Form S-1 CROE, INC.

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October 21, 2016 6:04 AM EDT

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Securities Act File No. _____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1


☒Registration Statement Under the Securities Act of 1933
	☐	Pre-effective Amendment No.
	☐	Post-effective Amendment No.

CROE, INC.

(Exact Name of Registrant as Specified in Charter)

11650 South State St., Ste. 240

Draper, Utah 84020

(Address of Principal Executive Offices)

(801) 816-2522

(Registrant’s Telephone Number, Including Area Code)

Mrs. Deborah Thomas, Chief Executive Officer

CROE, Inc.

11650 South State St., Ste. 240

Draper, Utah 84020

(Name and Address of Agent for Service)

Copies to:

John D. Thomas, Esq.

John D. Thomas, P.C.

11650 South State Street, Suite 240

Draper, UT 84020

Telephone: (801) 816-2536

Facsimile: (801) 816-2537

Approximate Date of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller reporting company [X]

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

Title of Securities Being Registered

Amount Being Registered (1)

Proposed Maximum
Aggregate

Offering Price (2)

Amount of

Registration Fee

Common stock ($0.001 par value)

850,000

$42,500

$5.41

(1)

Represents 850,000 shares of our common stock being registered for resale on behalf of the selling shareholders named in this registration statement. In accordance with Rule 416(a), this registration statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

(2)

(3)

Until such time as our common shares are quoted on the OTC Markets, our shareholders will sell their shares at the price of $.05 per share which is their purchase price.

Calculated under Section 6(b) of the Securities Act of 1933 as $.00012880 of the aggregate offering price.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED NOVEMBER__, 2016

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, NOVEMBER__, 2016

850,000 Shares of Common Stock

CROE, INC.

This prospectus relates to the exchange and resale of shares of Common stock of CROE, Inc. (hereafter, “we” “us” “our”, “CROE” or the “Company”) by certain holders of common shares (“Holders”) of the Company, at a price of $0.05 per share until our shares of common stock are quoted on the OTC Markets quotation service. We will not receive any of the proceeds from the sale of the shares by the holders.

There are no underwriting commissions involved in this offering. We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTC Markets quotation platform. There is no guarantee that our securities will ever trade on the OTC Markets or on any listed exchange.

We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 ("Jobs Act"), and will therefore be subject to reduced public company reporting requirements.

An investment in our common stock is subject to many risks and an investment in our shares will also involve a high degree of risk. See “Risk Factors” on page 4 to read about factors you should consider before purchasing shares of our common stock.

_______________________________________

Neither the SEC nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the SEC. The selling stockholders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is November___, 2016

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The selling stockholders are not offering to sell these securities in any jurisdiction where such offering or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS AND PROJECTIONS	1
PROSPECTUS SUMMARY	2
RISK FACTORS	4
SELLING STOCKHOLDERS	8
PLAN OF DISTRIBUTION	12
LEGAL PROCEEDINGS	13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS	13
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	16
DESCRIPTION OF SECURITIES	16
INTEREST OF NAMED EXPERTS	18
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES	18
DESCRIPTION OF BUSINESS	19
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23
FAIR VALUE OF FINANCIAL INSTRUMENTS	26
PER SHARE INFORMATION	26
STOCK OPTION GRANTS	26
PROPERTIES	26
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	26
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	27
EXECUTIVE COMPENSATION	29
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END DECEMBER 31, 2015	30
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	30
LEGAL MATTERS	31
EXPERTS	31
ADDITIONAL INFORMATION	31
PART C - OTHER INFORMATION	32
PROSPECTUS	42

FORWARD-LOOKING STATEMENTS AND PROJECTIONS

All statements contained in this prospectus that are not historical facts, including statements regarding anticipated activity, are “forward-looking statements” within the meaning of the federal securities laws, involve a number of risks and uncertainties and are based on our beliefs and assumptions and information currently available to us. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “objective,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “forecast,” “continue,” “strategy,” or “position” or the negative of such terms or other variations of them or by comparable terminology. In particular, statements, express or implied, concerning future actions, conditions or events, future operating results or the ability to generate sales, income or cash flow are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including:

The level of competition in the athletic apparel industry;

Our ability to obtain additional capital to finance development, manufacturing and production of products either currently being developed or that we may hereafter acquire;

Our reliance upon management and particularly Deborah Thomas, our Chief Executive Officer, to execute our business plan;

The price of our common; and

The risks, uncertainties and other factors we identify in “Risk Factors” and elsewhere in this prospectus and in our filings with the SEC.

