Edgar Filing: CROWN NORTHCORP INC

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB

(Mark One)

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

For the quarterly period ended: September 30, 2005

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

For transition period from ____________ to ____________

Commission File No.: 0-22936

Crown NorthCorp, Inc.
(Exact name of small business issuer as specified in its charter)

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

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS.

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
----- -----

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

As of November 11, 2005, the issuer had 13,145,778 shares of its common stock,
par value $.01 per share, outstanding.

Transitional Small Business Disclosure Format (check one). Yes No X
----- -----

CROWN NORTHCORP, INC.
FORM 10-QSB
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

INDEX

PAGES
-----

PART I

Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of September 30, 2005
and December 31, 2004...................................... 1
Condensed Consolidated Statements of Operations for the third
quarter and the nine months ended September 30, 2005 and
2004....................................................... 2
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 2005 and 2004.............. 3
Notes to Condensed Consolidated Financial Statements-
September 30, 2005 and 2004................................ 4
Item 2. Management's Discussion and Analysis.......................... 9
Item 3. Controls and Procedures....................................... 16

PART II

Item 1. Legal Proceeding.............................................. 17
Item 2. Changes in Securities......................................... 17
Item 3. Defaults Upon Senior Securities............................... 17
Item 4. Submission of Matters to a Vote of Security Holders........... 17
Item 5. Other Information............................................. 17
Item 6. Exhibits...................................................... 17

CROWN NORTHCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2005 AND DECEMBER 31, 2004

UNAUDITED
2005 2004
----------- ---------------

ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ 3,583,362 $ 3,287,104
Accounts receivable 2,400,929 1,756,639
Prepaid expenses and other assets 774,522 734,219
----------- -----------
Total current assets 6,758,813 5,777,962

PROPERTY AND EQUIPMENT - Net 471,810 283,236

RESTRICTED CASH 369,753 351,131

OTHER ASSETS
Investment in partnerships and joint ventures 1,069,456 889,449
Other investments 907,693 974,652
Loan servicing rights- net 4,900,843 6,548,653
Capitalized software cost - net 960,447 775,974
Acquisition Costs -- 2,091
Deposits 39,996 42,059
----------- -----------
Total other assets 7,878,435 9,232,878
----------- -----------
TOTAL $15,478,811 $15,645,207
=========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable 627,775 993,236
Accrued expenses: 534,713 778,125
----------- -----------
Total current liabilities 1,162,488 1,771,361

LONG-TERM OBLIGATIONS:
Allowance for loan losses & other 235,979 235,979
----------- -----------
Total long-term obligations 235,979 235,979

SHAREHOLDERS' EQUITY:
Common stock 159,401 159,401
Additional paid-in capital 20,117,522 20,117,522
Accumulated comprehensive income 221,277 536,241
Accumulated deficit (6,240,798) (6,998,239)
Treasury stock, at cost (177,058) (177,058)
----------- -----------
Total shareholders' equity 14,080,344 13,637,867
----------- -----------
TOTAL $15,478,811 $15,645,207
=========== ===========

See notes to condensed consolidated financial statements.

CROWN NORTHCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

THIRD QUARTER YEAR TO DATE
------------------------- -------------------------
2005 2004 2005 2004
----------- ----------- ----------- -----------

REVENUES:
Management fees $ 1,064,162 $ 89,902 $ 1,523,233 $ 372,671
Disposition fees -- -- 3,439,389 --
Servicing fees 1,099,099 739,698 3,457,607 2,086,926
Interest income 17,509 1,326,764 121,203 1,458,221
Gain on short term note disposition -- 417,276
Other 159,843 572,302 680,747 960,750
----------- ----------- ----------- -----------
Total revenues 2,327,497 2,728,666 9,626,338 4,878,568
----------- ----------- ----------- -----------

EXPENSES:
Personnel 1,585,791 1,336,097 4,416,213 3,434,810
Occupancy, insurance and other 1,055,194 564,551 2,333,161 1,811,214
Interest 5,753 20,613 5,753 76,848
Write off mortgage servicing rights 400,734 -- 1,592,533 --
Depreciation and amortization 187,149 146,053 534,100 487,217
----------- ----------- ----------- -----------
Total expenses 3,234,621 2,067,314 8,881,760 5,810,089
----------- ----------- ----------- -----------

