceeding the estimate of the original life expectancy, which causes the original policy costs and projected future premiums to exceed the estimated maturity value. The Company does not believe the life settlement policies to be impaired as of March 31, 2013.

~~Subsequent~~Estimated ~~Event~~premiums to be paid for each of the five succeeding fiscal years to keep all three remaining policies in force as March 31, 2013, are as follows.

Subsequent to the period end, one life settlement policy which the Company had not formally acquired matured upon the death of the insured. The Company will receive proceeds equal to one half of the net proceeds less acquisition costs paid by Universal Settlements International Inc,


Year 1	$	64,050
Year 2		256,200
Year 3		256,200
Year 4		222,000
Year 5		54,000
Total estimated premiums	$	852,450

As of ~~December~~March 31, ~~2012~~2013, $59,500 of the ~~Company~~policy ~~had~~premiums ~~also~~has ~~capitalized~~been ~~into~~paid ~~life~~on ~~settlement~~the ~~premiums~~remaining ~~paid~~policy anand ~~amount~~the ofpremium ~~$83,715~~payments inhave ~~respect~~been ofcapitalized ~~this~~in ~~policy~~the financial statements.

On April 27, 2012, the Company amended the original life settlement contract to extend the $570,000 payable due date to May 10, 2012, the contract was further amended on May 23, 2012 to extend the $570,000 payable due date to September 17, 2012, and on September 24, 2012, the contract was amended again to extend the $570,000 payable due date to October 17 2012. On April 18, 2012 the contract was further amended to extend the contract due date for the remaining amount payable to June 28, 2013.

As of March 31, 2013, the Company has paid a total of $325,000 towards the $445,000 payable and amended the contract to extend the due date for the remaining payable of $120,000 to June 28, 2013.

F-14

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

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

We are a publicly reporting Nevada corporation formed March 4, 2010. Our business is focused on acquiring an ongoing portfolio of life settlement policies and to eventually build our own portfolio of policy purchases. A life settlement is the purchase of a life insurance policy at a discount from face value from a person who no longer needs or wants the policy. The policy owner receives a lump sum settlement and the title for the policy is transferred to the third party, which pays the future premiums due on the policy and eventually collects the death benefit.

Overview of Life Settlements

A life settlement (also sometimes known as a "viatical" if the life insured has less than 2 years to live) is the purchase of a life insurance policy at a discount from face value from a person who no longer needs or wants the policy. The policy owner receives a lump sum settlement and the title for the policy is transferred to the third party, which pays the future premiums due on the policy and eventually collects the death benefit.

Traditionally, policy owners of a life insurance contract would get access to the value built up in a policy while they are living by surrendering the policy for its cash value, withdrawing some of the accumulated surplus value (if there is any), or borrowing against the cash value. Generally, the actual value that can be accessed through these options is fairly limited. Life settlements are an alternative for those wishing to sell their policy. With a life settlement, the owner of the policy can sell their beneficial interest in a policy for cash - a life settlement. The owner often receives a higher value compared to the traditional options and is relieved from paying future premium obligations.

There is a network of licensed brokers throughout the United States through whom an individual or institution may purchase or sell an insured person's life insurance policy. These brokers represent the insured person, and they effectively 'shop' out or list for sale these insurance policies through their networks. Competing bids from life settlement companies or institutional buyers are received by the broker, who in time chooses to whom the policy will be sold. Like the real estate market, the highest offer usually secures the asset. The purchase of a life insurance policy asset is referred to as a life settlement transaction.

Life settlements are potentially profitable because the purchaser acquires a policy at a discount from the face value which is based on the insured person's life expectancy and the purchaser’s desired return on capital. The investor then continues to pay the premiums and collects the death benefit when the policy matures. The annual rates of return that purchasers can expect typically vary between 8% and 12%. In the case of an early maturity (i.e death of an insured) the return on investment can be substantially higher. In the case where the insured person lives longer than anticipated, the return on investment will be lower, and can potentially be negative.