We caution readers not to place undue reliance on any such forward-looking statements, which statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.

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PROSPECTUS SUMMARY

This summary highlights some of the information in this prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the more detailed information set forth under “Risk Factors” and the other information included in this prospectus. Except where the context suggests otherwise, the terms “we,” “us,” “our,” “CROE” and the “Company” refer to CROE, Inc. We refer in this prospectus to our executive officers and other members of our management team, collectively, as “Management.”

Company Organization

CROE, Inc. is an early stage fitness apparel company with the mission of creating supportive, protective, and innovative sports bras and fitness apparel. We were incorporated on December 2, 2013 in the state of Utah by our principal executive Deborah Thomas. Our business office and mailing address is 11650 South State Street, Suite 240, Draper, Utah 84020, and our telephone number is (801) 816-2522. Our website is www.croefit.com and is not part of this prospectus.

Business

Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our water and radio-wave resistant sportsbra pocket ("CroeNest") and other apparel;(iv) development of our brand; (v) and marketing and sales of Croe hats and jewelry. We have not completed development of our CroeNest and apparel and there is no assurance that we will be successful in completing the development.

From our inception on December 2, 2013, until the present, we have had limited operating activities. During the nine months ended September 30, 2016 and 2015, we had revenues of $-0- and $308 respectively. During the fiscal years ending December 31, 2015 and 2014, we had revenues of $308 and $1,192, respectively.

During the fiscal years ending December 31, 2015 and 2014, we received related party loans. The balance due on these loans as of December 31, 2015 and 2014 was $17,149 and $12,999, respectively. During 2016, we have received an aggregate of $39,000 from the sale of our common stock. We have used all proceeds from the loans and the offering for working capital.

Emerging Growth Company

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

The date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

The date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.

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As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

The Offering

As of the date of this prospectus we had 10,915,000 shares of common stock outstanding.

Selling shareholders are offering up to 850,000 shares of common stock. The selling shareholders will offer their shares at $.05 per share until our shares are quoted on the OTC Markets quotation service and thereafter at prevailing market prices or privately negotiated prices.

We will pay all expenses of registering the securities, estimated at approximately $42,000. We will not receive any proceeds of the sale of these securities.

To be quoted on OTC Markets, a market maker must file an application on our behalf in order to make a market for our common stock. The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

Financial Summary

The tables and information below are derived from our audited financial statements for the years ended December 31, 2015 and 2014, and unaudited financial statements for the nine months ended September 30, 2016 and 2015. Our working capital as of December 31, 2015 and 2014, was a deficit of $16,775, and $11,265, respectively. As of October 17, 2016, we had cash on hand of $589.

	At December 31, 2015 Audited			At December 31, 2014 Audited
Financial Summary

Cash	$	0		$	211

Total Assets	$	2,013		$	2,502

Total Liabilities	$	18,788		$	13,767

Total Stockholders’ Equity (Deficit)	$	(16,775	)	$	(11,265	)

	Year Ended December 31, 2015 Audited			Nine Months Ended September 30, 2016 Unaudited
Statement of Operations

Revenue	$	308		$	0

Cost of Sales and Operating	$	5,818		$	31,011

Net Loss for the Period	$	5,510		$	31,011

Net Loss per Share	$	(0.00	)	$	(0.00	)

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RISK FACTORS

An investment in our securities involves certain risks relating to our business and operations. You should carefully consider these risks, together with all of the other information included in this prospectus, before you decide whether to purchase shares of our Company. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens, the trading price of our common stock could decline and you may lose all or part of your investment.

Risks Related to Our Business

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Our audited financial statements for the years ended December 31, 2015 and 2014, were prepared assuming that we will continue our operations as a going concern. We do not, however, have a history of operating profitably. Consequently, our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Our continued operations are highly dependent upon our ability to increase revenues, decrease operating costs, and complete equity and/or debt financings. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We estimate that we will not be able to continue as a going concern after December 31, 2016 unless we are able to secure capital from one of these sources of financing. If we are unable to secure such financing, we may cease operations and investors in our common stock could lose all of their investment.