INCOME (LOSS) BEFORE INCOME TAXES (894,008) 661,352 757,695 (931,521)

INCOME TAX (BENEFIT) -- -- -- --
----------- ----------- ----------- -----------

NET INCOME (LOSS) $ (894,008) $ 661,352 $ 757,695 $ (931,521)

OTHER COMPREHENSIVE INCOME
Unrealized gain/(loss) -- 4,621,852 4,631,385
Foreign currency translation adjustment (35,423) (2,358) (315,218) 13,624
----------- ----------- ----------- -----------
COMPREHENSIVE INCOME (LOSS) $ (929,431) $ 5,280,846 $ 442,447 $ 3,713,488
=========== =========== =========== ===========
EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED $ (0.07) $ 0.05 $ 0.06 $ (0.07)
=========== =========== =========== ===========
WEIGHTED AVERAGE SHARES OUTSTANDING 13,145,778 12,455,778 13,145,778 12,455,778
=========== =========== =========== ===========

See notes to condensed consolidated financial statements.

CROWN NORTHCORP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004

2005 2004
---------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 757,695 $ (931,521)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
Depreciation and amortization 539,958 474,129
Provision for impairment to mortgage servicing rights 1,592,533 --
Equity in income from investment in partnerships and joint ventures (268,266) (357,957)
Payment of Board of Directors fees by issuance of common stock 60,000
Change in operating assets and liabilities:
Accounts receivable (515,139) 915,476
Prepaid expenses and other assets (763,576) (422,428)
Accounts payable and accrued expenses 50,979 (235,627)
---------- -----------
Net cash provided (used) in operating activities 1,394,184 (497,928)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (878,879) (154,255)
Decrease (increase) in warehoused loans 127,312 (51,930)
Decrease (increase) in restricted cash (24,472) (115,954)
Other investments (166,925) 56,345
Deposits (46) --
---------- -----------
Net cash provided (used) in investing activities (943,010) (265,794)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable -- 156,598
Principal payments on notes payable -- (603,219)
---------- -----------
Net cash provided (used) by financing activities -- (446,621)
---------- -----------
NET INCREASE (DECREASE) IN CASH DURING THE PERIOD 451,174 (1,210,343)
Effect of exchange rate on cash (154,916) (45,591)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 3,287,104 2,052,065
---------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $3,583,362 $ 796,131
---------- -----------
SUPPLEMENTAL CASH FLOW INFORMATION:
CASH PAID FOR INTEREST $ -- $ 19,094
---------- -----------

See notes to condensed consolidated financial statements.

CROWN NORTHCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)

1. General and Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of
Crown NorthCorp, Inc. and subsidiaries reflect all material adjustments
consisting of only normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of results for the
interim periods. Certain information and footnote disclosures required
under generally accepted accounting principles have been condensed or
omitted pursuant to the rules and regulations of the Securities and
Exchange Commission, although the company believes that the disclosures are
adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the year-end financial
statements and notes thereto included in the company's Form 10-KSB for the
year ended December 31, 2004. Investments in majority-owned affiliates
where the company does not have a majority voting interest and
non-majority-owned affiliates are accounted for on the equity method. All
significant inter-company balances and transactions have been eliminated.
Certain reclassifications of prior year amounts have been made to conform
to the current year presentation.

2. Significant Accounting Policies

Acquisitions

Effective December 31, 2003, the company acquired 100% of the issued and
outstanding stock of Royal Investments Corp. for 12,000,000 shares of
common stock of the company. Crown now holds treasury stock 1,125,803
of the company formerly owned by Royal. Through this transaction, the
company has acquired Crown NorthCorp Limited ("CNL"), a corporation
organized under the laws of the United Kingdom, and CNL's operating
subsidiaries, including Crown Mortgage Management. The acquisition was
accounted for using the purchase method of accounting and, accordingly, the
results of operations are reflected in the financial statements from
January 1, 2004 forward. Royal was a Delaware corporation whose sole
shareholder was the company's chairman and chief executive officer.

