UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~June 2230, 2004

CROWN FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

NEW JERSEY	0-23410	13-1924455
New Jersey	0-23410	13-1924455
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.
(State or other jurisdiction ofincorporation)	(Commission File No.)	(IRS Employer Identification No.)

525 Washington Boulevard, Jersey City, NJ 07310

(Address of principal executive offices) (Zip Code)

(201) 459-9500

(Registrant’s telephone number, including area code)

Item 5. Other Events and Regulation FD Disclosure

~~Press~~Private ~~Release~~Placements of Crown Financial’s Securities

~~On March 25, 2004,~~ Crown Financial Group, Inc. ~~(the~~is ~~“Registrant”) issued~~ a ~~press~~New ~~release~~Jersey ~~announcing~~corporation ~~that~~and ~~the~~a ~~Board~~member of ~~Directors approved~~ the ~~request~~National ofAssociation John P. Leighton, the Registrant’s Chief Executive Officer and President, to commence an administrative leave effective March 25, 2004 to devote his full attention to addressing regulatory issues arising out of ~~his tenure~~Securities ~~with another NASD member firm. Further~~Dealers, ~~the Board of Directors approved the appointment of Charles B~~Inc. ~~Kennedy III as the acting Chief Executive Officer and President~~ (“Crown”). ~~The press release is attached hereto as Exhibit 99.1.~~

~~Director~~Since ~~Appointments~~the end of Crown’s first fiscal quarter of 2005 ended on April 30, 2004, Crown sold in privately negotiated transactions 6,906,631 shares of its common stock, not registered under the Act, to “accredited investors” (as the term is defined in Rule 501(a) of Regulation D promulgated under the Act), in exchange for $3,353,600 in cash pursuant to Section 4(2), Section 4(6) and/or 3(b) of the Act and on Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state laws. Included (but not limited to) in these private sales of Crown’s securities are the August 3, 2004 investments by Sky Capital (as defined below) which are discussed below.

On ~~March~~August 223, 2004, ~~the~~Sky ~~Board~~Capital ofEnterprises ~~Directors~~Inc., ~~appointed~~a ~~Henry~~Delaware ~~Y. L.~~corporation ~~Toh~~(“Sky toEnterprises”), ~~the~~and ~~Board~~Sky Capital Holdings Ltd., an affiliate of ~~Directors~~Sky toEnterprises ~~the~~(“Sky ~~Audit~~Holdings”) ~~and~~(collectively ~~Compensation~~referred ~~Committees~~to ofas ~~the~~“Sky ~~Board~~Capital”), ofagreed ~~Directors.~~to ~~Mr.~~purchase ~~Toh~~4,545,455 ~~has~~(equally ~~served~~split asbetween anthe ~~officer~~two ~~and~~Sky ~~director~~Capital ofentities) ~~several~~common ~~public~~stock ~~companies,~~shares ~~including~~of Crown (i“Sky Shares”) ~~Acceris~~in ~~Communications~~consideration ~~Inc.~~for ~~and~~the ~~Four~~aggregate Mpurchase ~~International,~~price ~~Inc. since~~of ~~1992~~US$1,500,000 (~~ii)~~or ~~Teletouch~~US$750,000 ~~Communications~~paid ~~Inc.~~by ~~since~~each ~~2001;~~Sky Capital entity) (~~iii~~the “Subscription Agreements”). ~~National~~The ~~Auto~~foregoing ~~Credit,~~investment ~~Inc.~~was ~~since~~made ~~1998;~~pursuant to and ~~(iv)~~in ~~Bigmar,~~reliance ~~Inc.~~upon exemption from ~~2002~~registration ~~through~~of ~~February~~securities ~~2004.~~under ~~Mr.~~Section ~~Toh~~4(2) ~~began~~of ~~his~~the ~~career~~Securities ~~with~~Act ~~KPMG~~of ~~Peat~~1933, ~~Marwick~~as ~~from~~amended ~~1980~~(the to“Act”) ~~1992,~~and ~~where~~Regulation heD ~~specialized in~~promulgated ~~International~~under ~~Taxation~~the ~~and~~Act ~~Merger~~ and ~~Acquisitions.~~in ~~Mr.~~reliance ~~Toh~~on issimilar aexemptions ~~graduate~~under ofapplicable ~~Rice~~state ~~University~~laws. The ~~appointment~~Sky ofShares represent ~~Mr.~~slightly ~~Toh~~less ~~follows~~than ~~the~~25% ~~resignations~~ of ~~Martin~~Crown’s ~~Leventhal~~outstanding ~~and~~securities ~~Robert~~as I.of ~~Turner from~~ the ~~Board~~time of ~~Directors~~this ~~and Committees thereof~~investment.