We have not voluntarily implemented various corporate governance measures, in the absence of which, shareholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, and audit committee oversight. We have not yet adopted any of these corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1,000,000,000, if we issue more than $1,000,000,000 in non-convertible debt in a three year period, or if the market value of our common stock held by non-affiliates exceeds $100,000,000 as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following June 30. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

If we are unable to retain our staff, our business and results of operations could be harmed.

Our ability to compete with other athletic apparel companies, and develop our business is largely dependent on the services of Deborah Thomas and Elliott Polatoff, our Chief Executive Officer and Secretary respectively, and other employees and contractors which assist her in management and operation of the business. If we are unable to retain Mrs. Thomas’ services and to attract other qualified senior management and key personnel on terms satisfactory to us, our business will be adversely affected. We do not have key man life insurance covering the life of Mrs. Thomas and, even if we are able to afford such a key man policy, our coverage levels may not be sufficient to offset any losses we may suffer as a result of Mrs. Thomas’ death, disability, or other inability to perform services for us.

We may acquire businesses and enter into joint ventures that will expose us to increased operating risks.

As part of our growth strategy, we intend to acquire other athletic apparel related businesses. We cannot provide any assurance that we will find attractive acquisition candidates in the future, that we will be able to acquire such candidates on economically acceptable terms or that we will be able to finance acquisitions on economically acceptable terms. Even if we are able to acquire new businesses in the future, they could result in the incurrence of substantial additional indebtedness and other expenses or potentially dilutive issuances of equity securities and may affect the market price of our common stock or restrict our operations. We have also entered into joint venture arrangements intended to complement or expand our business and will likely continue to do so in the future. These joint ventures are subject to substantial risks and liabilities associated with their operations, as well as the risk that our relationships with our joint venture partners do not succeed in the manner that we anticipate.

We face intense competition and, if we are not able to effectively compete in our markets, our revenues may decrease.

Competitive pressures in our markets could adversely affect our competitive position, leading to a possible loss of customers or a decrease in prices, either of which could result in decreased revenues and profits. Our competitors are numerous, ranging from large multinational corporations, which have significantly greater capital resources than us, to relatively small and specialized firms. We also compete with the major manufacturers. Our business could be adversely affected because of increased competition from these athletic apparel companies.

Current and future litigation could adversely affect us.

We are not currently involved in any legal proceedings. However, we may become involved in other legal proceedings in our ordinary course of business. Lawsuits and other legal proceedings can involve substantial costs, including the costs associated with investigation, litigation and possible settlement, judgment, penalty or fine. As a smaller company, the collective costs of litigation proceedings can represent a drain on our cash resources, as well as an inordinate amount of our Management’s time and addition. Moreover, an adverse ruling in respect of certain litigation could have a material adverse effect on our results of operation and financial condition.

We have limited the liability of our board of directors and management.

We have adopted provisions in our Articles of Incorporation which limit the liability of our directors and officers and have also adopted provisions in our bylaws which provide for indemnification by the Company of our officers and directors to the fullest extent permitted by Utah corporate law. Our Articles of Incorporation generally provide that our directors shall have no personal liability to the Company or its stockholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, acts involving unlawful payment of dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives an improper personal benefit. Such provisions substantially limit our shareholders’ ability to hold directors liable for breaches of fiduciary duty.

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Our share structure could impede a non-negotiated change of control of the Company.

On December 2, 2013, the Company issued 10,000,000 founder’s shares of the Company to Ms. Thomas, our Chief Executive Officer, in exchange for initial funds and services provided to the Company. As a result Mrs. Thomas holds a controlling interest in the Company. Consequently, any attempt to take over the Company without the consent of Mrs. Thomas would be extremely difficult to achieve. Because of the disproportionate voting control of Mrs. Thomas, she alone could inhibit, delay, or frustrate entirely an attempt by others to take over control of our Company and could prevent our shareholders from obtaining a premium for their shares.

Risks Relating To This Offering and Our Common Stock

If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

Holders holding 850,000 shares of common stock may resell their shares of Common stock through this prospectus. Should the selling stockholders decide to sell their shares at a price below the market price as quoted on OTC Markets, the price may continue to decline. A steep decline in the price of our common stock upon being quoted on OTC Markets would adversely affect our ability to raise additional equity capital, and even if we were successful in raising such capital, the terms of such raise may be substantially dilutive to current shareholders.

The market price of our common stock may fluctuate significantly.