There are many reasons for policies becoming available for settlement. These include:

Policy-holder is terminally ill and requires funds to pay medical and/or living expenses

Policy-holder no longer needs coverage

Change in business ownership makes policy obsolete

Key-man leaves the business

Policy-holder needs to raise cash

Non-profit organization owns a policy insuring the life of a key donor or benefactor who no longer wants to pay premiums

Estate tax reform in USA

Growing number of sophisticated market participants

Further regulation, demographics and a low national savings rate will drive the expansion of supply to the life settlement market. The demographic of the baby boomer generation, people born in the U.S. between 1945 and 1965, is well known and is moving towards retirement with minimal savings relative to expected post-retirement expenditures.

U.S. Life Settlement Industry

The life settlement industry began in the late 1980's. The first year of credible data available is from 1989 when about $2 million in life insurance (face amount) was purchased. This figure has grown to approximately $12 billion in 2006. Processes and technologies allowing for more efficient transfer of life policies were established in the late 90's. The life settlements market developed and began to provide liquidity to a growing segment of Americans holding life insurance policies that they no longer needed.

Though individuals have many reasons for exiting their policies, few are aware of the life settlements marketplace and either accepts the cash surrender value from the insurance company (often only a fraction of what the policy could be worth in the life settlement market) or let the policy lapse. The fundamental reason for the rapid growth of the life settlements market is consumer value. The life settlements purchaser can pay more than cash surrender value and still expect a competitive rate of return on their investment.

A report by Conning Research states that as of 2005, there was approximately US $9 trillion of life insurance in force in the US. Estimates place the US life settlement market potential between USD $240 and USD $600 billion." Bernstein Equity Research indicates that from 1990 to today the life settlement industry has grown from nil to over US $12 Billion and is expected to grow more than 10 fold to over US $125 Billion over the next several years.

Plan of Operations

Our primary objective will be to build a diversified inventory of life insurance policies both through new investment and the re-investment of the proceeds of matured policies. Initial management and administration of our life settlements portfolio will be provided by Universal Settlements International Inc. (“USI”) under an Administrative Services Agreement. USI is a Canadian company based in Burlington, Ontario. USI was incorporated in 1997 and has been operating in the life settlements sector for over a decade. USI facilitates the sale of interests in the benefits of U.S. life insurance policies to both institutional and individual purchasers and deals in numerous markets with representation across North America, South America, Central America, Asia and Europe. Further information on USI can be found on USI's website, The shareholders of USI are Jeffrey Panos of Burlington, Ontario and Christopher Halas of Mississauga, Ontario. The shareholders of USI are also shareholders in Crown Alliance Capital Limited.

Pursuant to the Administrative Services Agreement, USI has agreed to provide, on a non-exclusive basis, a number of services relating to the administration of our life settlement contracts and additional services. These services include dealing with change of ownership and change of beneficiary issues, verifying coverage under a policy, monitoring and validating premium payments required to be made, tracking each insured, managing claims, dealing with group insurance plans, maintaining records and reports on all insureds, and such other services as may be requested from time to time by us, including identifying additional policies for purchase. The Services Agreement has a fixed term of five (5) years with a mutual early termination provision of 90 days without cause. Fees for services will be charged by USI on a per policy basis.

After acquiring an initial portfolio of life settlement contracts with the assistance of USI, we intend to focus on growing our portfolio of life settlement policies going forward. The primary strategy will be to acquire additional life settlement policies that meet certain criteria and pricing guidelines, including the following:

Policies must be issued in the United States on US lives.

Policies must be issued by insurance companies rated at least "A-" or equivalent by AM Best, Moody's or S&P.

Policies must be beyond any contestability and suicide period.

Policies must allow for irrevocable beneficiary designations and absolute assignment of ownership.

Policies must allow for coverage for the whole life of the insured or allow for conversion so that coverage will continue for the whole life of the insured.

The cost of each policy acquired will be influenced by five major factors:

Face value of the policy upon maturity.

Annual premium on the policy.

Life expectancy (LE) of the insured.

Administration costs associated with the policy.

Competitive bids from other potential purchasers.

Sources for New Portfolio Acquisitions

We will use USI's network of licensed providers and brokers throughout the United States to purchase policies. Each U.S. state has different licensing requirements and, consequently, we will only transact with providers and brokers who have demonstrated they have met these licensing requirements and show financial reliability.