~~Additionally,~~In onaddition ~~April~~to 2,and ~~2004,~~in connection with the ~~Board~~purchase of the Sky Shares, Crown and Sky Capital executed a certain Registration Rights Agreement ~~Directors~~(“RRA”) ~~appointed~~and ~~Susan~~a ~~Stranahan~~certain ~~Ciallella~~Investors’ toRights Agreement (“IRA”). Under the ~~Board~~terms and provisions of ~~Directors~~the RRA, Crown agreed, inter alia, to prepare and ~~its~~file, ~~Compensation~~on ~~Committee.~~or ~~Ms.~~before ~~Ciallella~~January is5, ~~also~~2005, a ~~director~~registration ofstatement ~~Teletouch~~with ~~Communications,~~the ~~Inc~~U.S. Securities ~~since~~and ~~August~~Exchange ~~2002.~~Commission ~~Ms.~~(“SEC”) ~~Ciallella~~covering isthe Sky Shares for an ~~Equity~~offering ~~Partner~~on ~~with~~a ~~the~~continuous ~~law~~basis ~~firm~~pursuant ~~of Dilworth~~to ~~Paxson~~SEC ~~LLP.~~Rule Ms415. ~~Ciallella~~Under ~~concentrates~~the ~~her~~terms ~~practice~~and inprovisions ~~corporate~~of ~~and~~the ~~securities~~IRA, ~~law~~Crown agreed, ~~securities~~inter ~~litigation~~alia, ~~broker-dealer~~to ~~regulation~~appoint Michael Recca, President of Sky Holdings and ~~sports~~Sky ~~law.~~Enterprises, ~~Ms.~~as ~~Ciallella~~a ~~received~~member ~~her~~of ~~Bachelor~~Crown’s Board of ~~Science~~Directors; ~~degree~~to ~~from~~maintain its registration under the ~~University~~Securities Exchange Act of ~~Florida~~1934, as amended; to file all required reports in a timely fashion; and to hold annual ~~earned~~shareholder ~~her~~meetings ~~law~~within ~~degree~~180 atdays ~~Rutgers~~after ~~University~~the ~~School~~end of ~~Law.~~Crown’s Infiscal ~~addition~~year commencing on January 21, Ms2005. ~~Ciallella~~The RRA and the IRA contain other standard provisions found in similar agreements. The foregoing is a ~~member~~summary description of the ~~National~~terms ~~Association~~of the Subscription Agreements, the RRA and the IRA and by its nature is incomplete. It is qualified in the entirety by the texts of ~~Securities~~the ~~Dealers~~respective agreements, ~~Inc~~copies of which attached hereto as Exhibits 99.1, 99.2, 99.3 and a99.4, ~~member~~respectively. All readers of this Current Report are encouraged to read the ~~Pennsylvania~~entire ~~and~~texts ~~New~~of ~~Jersey~~those ~~Bar~~respective ~~Associations~~agreements attached hereto.

~~Filing~~These ~~Extension~~foregoing oncommon ~~the~~stock ~~Exchange~~share ~~Act~~issuances ~~Rule~~were ~~17a-5~~approved ~~Annual~~by ~~Report~~Crown’s Board of Directors. The investors in Crown’s securities had access to the kind of information about Crown that the Company would provide in a registration statement, were “accredited investors” as defined

On in ~~March~~Rule ~~30,~~501(a) ~~2004,~~of ~~the~~Regulation ~~Registrant~~D ~~filed requests~~promulgated ~~with~~under the ~~U.S.~~Act ~~Securities~~ and ~~Exchange~~represented ~~Commission~~to ~~and~~Crown ~~the~~their ~~National~~intentions ~~Association~~to ofacquire ~~Securities~~Crown’s ~~Dealers,~~securities ~~Inc.~~for toinvestment ~~extend~~purposes only ~~the~~and ~~filing~~not ~~deadline~~with ofa ~~its~~view ~~Annual~~to ~~Report~~or for sale in connection with any distribution thereof. Appropriate legends were affixed to the ~~fiscal~~certificates ~~year~~representing ~~ended~~the ~~January~~securities 31issued. Placement fees totaling $35,180 ~~2004~~were ~~(the~~paid ~~“Annual~~to ~~Report”)~~two ~~required~~placement agents in ~~under~~connection ~~Exchange~~with ~~Act~~these ~~Rule~~share ~~17a-5~~issuances. ~~The~~All ~~Registrant~~of ~~was~~the ~~granted~~proceeds anfrom ~~extension~~the toabove ~~file~~referenced ~~its~~share ~~Annual~~issuances ~~Report~~were byused nofor ~~later~~Crown’s ~~than~~working ~~April~~capital 30purposes, ~~2004.~~to ~~The~~increase ~~Registrant~~its ~~expects~~level toof ~~file~~shareholders’ ~~the~~equity ~~Annual~~and ~~Report~~its onnet acapital ~~timely~~as ~~basis~~defined in SEC Rule 15c3-1.