The market price and marketability of shares of our common stock may be affected significantly by numerous factors, including some over which we have no control and which may not be directly related to us. These factors include the following:

Our relatively small number of outstanding shares;

The lack of trading volume in our shares;

Price and volume fluctuations in the stock market from time to time, which often are unrelated to our operating performance;

Variations in our operating results;

Any shortfall in revenue or any increase in losses from expected levels;

Announcements of new initiatives, joint ventures, or commercial arrangements; and

General economic trends and other external factors.

If the trading price of our common stock falls significantly following completion of this offering, this may cause some of our shareholders to sell our shares, which would further adversely affect the trading market for, and liquidity of, our common stock. If we seek to raise capital through future equity financings, this volatility may adversely affect our ability to raise such equity capital.

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC Markets, investors should consider any secondary market for our common shares to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance

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Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our common shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of purchasers to sell any of our common shares in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Sales of our common stock under Rule 144 could reduce the price of our stock.

None of our outstanding common shares are currently eligible for resale under Rule 144. In general, persons holding restricted securities in a Securities & Exchange Commission reporting company, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.

If in the future we are not required to continue filing reports under Section 15(d) of the 1934 Act, for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common shares can no longer be quoted on the OTC Markets, which could reduce the value of your investment.

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d). However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common stock can no longer be quoted on the OTC Markets, which could reduce the value of your investment. Of course, there is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective. Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our

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officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. Thus the filing of a Form 8-A in such event makes our common shares continued to be able to be quoted on the OTC Markets.

We may, in the future, issue additional securities, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize us to issue 50,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of the date of this prospectus, we had 10,915,000 shares of common stock outstanding. Accordingly, we may issue up to an additional 39,085,000 shares of common stock and 10,000,000 shares of preferred stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. Our board of directors may designate the rights, terms and preferences of our authorized but unissued preferred shares at its discretion including conversion and voting preferences without notice to our shareholders.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We have never paid a dividend and we intend to retain any future earnings to finance the development and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. We cannot assure you that stockholders will be able to sell shares when desired.

selling stockholders

The selling stockholders may offer and sell, from time to time, any or all of the Common stock registered for resale hereunder. Because the selling stockholders may offer all or only some portion of the 850,000 shares of Common stock to be registered, we cannot estimate the amount or percentage of these shares of common stock that will be retained by the selling stockholders. Consequently, we have assumed, for purposes of the table below, that none of the selling stockholders have sold any of their shares of common stock.

The computation of ownership in the table below is not made pursuant to the beneficial ownership rules of the Commission under “Security Ownership of Certain Beneficial Owners and Management” on page 17, but is instead based solely upon the name of the titled holder of such shares as at October 17, 2016, the most recent practicable date. Other than the relationships described below, none of the selling stockholders had or have any material relationship with us. To our knowledge, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.

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								Number of
								Common
								Shares		Percentage
								held after		held after
								Offering		offering
								assuming		assuming
								all		all
	Number					Number of		Common		Common
	Of Common		Percentage			Common		Shares		Shares
	Shares Held		owned before			Shares		being		being
	before the		the			Being		registered		registered
Name of Beneficial Holder	Offering		Offering (1)			Offered		are Sold(2)		are sold(2)
Pinchas Rosenbaum		10,000		.09	%		10,000		0		0
Mordecai Lent		10,000		.09	%		10,000		0		0
Naftali Solomon		200,000		1.8	%		200,000		0		0
Alan Hammer		10,000		.09	%		10,000		0		0
Joseph Fulda		20,000		.18	%		20,000		0		0
Jonathan Polansky		20,000		.18	%		20,000		0		0
Irving Katz		20,000		.18	%		20,000		0		0
Faigie Schorr		10,000		.09	%		10,000		0		0
Donald Katz		20,000		.18	%		20,000		0		0
Yosaif Krohn		10,000		.09	%		10,000		0		0
Domenico Antonelli		100,000		.92	%		100,000		0		0
Shima Solomon		200,000		1.83	%		200,000		0		0
Steve Mellner		150,000		1.37	%		150,000		0		0
Chene C. Gardner& Associates		15,000		.14	%		15,000		0		0
Kenneth I. Denos P.C		15,000		.14	%		15,000		0		0
Kyle M. Denos		30,000		.27	%		30,000		0		0
Mary Foster		5,000		.05	%		5,000		0		0
Jake Arave		5,000		.05	%		5,000		0		0
Total		850,000		7.74	%		850,000		0		0	%

(1) For each selling stockholder, the number of shares of common stock and percentage of ownership is based upon 10,915,000 shares issued and outstanding as of October 17, 2016. As of such date there are no shares of common stock subject to options, warrants, and/or conversion rights held directly by any selling stockholder that are currently exercisable or exercisable within 60 days. The table above attributes ownership to the named holder of the common stock and to no other person. The table also assumes that each selling stockholder will sell all of his, her, or its shares in the offering.