Process and Procedures for Policy Purchases

As detailed in the Administrative Services Agreement between us and USI, USI will assist us in identifying and facilitating the purchase of policies. Each life settlement will be subject to the due diligence process as described below:

Due Diligence Underlying a Policy Purchase

USI will source policies which meet our criteria from Qualified Service Providers (QSP’s). If a policy meets the criteria, USI will conduct due diligence to ensure that the policy is valid and meets the necessary standards. Due diligence will include:

Obtaining verification of coverage (VOC) from the insurance company. VOC will confirm various policy details such as: face amount, premium, issue date, contestability, loans, withdrawals, lapses of coverage, beneficiary and ownership information, etc.

Obtaining and reviewing actual policy or copy of policy.

Obtaining a Physician's Statement of Mental Competency for the owner of policy.

Analyzing policy illustrations.

Obtaining an authorization to procure and subsequent analysis of medical records.

Required Documents for Due Diligence

Documents listed below are required as part of the due diligence process:

Consent to Release Medical Information (Notarized)

We must be able to receive all medical documentation for at least 5 years from all physicians that an insured person may have in order to obtain an accurate life expectancy evaluation. We must also have the ability to receive updated medical records as the situation requires.

Letter of Competency (Signed by attending Physician)

This ensures that an insured person is aware of what they are doing and that they are of sound mind.

Release and Consent to Change Beneficiaries (Notarized)

All current beneficiaries must sign off with the acknowledgement that they understand and consent to being removed as beneficiaries.

Authorization to Provide Death Certificate (Notarized)

This allows us to acquire a death certificate in a legal and timely manner.

Seller's Premium Indemnification Letter (Notarized)

This ensures that all premiums are paid up to the point where ownership and beneficiary rights have been transferred.

Special Power of Attorney (Notarized)

This gives us the authority to contact and obtain any required information from doctors or insurance companies.

Personal Information of the Insured and their Contact Information

We must be able to monitor and track the insured. Contact is maintained either directly with an insured or through a friend, family member, lawyer, physician or financial planner.

Payment Instructions

This details the method of payment to an insured for their rights to ownership and beneficiary status once the closing of a policy purchase occurs.

Life Expectancy (LE) Evaluations

Insured persons who seek to sell their policies on the secondary market usually retain qualified representation to facilitate the sale. These policy brokers typically provide all medical information and LE evaluations to us so that we are able to make an informed bid on a policy. The LE evaluation is completed by independent LE evaluators who have experience in the mortality assessment domain.

We will utilize the following LE providers to determine life expectancy:

American Viatical Services of Woodstock, Georgia, USA.

21st Services of Minneapolis, Minnesota, USA.

Examination Management Services, Inc. of Waco, Texas, USA.

Fasano Associates of Washington, DC, USA.

ISC Services of Clearwater, Florida, USA.

USI research indicates that over the last several years, LE evaluators have become more conservative in their reports, largely due to the adoption of updated mortality tables.

Closing

If a policy meets all necessary criteria and the due diligence process has been completed to our satisfaction, the parties enter into a "Policy Funding Agreement" which is the agreement between the policy owner and us as the buyer of the policy. The following documents are required for the closing of each individual transaction:

Contract between us and the seller of the policy.

LE reports from 2 (two) approved list of LE providers.

Original insurance policy (certified true copy if original is lost). Identification for the insured, such as copy of social security card or driver's license. If the owner is a trust or corporation, a copy of the trust or a corporate resolution showing individuals who have signing authority.

Completed and signed tax forms for all sellers and brokers.

Executed Ownership and Beneficiary Change forms.

Funds are not disbursed to the owner or brokers until all changes are reflected in insurance company records.

Change of Ownership

USI reviews and verifies all policy information to ensure accuracy and to verify that there have been no changes, and submits the Absolute Assignment of Ownership and Beneficiary Change forms to the insurance company. Once the executed change forms are received back from the insurance company verifying that we are the owner and beneficiary of the policy, USI advises us to disburse funds as directed. This agreement with USI will be in place for the next 24 months. At the end of this time, the agreement will be reviewed and management will decide whether or not to extend them.

Tracking

Insured persons whose policies have been purchased by us are tracked by qualified personnel in USI's office and reporting to us occurs on a regular basis. Tracking includes the following:

Periodic contact with the insured, attending physician of record, or a designated person such as a family member.