Foreign Currency Translation

Results of operations for the company's non-U.S. subsidiaries and
affiliates are translated from the designated functional currency to the
U.S. dollar using average exchange rates during the period, while assets
and liabilities are translated at the

average monthly exchange rate in effect at the reporting date. Resulting
gains or losses from translating foreign currency financial statements are
reported as other comprehensive income (loss). The effect of changes in
exchanges rates between the designated functional currency and the currency
in which a transaction is denominated are recorded as foreign currency
transaction gains (losses).

Capitalized Software Costs

The company follows the accounting guidance as specified in Statement of
Position ("SOP") 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." The company capitalizes
significant costs in the acquisition or development of software for
internal use, including the costs of the software, materials, consultants,
interest and payroll and payroll-related costs for employees incurred in
developing internal-use computer software once final selection of the
software is made. Costs incurred prior to the final selection of software
and costs not qualifying for capitalization are charged to expense.

Investments in Partnerships and Joint Ventures

Certain of Crown's general partner and joint venture investments (ranging
from 1% to 50%) are carried at cost, adjusted for the company's
proportionate share of undistributed earnings and losses because the
company exercises significant influence over their operating and financial
activities.

Other Investments

Two wholly owned subsidiaries of the company, CRS Bond Portfolio, L.P. and
CRS Bond Portfolio II, L.P., had as their sole asset a residual interest in
a securitization of tax-exempt bonds collateralized by multifamily
projects. Since all remaining projects were under contacts for sale as of
September 30, 2004, management increased its estimate of the carrying value
of this residual interest to approximately $4,600,000 as of September 30,
2004 based upon the sales contracts. The sales contracts closed during the
fourth quarter of 2004. This increase in investment value is reflected in
comprehensive income in accordance with SFAS 130 of the Financial
Accounting Standards Board.

3. Loss Per Common Share

The losses per share for the nine months ended September 30, 2005 and 2004
are computed based on the loss applicable to common stock divided by the
weighted average number of common shares outstanding during each period.

4. Property and Equipment

Property and equipment consists of the following at September 30, 2005 and
December 31, 2004:

2005 2004
---------- -----------

Property and equipment $ 1,591,559 $ 1,365,133
Less accumulated depreciation (1,119,749) (1,081,097)
----------- -----------
Property and equipment - net $ 471,810 $ 283,236
=========== ===========

5. Preferred Stock

The company has 1,000,000 authorized shares of preferred stock. At
September 30, 2005 and December 31, 2004, Crown had no outstanding shares
of preferred stock.

6. Contingencies

The company has certain contingent liabilities resulting from contractual
requirements in the United Kingdom in regards to employment contracts
acquired in the merger with Royal. Upon termination (but only in the event
of redundancy, as defined under the employment laws of the United Kingdom),
11 employees may be entitled to receive severances based upon a formula
taking into account years and weekly pay.

The company has certain other contingent liabilities resulting from claims
incident to the ordinary course of business. Management believes that the
probable resolution of such contingencies will not materially effect the
consolidated financial statements of the company.

7. Statements of Recently Adopted Financial Accounting Standards

SFAS No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other
Intangible Assets" were issued by the Financial Accounting Standards Board
in July 2001. SFAS No. 141 requires that purchase method of accounting be
used for all business combinations entered into after June 30, 2001. SFAS
No. 142 changes the accounting for goodwill from an amortization method to
an impairment only approach. Thus, amortization of goodwill, including
goodwill recorded in past business combinations ceased upon SFAS No. 142,
which for Company was January 1, 2002. The adoption of this standard did
not materially impact the Company's financial position, results of
operations or cash flows.

SFAS No. 123 (revised 2004) "Share-Based Payment" (SFAS No. 123R), was
issued December 2004, amends SFAS No. 123 and supersedes Accounting
Principles Board Opinion No. 23, "Accounting for Stock Issued to
Employees," and its related implementation guidance. SFAS No. 123R
establishes standards for the accounting for transactions in which an
entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange
for goods or services that are based on the fair value of the entity's
equity instruments or that may be settled by the issuance of such equity
instruments. SFAS No. 123R requires a public entity to measure the cost of
employee services received in exchange for an award of equity instruments
based on the grant-date fair value of the award. Costs are to be recognized
over the period during which an employee is required to provide services in
exchange for the award. SFAS No. 123R is effective as of the beginning of
the first interim or annual reporting period that begins after December 15,
2005. The company does not anticipate that the adoption of this statement
will have a material effect on the financial position or results of
operations.