(2) Assuming that all 850,000 shares registered are sold.

Holders of Record

We have 21 shareholders of record.

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Offers and Sales of Securities

			Total						How
	Price		Consideration		Number				Shareholder
	Per		Paid by		of Shares		Payment		Know at	Offer		Sale
Name	Share Paid		Shareholder		Purchased		Method		Time of Offer	Date		Date
Pinchas Rosenbaum	$	.05	$	500		10,000		Check	Pre-existing relationship with Elliot Polatoff		08/08/2016		09/01/2016
Mordecai Lent	$	.05	$	500		10,000		Check	Pre-existing relationship with Elliot Polatoff		08/08/2016		08/25/2016
Naftali Solomon	$	.05	$	10,000		200,000		Check	Pre-existing relationship with Elliot Polatoff		07/25/2016		08/11/2016
Alan Hammer	$	.05	$	500		10,000		Check	Pre-existing relationship with Elliot Polatoff		08/08/2016		09/06/2016
Joseph Fulda	$	.05	$	1,000		20,000		Check	Pre-existing relationship with Elliot Polatoff		08/08/2016		09/12/2016
Jonathan Polansky	$	.05	$	1,000		20,000		Check	Pre-existing relationship with Elliot Polatoff		08/08/2016		09/07/2016
Irving Katz	$	.05	$	1,000		20,000		Check	Pre-existing relationship with Elliot Polatoff		08/08/2016		09/05/2016
Faigie Schorr	$	.05	$	500		10,000		Check	Pre-existing relationship with Elliot Polatoff		08/08/2016		09/12/2016
Donald Katz	$	.05	$	1,000		20,000		Check	Pre-existing relationship with Elliot Polatoff		08/08/2016		09/02/2016
Yosaif Krohn	$	.05	$	500		10,000		Check	Pre-existing relationship with Elliot Polatoff		08/08/2016		09/14/2016
Domenico Antonelli	$	.05	$	5,000		100,000		Check	Pre-existing relationship with Elliot Polatoff		08/25/2016		09/19/2016
Shima Solomon	$	.05	$	10,000		200,000		Check	Pre-existing relationship with Elliot Polatoff		08/25/2016		09/19/2016
Steve Mellner	$	.05	$	7,500		150,000		Check	Pre-existing relationship with Elliot Polatoff		08/25/2016		10/11/2016
Chene C. Gardner & Associates	$	.05	$	750		15,000		Services	Pre-existing relationship with Deborah Thomas		07/25/2016		10/02/2016
Kenneth I. Denos P.C	$	.05	$	750		15,000		Services	Pre-existing relationship with Deborah Thomas		07/25/2016		10/02/2016
Kyle M. Denos	$	.05	$	1,500		30,000		Services	Pre-existing relationship with Deborah Thomas		07/25/2016		10/02/2016
Mary Foster	$	.05	$	250		5,000		Services	Pre-existing relationship with Deborah Thomas		07/25/2016		10/02/2016
Jake Arave	$	.05	$	250		5,000		Services	Pre-existing relationship with Deborah Thomas		07/25/2016		10/02/2016
Total			$	42,750		850,000

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Our selling stockholders hold an aggregate of 850,000 shares of common stock. As reflected in the chart above from our inception on December 2, 2013, to present, we sold 780,000 common shares for cash consideration of $39,000 and issued 70,000 common shares for services to the selling stockholders. We are registering all 780,000 common shares sold for cash consideration and 70,000 common shares issued for services. We are not registering common shares held by our officers, directors, or affiliates.

We relied on Section 4(2) of the Securities Act of 1933, as amended for the offer and sale of the securities below. We believe that Section 4(2) was available because:

Each investor had a pre-existing relationship with our Chief Executive Officer, Deborah Thomas or our Secretary, Elliot Polatoff at the time of the offer and sale.

None of these issuances involved underwriters, underwriting discounts or commissions.

Restrictive legends were and will be placed on all certificates issued as described above.

