CrownThrown

The auditor issued a going-concern emphasis of matter paragraph in its audit report. The company had only recently commenced operations, had no operating capital, and was wholly dependent on CRL and CrownThrown for funding its operations with no assurance those parties would continue to provide resources.

“The accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the balance sheet, certain conditions including recent commencement of operations and lack of operating capital raise substantial doubt about the Company's ability to continue as a going concern.”

CRL is simultaneously the sole current stockholder of the issuer, the obligee on $5.7M in loans from the issuer, the party to which all offering proceeds are transferred, and holds a security interest in all issuer assets (including its CRL membership interest) with foreclosure rights if the issuer cannot repay. CRL can also retain excess proceeds from selling Unsold Shares and prohibits dividends until obligations are fully repaid.

“If we are unable to pay CRL the full $5,700,000 due pursuant to the CRL Agreements, plus interest on the Share Acquisition Loan, on or before December 31, 2020, we will be required to transfer to CRL any of the 95,000 shares of our common stock subject to this offering that remain unsold at that time (the 'Unsold Shares'), which would result in dilution of your investment.”

Steven Glassman is simultaneously the sole officer and director of Philadelphia Powderkegs, Inc. (the issuer), Executive Vice President of CrownThrown (the controlling entity of CRL), and General Manager of League Operations of CRL (the entity to which all offering proceeds are paid). His obligations to investors in CrownThrown and CRL may conflict with the best interests of Powderkegs shareholders.

“Steven Glassman our President, Treasurer, Secretary, and sole Director, is also General Manager of League Operations of CRL, and Executive Vice President of CrownThrown, the managing member and largest holder of membership interests in CRL. Accordingly, he may have obligations to investors in CrownThrown and/or CRL, the fulfillment of which may not be in our best interests and, potentially, the operation of The Crown League.”