SFAS No. 153 "Exchanges of Nonmonetary Assets, an amendment of Accounting
Principles Board Opinion No. 29," eliminates the exception for nonmonetary
exchanges of similar productive assets and replaces it with a general
exception of exchanges of nonmonetary assets that do not have commercial
substance. A nonmonetary exchange has commercial substance if the future
cash flows of the entity are expected to change significantly as a result
of the exchange. SFAS No. 153 is effective for nonmonetary asset exchanges
occurring in the fiscal period beginning after June 15, 2005. The company
does not anticipate that the adoption of this statement will have a
material effect on the financial position or results of operations.

In December 2003, the FASB issued a revision to Interpretation No. 46,
"Consolidation of Variable Interest Entities, an Interpretation of ARB No.
51" ("FIN 46R") issued in January 2003. FIN 46R clarifies the application
of ARB No. 51, "Consolidated Financial Statements," with respect to certain
entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for
the entity to finance its activities without additional subordinated
financial support. FIN 46R requires the consolidation of these entities,
known as variable interest entities ("VIEs"), by the primary beneficiary of
the entity. The primary beneficiary is the entity, if any, that will absorb
a majority of the entity's expected losses, receive a majority of the
entity's expected residual returns, or both. Among other changes, the
revisions of FIN 46R clarified some requirements of the original FIN 46
issued in January 2003, eased some implementation problems and added new
scope exceptions. FIN 46R deferred the effective date of the interpretation
for public companies to the end of the first reporting period after March
15, 2004, except that all public companies must at

minimum apply the provisions of the interpretation to entities that were
previously considered "special-purpose entities" under the FASB literature
prior to the issuance of FIN 46R by the end of the first reporting period
ending after December 15, 2003. During the year ended December 31, 2003,
adoption of FIN 46R did not have a material impact on the company's
financial statements.

Item 2. - Management's Discussion and Analysis

THE COMPANY'S BUSINESSES

Crown provides comprehensive financial services to holders of real estate
interests in Europe and the United States. Principal business activities include
third-party asset management and loan servicing. Additional Crown businesses
include an interest in a company that originates sub-prime residential real
estate loans in the United Kingdom. Crown's business lines in Europe and the
United States generate revenues in several ways: management of commercial,
multifamily and residential real estate and loan assets for the account of
others; loan servicing and mortgage management on an active or standby basis of
individual loans, loan portfolios and assets in securitized transactions; fees
and other income associated with loan origination and the securitization of
those loans; risk management, fund management, financial advisory and due
diligence services; and administration of the interests of various corporations,
partnerships, investments consortiums and special-purpose entities.

In 2004, Crown generated net income in 2004 primarily from asset sales that
yielded very significant returns from the residual interest the company held in
a securitization of tax-exempt bonds. In 2005, a substantial portion of the loss
reported in the first quarter was attributable to a charge to earnings to adjust
downward the value of the company's servicing rights as a result of a contract
termination. Net income reported in the second quarter of 2005 was primarily
derived from very substantial management and servicing fees earned in the
disposition of certain assets managed under contract. The loss being reported in
the third quarter of 2005 primarily reflects reductions in loan servicing values
resulting from faster-than-anticipated loan payoffs in a portfolio of loans in
Europe. Separate and apart from these quarterly fluctuations, Crown continues to
incur losses from operations. The company is actively addressing presently
unprofitable business lines and deploying resources, primarily in Europe, to
replace expiring or terminating contracts, pursue opportunities in the banking
sector and otherwise seek to expand its businesses and attempt to return to
operating profitability. The company continues to develop partnerships, business
combinations or other arrangements or transactions to leverage the company's
liquidity and capital resources, maximize the value of its core businesses,
provide opportunities for recurring revenue and improve operating results.