Weekly social security death index checks.

Other database checks on a monthly basis.

Health statements of insured from attending physician on an as needed basis.

Regularly updated information reports.

Updated medical reports from primary physician on an as needed basis.

Updated life expectancy reports from qualified providers on an as needed basis.

Alerts when premium payments are due.

Premiums Management

Under the Services Agreement, USI will provide management services for our initial portfolio of life settlement contracts as well as for future acquisitions. Services include:

Obtaining and analyzing completed VOC (verification of coverage) forms from insurance companies for each policy. VOC forms indicate policy information, cash value figures and premium data.

Monitoring and validating premium payments required to be made.

Providing us with a premiums due schedule at least 30 days in advance of required payments.

Confirming receipt of premium payment by Insurance companies

Obtaining and analyzing updated premium illustrations as required.

Performing premium optimization analysis as appropriate.

Claims Management

Whenever there is a maturity, USI submits a death claim to the insurance company. This process involves obtaining the death certificate, obtaining necessary claim documents from the insurance company, submitting of completed documentation to the insurance company and following up verbally and in writing with the insurance carrier on the claim status until such time as the death benefit is paid to us. The death benefit check is sent directly to us by the insurance company.

As part of our long term growth strategy, we intend to vertically integrate and internalize some of the services which will initially be outsourced. There are cost reductions that could be achieved in policy tracking costs, premium management, claims management, and agent commissions.

We can accomplish vertical integration by either buying existing companies that provide the above services or creating an internal employee pool to accomplish these tasks. By integrating the above functions, we could potentially provide these services to other life settlement companies and develop an additional income stream.

Results of operations for the three and ~~six~~nine months ended ~~December~~March 31, ~~2012~~2013 and ~~2011~~2012, and for the period from March 4, 2010 (date of inception) through ~~December~~March 31, ~~2012~~2013.

WeDuring ~~have~~the ~~not~~three ~~earned~~months ~~any~~ended ~~revenues~~March ~~from~~31, ~~inception~~2013, onwe ~~March~~earned 4revenue of $452,923. The ~~2010~~source ~~through~~of this revenue was the ~~fiscal~~maturity ~~year~~of ~~ending~~one ~~December~~of ~~31,~~our ~~2012~~insurance contracts. Our Wecosts ~~are~~for ~~presently~~our insurance contacts during the quarter were $83,715, resulting in gross profit of $369,208. Our total expenses for the ~~development~~quarter ~~stage~~ended March 31, 2013 were $147,607, resulting in net income of $221,601. The largest components of our ~~business~~expenses ~~and~~were wemanagement ~~can~~fees ~~provide~~in nothe ~~assurance~~amount ~~that~~of we$81,957 ~~will~~and ~~produce~~rent ~~significant~~expense ~~revenues~~in orthe amount of $27,569. ifBy ~~revenues~~comparison, ~~are~~during ~~earned~~the three months ended March 31, ~~that~~2012, we ~~will~~generated beno ~~profitable~~revenues and had total expenses and a net loss of $81,706.

WeDuring ~~have incurred total expenses and net losses in~~ the ~~amount~~nine ofmonths ~~$586,528~~ended ~~from our inception on~~ March 431, ~~2010~~2013, ~~through~~we ~~the~~earned ~~quarter~~revenue ~~ending~~of ~~December 31~~$452, ~~2012~~923. Our ~~expenses~~costs ~~since~~for our ~~inception~~insurance ~~have~~contacts ~~consisted~~during ~~primarily~~the ofquarter ~~legal~~were ~~fees~~$83,715, ~~audit~~resulting ~~and~~in ~~accounting~~gross ~~fees,~~profit ~~management~~of ~~fees~~$369,208. Our ~~and~~total ~~rental~~ expenses. ~~During~~for the ~~quarter~~nine months ended ~~December~~March 31, ~~2012,~~2013 wewere ~~incurred~~$399,118, ~~expenses~~resulting ~~and~~in a net ~~losses~~loss infor the ~~amount~~period of $~~121~~29,~~106~~910. The Bylargest ~~comparison,~~components of our expenses during the ~~quarter~~nine months ended ~~December~~March 31, ~~2011,~~2013 wewere ~~incurred~~management ~~expenses~~fees ~~and net losses~~ in the amount of $35171,~~198. During~~957 ~~the~~and ~~six~~rent ~~months~~expense ~~ended~~in ~~December~~the ~~31,~~amount ~~2012, we incurred expenses and a net loss~~ of $~~251~~58,~~511~~707. By comparison, during the ~~six~~nine months ended ~~December~~March 31, ~~2011~~2012, we ~~incurred~~generated no revenues and had total expenses and a net loss of $85166,~~101~~807.