~~The~~Subsequent ~~Registrant was unable~~ to ~~file~~ the ~~Annual~~above-referenced ~~Report~~private bysales ~~March~~of ~~31, 2004 due to the Registrant~~Crown’s ~~recent~~securities, ~~commitment~~as of ~~substantial~~August ~~effort~~6, ~~resources and time to preparing and filing restated financial reports on an amended Annual Report on Form 10-K/A for the year ended January 31~~2004, ~~2003;~~Crown ~~amended~~has ~~Quarterly Reports on Form 10-Q/A for the quarters ended April 30~~18, ~~2003 and July 31~~460,601 ~~2003;~~common asstock ~~well~~shares asissued ~~a Quarterly Report on Form 10-Q for the quarter ended October 31, 2003 (the “Restatement”). On March 9, 2004, the Registrant completed~~ and ~~filed all public reports subject to the Restatement~~outstanding.

Release and Settlement with Sanville & Company

On June 30, 2004, Crown and John P. Leighton, its Chairman of the Board of Directors, on the one hand, and Sanville and its principal, Robert Sanville (collectively, “Sanville”), on the other hand, entered into an Amended Release and Settlement Agreement (the “Settlement”). Under the terms and provisions of the Settlement, Crown and John P. Leighton agreed to release and discharge Sanville from all claims which Crown could assert against Sanville relating to the auditing services rendered to Crown by Sanville, in consideration for a $700,000 payment by Sanville to Crown. Mr. Leighton did not receive any consideration from Sanville. Sanville served as Crown’s independent auditor from March 1, 2002 to June 12, 2003. Crown received the consideration payable under the Settlement on June 30, 2004.

ViewTrade Disposition

On July 28, 2004, Crown entered into a Stock Repurchase Agreement (the “Repurchase Agreement”) with ViewTrade Holding Corporation, a Delaware corporation (“ViewTrade”), pursuant to which Crown agreed to sell its entire beneficial interest in ViewTrade to ViewTrade. Under the terms of the Repurchase Agreement, Crown agreed to divest itself of 793,981 shares of common stock, par value $0.01 per share, of ViewTrade, which shares represented approximately 16% of ViewTrade’s outstanding securities (the “Shares”). In turn, ViewTrade agreed to pay the purchase price in the amount of US$250,000 for the Shares. The closing of the Repurchase Agreement occurred on July 29, 2004. Contemporaneously with the closing of the Shares repurchase, Timothy Demarest, Crown’s Executive Vice President and Chief Technology Officer, agreed to resign as a member of the ViewTrade Board of Directors.

Crown acquired its beneficial interest in ViewTrade when Crown’s former subsidiary, eMeyerson.com, Inc. merged into a wholly-owned subsidiary of ViewTrade on July 25, 2001. Until February 29, 2004, ViewTrade subleased approximately 5,800 square feet of the 35^th floor space from Crown, which resulted in sublease income of approximately $214,310 for the year ended January 31, 2004.

Item 7. Financial Statements and Exhibits.

1.	Financial Statements
	Not required
	NA.
2.	Pro forma Financial Information
	Not required
	NA.
3.	Exhibits
	Exhibit No.	Description
	99.1	Sky Capital Holdings Limited Subscription Agreement.
	99.2	Sky Capital Enterprises Inc. Subscription Agreement
	99.3	Sky Capital Registration Rights Agreement.
	99.4	Sky Capital Investors’ Rights Agreement.

3. Exhibits

Exhibit No.		Description
99.1		Press release of registrant issued March 25, 2004.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned’s duly authorized signatory.

Dated: ~~April~~August 96, 2004

CROWN FINANCIAL GROUP, INC. By: /s/ CHARLES B. KENNEDY Name: Charles B. Kennedy Title: ~~Acting~~Interim Chief Executive Officer and President

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release of registrant dated March 25, 2004.

Filing Compare · CROWN FINANCIAL GROUP INC