FORWARD LOOKING STATEMENTS

The statements contained in this report that are not purely historical are
forward-looking statements within the meaning of Section 21E of the Exchange
Act, including statements regarding the company's expectations, hopes,
intentions or strategies regarding the future. Forward-looking statements
include terminology such as "anticipate," "believe," "has the opportunity,"
"seeking to," "attempting," "appear," "would," "contemplated," "believes," "in
the future" or comparable language. All forward-looking statements

included in this document are based on information available to the company on
the date hereof, and the company assumes no obligation to update any such
forward-looking statements. It is important to note that the company's actual
results could differ materially from those in such forward-looking statements.
The factors listed below are among those that could cause actual result to
differ materially from those in forward-looking statements. Additional risk
factors are listed from time to time in the company's reports on Forms 10-QSB,
8-K and 10-KSB.

Among the risk factors that could materially and adversely affect the future
operating results of the company are:

- The company is sustaining losses from operations. Management believes that
growth in its core asset management and servicing businesses, primarily in
Europe, will increase recurring revenue and lead to consistent operating
profitability, but there can be no assurance of this.

- Crown has and will continue to attempt to utilize proceeds from the
disposition of assets under management to maintain and expand business
volumes, primarily in Europe. There can be no assurance that the company
will be able to successfully redeploy these proceeds to generate new
business that results in operating profitability.

- Crown's capital resources remain limited when compared to virtually all of
its competitors. To successfully compete for many business opportunities,
the company will need to form partnerships, alliances or other combinations
if it cannot increase its capital through profitable operations or other
means.

- Crown and certain of its subsidiaries operate as rated servicers. If these
entities were to no longer be rated, or if those ratings were lowered,
there would be an adverse effect on the company's operations. Crown's
business volumes and financial condition may affect its servicer ratings.

OUTLOOK

Crown provides comprehensive, integrated financial services addressing all
phases of the life cycle of an asset from acquisition to disposition. The
company's asset management work often includes asset securitizations and other
complex capital markets transactions. Participants in such transactions
typically require the involvement of a rated servicer and asset manager. In this
regard, Crown is well-positioned as the first servicer in Europe to receive
multiple ratings for commercial and residential servicing from three rating
agencies. These comprehensive ratings and the company's success in transactions
such as the Crown Fastighter AB ("CFAB") transaction closed at the end of the
second quarter have generated new asset management business in Europe. The
market knowledge Crown

has obtained from operating in several countries is aiding in identifying
additional opportunities.

The company's loan servicing and mortgage management business in Europe includes
a wide range of commercial, multifamily and residential loans. Crown provides
servicing on both an active and standby basis. While certain servicing
portfolios have reduced in size, the company is obtaining additional commercial
and residential servicing and mortgage management business, particularly in
Germany. The company, in conjunction with a joint venture partner, is seeking to
continue to develop its master servicing business.

Crown holds a minority interest in Rooftop Mortgages Limited, which is
originating sub-prime residential loans in the United Kingdom. The company
anticipates continued activity in this category and seeking to develop similar
business lines elsewhere in Europe. Crown is continuing with the development of
the capability to originate commercial mortgage loans in the U.K. Both
residential and commercial originations should increase loan servicing and
mortgage management portfolios. The company continues to pursue opportunities in
the banking sector to further expand lending and servicing opportunities in
Europe.

In the United States, the company is in active discussions with possible
strategic partners regarding ongoing operations. Opportunities under
consideration may possibly increase the servicing volumes in the U.S. through
participation in a commercial mortgage lending program, the acquisition of
servicing portfolios or other means. Pending the outcome of these discussions,
operations in the U.S. continue in transition following the disposition in 2004
of a substantial portion of assets under management in the U.S. A small number
of assets remain under management in the United States and efforts are under way
to resolve these.

Crown is committing funds derived from its core business activities in Europe to
further expand those businesses in Germany, Scandinavia, the United Kingdom and
other European markets as well as the United States. Crown continues to actively
explore additional partnerships, alliances and other business structures with
existing and new clients that facilitate the development of business both in
Europe and the United States. The company provides investment capital to such
entities to advance growth opportunities maximizing the value of Crown's
comprehensive financial services and providing recurring revenue to its business
lines. In certain cases, such investments may be made in conjunction with an
investment partner. Crown believes that proceeding in this manner is the most
effective way of expanding the company's revenues and achieving sustained
operating profitability.