WeFrom ~~began the acquisition of~~ our ~~initial~~inception ~~portfolio of life settlements~~ on March 154, ~~2012,~~2010 ~~when~~through ~~we entered into a Policy Purchase agreement (~~the ~~“Agreement”)~~quarter ~~with~~ending ~~Universal~~March ~~Settlements International~~31, ~~Inc. (“USI”). Pursuant to the Agreement~~2013, we ~~agreed~~have togenerated ~~purchase all right, title, and interest in a portfolio of four (4) life insurance policies for a~~ total ~~purchase~~revenue ~~price~~ of $~~570~~452,~~000. The~~953 ~~four~~and ~~policies we~~ have ~~agreed~~experienced toa ~~purchase~~net ~~feature~~loss ~~death~~since ~~benefits~~inception ~~which~~of ~~total~~ $4364,~~500,000~~927.

Under the Agreement, we will be required to pay all premiums due under each of the acquired policies until they mature. As detailed in Schedule 1 to the Agreement, the required premiums are expected to be a total of $13,699.54 per month for three of the policies being purchased, and $42,000 per quarter for the fourth policy. In connection with our execution of the agreement, we deposited $38,194.84 toward premiums due under the four policies.11

~~The~~We ~~Agreement~~began ~~originally~~the ~~required~~acquisition usof toour ~~deposit~~initial ~~the~~portfolio ~~full purchase price~~ of ~~$570,000~~life settlements on orMarch ~~before April 23~~15, 2012, inwhen ~~order~~we toentered ~~close~~into ~~our~~a ~~purchase~~Policy ofPurchase agreement (the ~~four~~“Agreement”) ~~life~~with ~~insurance~~Universal ~~policies. Under~~Settlements anInternational, ~~Amendment~~Inc. (“USI”). Pursuant to the Agreement ~~dated April 27~~, ~~2012,~~we ~~the~~agreed ~~termination~~to ~~date~~purchase ~~was~~all ~~extended~~right, ~~to May 23~~title, ~~2012.~~and ~~Under~~interest in a ~~Further~~portfolio ~~Amendment~~of tofour ~~the~~(4) ~~Agreement,~~life ~~the~~insurance ~~final~~policies ~~payment~~for ~~deadline~~a ~~has~~total ~~been~~purchase ~~extended~~price toof ~~November 23~~$570, ~~2012~~000. The ~~Most~~four ~~recently,~~policies ~~the~~we ~~Agreement~~agreed ~~was further amended~~ to ~~change~~purchase ~~the~~featured ~~payment~~death ~~deadline~~benefits towhich ~~March~~total 29$4, ~~2013~~500,000.

Under the Agreement, we are required to pay all premiums due under each of the acquired policies until they mature. The Agreement originally required us to deposit the full purchase price of $570,000 on or before April 23, 2012 in order to close our purchase of the four life insurance policies. Under a series of Amendments to the Agreement, the final payment deadline has been extended. Most recently, the Agreement was amended to change the final payment deadline to June 28, 2013.

On June 19, 2012, we completed acquisition of the first of the four life settlement policies being purchased under the Agreement. The face value of the policy purchased is $500,000. As of March 31, 2013, the carrying value of the policy is $144,825. On December 28, 2012 we completed the acquisition of a second life settlement policy under the Agreement. The second policy purchased has a face value of $2,000,000. As of March 31, 2013, this policy has a carrying value of $417,025.

On February 5, 2013, we received notice that another of the policies being purchased under the Agreement had matured prior to our completing the acquisition of the policy. The policy had a face value of $1,000,000. Under the terms of the Agreement with USI, as extended, we received proceeds equal to one half of the net proceeds less acquisition costs paid by USI. The gross revenue we received from the maturity of this policy was $452,923. At maturity, we had $83,715 capitalized into life settlement premiums paid for this policy.