RESULTS OF OPERATIONS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2005 COMPARED TO
THE THIRD QUARTER ENDED SEPTEMBER 30, 2004

Total revenues decreased $388,053 to $2,340,613 for the third quarter of 2005
from $2,728,666 during the same period in 2004. The majority of the decrease is
attributable to interest received in 2004 from the sale of a certain property
collateralizing a residual interest in housing revenue bonds. This decrease was
partially offset by increases in management fees received in 2005.

Management fees increased $974,260 to $1,064,162 for the third quarter ended
September 30, 2005 from $89,902 for the corresponding period in 2004. The
majority of this increase is attributable to the accrual of special servicing
fees relating to the management of sub-performing loan portfolios from European
operations. Also contributing to the increase were fees earned from a new asset
management contract in Europe totaling some $306,000. These increases were
partially offset by a decrease in fees earned in the U.S. of some $30,000 due to
a reduction in assets managed.

Servicing fees increased to $1,099,099 for the quarter ended September 30, 2005
from $739,698 for the quarter ended September 30, 2004. This $359,401 increase
is the result of service fees earned from European operations increasing some
$364,000 as the result of new contracts and increased volumes in existing
contracts and a decline in U.S. service fees of some $6,000 due to a reduction
of the servicing portfolio.

Interest income decreased to $17,509 for the quarter ended September 30, 2005
from $1,326,764 for the corresponding period in 2004. This decrease, as noted
above, is due almost entirely to the receipt of cash in 2004 from a residual
interest in a securitization of tax-exempt bonds owned by Crown subsidiaries.
The receipt came as the result of the sale of a property collateralizing the
bonds.

Other income decreased to $159,843 for the quarter ended September 30, 2005 from
$572,302 for the same period in 2004. This decrease of some $412,000 was
attributable to a decrease in expected tax refunds in Europe of some $181,000
and a decrease in European joint venture income of approximately $217,000.

Personnel expenses include salaries, related payroll taxes and benefits, travel
and living expenses and professional development expenses. Personnel expenses
increased $249,694 to $1,585,791 for the third quarter of 2005 from
$1,336,097 for the same period in 2004. The increase was due to increases in
European payroll costs and travel as well as start-up costs incurred for the new
office in Germany. These increases totaled approximately $396,000. These
increases were partially offset by reductions in U.S payroll and travel costs of
some $175,000.

Occupancy, insurance and other operating expenses increased to $1,055,194 for
the quarter ended September 30, 2005 from $564,551 for the comparable period in
2004. The

increase of $490,643 was attributable in part to increases in office rent and
bad debt expenses in Europe of some $256,000 and $187,000 respectively. Also
contributing to the increase was an increase in professional services of
approximately $84,000 and an increase in general office overhead of
approximately $25,000. The company's new office in Germany was responsible for a
$10,000 increase in operating expenses. In the United States, the company
experienced a net decrease in these expenses of approximately $29,000.
Offsetting the increases in Europe was a decrease of approximately $51,000 in
computer-related expenses.

Interest expense decreased to $5,753 for the third quarter of 2005 from $20,613
for the third quarter of 2004. The decrease is due entirely to the reduction of
borrowings for the European operations.

The write-down of capitalized mortgage servicing rights increased by
approximately $401,000 over the corresponding period in 2004. This action
was necessitated by the early payoff of several loans in the company's U.S.
servicing portfolio as well as reductions in the value of the European servicing
portfolios due to early payoffs.

Depreciation and amortization increased from to $187,149 for the quarter ended
September 30, 2005 from $146,053 for the third quarter of 2004. The majority of
the $41,096 increase is the result of a depreciation expense increase of
approximately $18,000 attributable to European operations and an increase in
depreciation expense attributable to the U.S. operations of some $7,000. The
amortization of capitalized servicing and software costs associated with
European operations increased approximately $14,000.