To date, we have completed the purchase of two of the four policies under the Agreement, and a third policy has matured prior to completion of our purchase, as described above. We must pay $120,000 by June 28, 2013 to complete our purchase the last of the four policies covered by the Agreement.

Estimated premiums to be paid for each of the five succeeding fiscal years to keep all three remaining policies being purchased under the Agreement, as of March 31, 2013, are as follows.


Year 1	$	64,050
Year 2		256,200
Year 3		256,200
Year 4		222,000
Year 5		54,000
Total estimated premiums	$	852,450

On June 19, 2012, we completed acquisition of the first of the four life settlement policies being purchased under the Agreement. The face value of the policy purchased is $500,000. As of December 31, 2012, the carrying value of the policy is $141,975. On December 28, 2012 we complete the acquisition of a second life settlement policy under the Agreement. The second policy purchased has a face value of $2,000,000. As of December 31, 2012, this policy has a carrying value of $367,069.

Subsequent to the reporting period, on February 5, 2013, we received notice that another of the policies being purchased under the Agreement had matured prior to our completing the acquisition of the policy. The policy had a face value of $1,000,000. Under the terms of the Agreement and our most recent extension with USI, the $125,000 purchase price for the policy will be paid from the death benefit. We and USI will then split the $875,000 in net proceeds equally.

To date, we have completed the purchase of two of the four policies under the Agreement, and a third policy has matured prior to completion of our purchase, as described above. We must pay $120,000 by March 29, 2013 to complete our purchase the last of the four policies covered by the Agreement.

Estimated premiums to be paid for each of the five succeeding fiscal years to keep all four policies being purchased under the Agreement, as of December 31, 2012, are as follows.

Year 1	$	113,400
Year 2		256,200
Year 3		256,200
Year 4		222,000
Year 5		54,000
Total estimated premiums	$	901,800

Due to the recent maturity of one of the four policies, as discussed above, the total future premium payments on the policies covered by the Agreement are expected to decrease.

Liquidity and Capital Resources

As of ~~December~~March 31, ~~2012~~2013, we had current assets of $~~103~~400,~~755~~017, consisting of cash in the amount of $97391,~~755~~658 and a prepaid ~~expense~~expenses of $68,~~000~~359. As of ~~December~~March 31, ~~2012~~2013, we had current liabilities of $2151,~~820~~677, consisting ~~entirely~~ of accounts payable in the amount of $38,583, accrued interest of $94 and notes payable of $13,000. Thus, we had working capital of $81348,~~935~~340 as of ~~December~~March 31, ~~2012~~2013. Our note payable in the amount of $13,000 was paid in full on April 4, 2013.

We will require substantial additional funding in order to continue the development of our business of acquiring a portfolio of life settlement policies. Although we are currently seeking and raising additional equity funding, we have no firm arrangements for financing and can provide no assurance that such funding will be received in an amount sufficient to pursue our planned line of business.

Off Balance Sheet Arrangements

As of ~~December~~March 31, ~~2012~~2013, there were no off balance sheet arrangements.

Going Concern

We have yet to achieve profitable operations, have accumulated losses of $~~586~~364,~~528~~927 since our inception, and we have no established source of revenue, all of which casts substantial doubt about our ability to continue as a going concern.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~December~~March 31, ~~2012~~2013. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Lorraine Fusco. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~December~~March 31, ~~2012~~2013, our disclosure controls and procedures were not effective. There have been no changes in our internal controls over financial reporting during the quarter ended ~~December~~March 31, ~~2012~~2013.

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are 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 in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. 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. Because of 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. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

A smaller reporting company is not required to include this Item. Risk factors for our current line of business can be found in our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed on September 27, 2012.

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

None.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number	Description of Exhibit
10.1	Further Amendment to Policy Purchase Agreement
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Crown Alliance Capital Limited
Date:	~~February~~April 1430, 2013
	/s/ Lorraine Fusco
By:	Lorraine Fusco
Title:	Chief Executive Officer, Chief Financial Officer and Director

1716

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