Other comprehensive income decreased to $0 for the quarter ended September 30,
2005 from $4,621,852 for the quarter ending September 30, 2004. The majority of
this decrease is from a 2004 change in estimated carrying value of an investment
in the residual interest in a securitization of tax-exempt housing bonds. (see
Note 2 - Significant Accounting Policies- to the Condensed, Consolidated
Financial Statements).

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2004

Total revenues increased $4,760,887 to $9,639,455 in the first nine months of
2005 from $4,878,568 during the same period in 2004. The majority of the
increase is attributable to disposition fees and servicing fees generated from
European operations.

Management fees increased $1,150,562 to $1,523,233 for the nine months ended
September 30, 2005 from $372,671 for the corresponding period in 2004. This
increase can be attributed in large measure to the receipt of approximately
$276,000 as part of a final settlement of an early termination of a servicing
contract held by one of the company's European subsidiaries. Also contributing
to the increase was the accrual of special servicing fees relating to the
management of sub-performing loans and the addition

of a new management contract in Europe. These fees totaled approximately
$1,016,000. These increases were offset by a decrease in fees earned in the U.S.
of some $180,000 due to a reduction in assets managed.

Disposition fees increased approximately $3.4 million for the nine months ended
September 30, 2005 compared to no disposition fees for the comparable period in
2004. On June 30, 2005, Crown European Holding Limited ("CEH"), a subsidiary of
Crown, sold all of the stock of CFAB. At the time of the sale, CFAB held a
portfolio of 59 real estate assets in Sweden. Crown managed the assets in the
portfolio. Pursuant to the terms of agreements governing this management
relationship, Crown received incentive compensation of $3,439,389 net of payment
of expenses.

Servicing fees increased $1,370,681 to $3,457,607 for the nine months ended
September 30, 2005 from $2,086,926 for the first nine months of 2004. This
increase is the result of service fees earned from European operations
increasing some $1,360,000 as the result of new contracts and increased volumes
in existing contracts. Also contributing to the increase was the net effect of a
one-time prepayment fee received in the U.S.

Interest income decreased $1,337,018 to $121,203 for the nine months ended
September 30, 2005 from $1,458,221 for the corresponding period in 2004. This
decrease, as noted above, is due almost entirely to the receipt of cash in 2004
from a residual interest in a securitization of tax-exempt bonds owned by Crown
subsidiaries. The receipt came as the result of the sale of a property
collateralizing the bonds.

In conjunction with the sale of CFAB and its receipt of the incentive
compensation noted above, Crown purchased from two holders approximately $3.5
million in promissory notes payable by Royal LLC. Royal LLC was an owner of
approximately 26.7% of CEH. Royal LLC then repaid the promissory notes in full
from its proceeds of sale. The amount of the Royal distribution received in
excess of the amounts needed to repay the notes in full was approximately
$417,000.

Other income decreased to $680,747 for the nine months ended September 30, 2005
from $960,750 for the comparable period in 2004. This decrease of some $280,000
was attributable to a decrease in expected tax refunds in Europe of some
$289,000 and a decrease in joint venture income of approximately $91,000. This
decrease was partially offset by receipt of approximately $100,000 as a guaranty
fee in connection with the CEH sale of CFAB mentioned above.

Personnel expenses include salaries, related payroll taxes and benefits, travel
and living expenses and professional development expenses. Personnel expenses
increased $981,403 to $4,416,213 for the first nine months of 2005 from
$3,434,810 for the same period in 2004. The majority of the increase was due to
an increase in payroll and contract labor costs in Europe of approximately
$577,000 arising from addition personnel in the company's information
technology, compliance and loan servicing areas. Additional

contributing factors to the increase were start-up costs incurred for the new
office in Germany of approximately $391,000 and increases in U.S. payroll,
contract payroll and travel of some $17,000.

Occupancy, insurance and other operating expenses increased to $2,333,161 for
the nine months ended September 30, 2005 from $1,811,214 for the comparable
period in 2004. The $521,947 increase in these expenses was attributable to
increases in office rent and bad debt expenses of approximately $321,000 and
$203,000 respectively for European operations. Professional services, which
include, among other categories, legal fees, rating agency fees and audit fees
increased some $187,000. Other increases of some $73,000 relate to activities of
the company's new offices in Germany. In the United States, the company
experienced a net decrease in these expenses of approximately $76,000.
Offsetting the increases in Europe was a decrease of approximately $202,000 in
expenses attributable to information technology in Europe.

Interest expense decreased to $5,753 for the nine months ended September 30,
2005 from $76,848 for the comparable period in 2004. The decrease is due to the
repayment of European debt during 2004.

The write down of capitalized mortgage servicing rights increased by
approximately $1,593,000 over the corresponding period in 2004. The majority of
this write down was necessitated by the termination of a subservicing agreement
held by one of the company's European subsidiaries, which termination was not
for cause but rather the result of a business decision by the company's client
to perform the servicing itself. The termination was effective as of March 31,
2005. In accordance with SFAS No. 5 "Accounting for Contingencies," the company
provided for the reduction in the value of its servicing portfolio by making the
$1,069,000 charge to current earnings at that date. The remainder of the
write-down was due to declines in the value of the servicing portfolios
occasioned by early loan payoffs.

Depreciation and amortization increased to $534,100 for the third quarter of
2005 from $487,217 for the corresponding period in 2004. The majority of the
$46,883 increase is the result of an adjustment to the amortization of
capitalized servicing costs in 2004 of approximately $44,000. This $44,000
decrease is offset by increases in depreciation expense of some $55,000
attributable to European operations and some $32,000 attributable to U.S.
operations and amortization of capitalized software costs.

Other comprehensive income decreased to $0 for the quarter ended September 30,
2005 from $4,631,385 for the comparable period in 2004. The majority of this
decrease is from a 2004 change in estimated carrying value of an investment in
the residual interest in a securitization of tax-exempt housing bonds. (see Note
2 - "Significant Accounting Policies"- to the Condensed, Consolidated Financial
Statements).

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

Cash and cash equivalents increased by $451,174 to $3,583,362 at September 30,
2005 from $3,287,104 at December 31, 2004. The increase was due primarily from
ongoing operations. The company's domestic and European operations presently
have no operating lines or similar bank credit facilities. The European
operations do have a warehouse facility to fund lending operations. Crown is
increasing its liquidity through asset sales and is also seeking to further
improve liquidity and access to cash resources by generating new business
revenues, raising additional capital and, in selected instances, entering into
strategic alliances.

Management anticipates that the results of operations for the remainder of the
year will be sufficient to fund its cash operating obligations. However, the
company will continue to seek to expand revenues for its existing client base
while endeavoring to develop new sources of revenue and capital.

HISTORICAL CASH FLOWS

Cash flows from operating activities provided $1,394,184 during the first nine
months of 2005. These activities used $497,928 in the corresponding period of
2004.

Investing activities used $943,010 during the first nine months of 2005. For the
comparable period in 2004, $265,794 was used for investing activities. The
increase in use of funds over 2004 is attributable in part to purchases of
property and equipment and an increase in investments.

Financing activities used $0 in 2005 as compared to $446,621 for the same period
in 2004. The use in 2004 was for the repayment of debt.

Item 3. - Controls and Procedures

Crown's principal executive and financial officers have evaluated the company's
disclosure controls and procedures in place on September 30, 2005 and have
concluded that they are effective. There have been no significant changes in
Crown's internal controls or in other factors since that date that could
significantly affect these controls.

PART II - OTHER INFORMATION

Item 1. - Legal Proceedings

None

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

None

Item 3. - Defaults Upon Senior Securities

None

Item 4. - Submission of Matters to a Vote of Security Holders

None

Item 5. - Other Information

None

Item 6. - Exhibits

31.10 Certification of officers of Crown Filed herewith.
32.9 Certification of officers of Crown Filed herewith.

SIGNATURES

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

CROWN NORTHCORP, INC.

Dated: November 11, 2005 By: /s/ Rick Lewis
------------------------------------
Rick Lewis, Vice President,
Treasurer and Chief Financial
Officer

By: /s/ Stephen W. Brown
------------------------------------
Stephen W. Brown, Secretary

INDEX TO EXHIBITS

31.10 Certification of officers of Crown (1)
32.9 Certification of officers of Crown (1)

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(1) Filed herewith.