The distribution did not involve general solicitation or advertising.

The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.

In connection with the foregoing transactions, we provided the following to all investors:

Access to all our books and records.

Access to all material contracts and documents relating to our operations.

The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC Markets, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the Company in an accepted publication which permits a "manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

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PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Selling shareholders are offering up to 850,000 shares of common stock. The selling shareholders will offer their shares at $.05 per share until our shares are quoted on the OTC Markets and thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

The securities offered by this prospectus will be sold by the selling shareholders. Selling shareholders in this offering may be considered underwriters. We are not aware of any underwriting arrangements that have been entered into by the selling shareholders. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the over the counter markets, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement.

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment to this registration statement disclosing such matters.

OTC Markets Considerations

To be quoted on the OTC Markets, a market maker must file an application on our behalf in order to make a market for our common stock. We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTC Markets.

The OTC Markets is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Markets.

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Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Markets has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company.

Although we anticipate listing on the OTC Markets will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Markets rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Markets securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

OTC Markets transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the OTC, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution. Because OTC Markets stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings in which we are involved.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Board of Directors

Our board of directors consists of the following individuals:

Name and Year First Elected Director(1)

Age

Background Information

Deborah Thomas

(2013)

Deborah, age 43, is the Chief Executive Office, and Chairman of Croe, Inc. since December 2013. Mrs. Thomas has been in the fitness industry for over 20 years. From September 2010 until July 2012, Mrs. Thomas founded and owned, Empower Dance LLC, where children of all ages would come and not only learn the art of dance but learn how to make their lives better through yoga, fitness, and leadership seminars that she would present. Mrs. Thomas also is a certified cycle and group fitness instructor and received her certifications through Schwinn and Ace respectively.

Elliott Polatoff

(2016)

Elliott Polatoff, age 45, is a member of the Company’s board of directors since July, 2016. Prior to this, Mr. Polatoff was the office manager of Five Towns Neurology from December 1, 2012 until May 1, 2013. From June 2012, until October 2012, Mr. Polatoff was the residential manager of Human Care Services. From September 2007 until September 2009, Mr. Polatoff was the Chief Executive Officer of Party Source, Inc., an entertainment company.

(1) The business address of our directors is 11650 South State Street, Suite 240, Draper, UT 84020.

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Director Independence

No member of our Board of Directors is considered an “independent director” as such term is defined in the published listing requirements of the New York Stock Exchange.

Compensation of Directors

Although we anticipate compensating the members of our board of directors in the future at industry levels, current members are not paid cash compensation for their service as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors and committee meetings.

Board of Directors Meetings and Committees

Although various items were reviewed and approved by the Board of Directors via unanimous written consent during the years ended December 31, 2015, and 2014, the Board held no in-person meetings.

We do not have Audit or Compensation Committees of our board of directors. Because of the lack of financial resources available to us, we also do not have an “audit committee financial expert” as such term is described in Item 401 of Regulation S-K promulgated by the SEC.

Executive Officers

Deborah Thomas is our sole executive officer, serving as our Chief Executive Officer, with a business background is as follows:

Name and Year First Appointed as Executive Officer

Age

Background Information

Deborah Thomas

(2014)

Deborah, age 43, is the Chief Executive Officer and Chairman of Croe, Inc. since December 2013. Mrs. Thomas has been in the fitness industry for over 20 years. From September 2010 until July 2012, Mrs. Thomas founded and owned, Empower Dance LLC, where children of all ages would come and not only learn the art of dance but learn how to make their lives better through yoga, fitness, and leadership seminars that she would present. Mrs. Thomas also is a certified cycle and group fitness instructor and received her certifications through Schwinn and Ace respectively.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 2, 2013, the Company issued 10,000,000 founder’s shares of the Company to Mrs. Thomas, our Chief Executive Officer, in exchange for initial funds and services provided to the Company.

Family Relationships and Other Matters

John D. Thomas P.C., owns 15,000 shares of our common stock, which are not being registered in this offering. John D. Thomas is the principal of John D. Thomas P.C., and Mr. Thomas is the husband of our Chief Executive Officer, Deborah Thomas. There are no other family relationships between any of our shareholders and our officers and directors.

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Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity;

Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity; and/or

Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Corporate Governance

We do not have any standing audit, nominating and compensation committees of the board of directors, or committees performing similar functions. We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer. All Board actions have been taken by Written Action rather than formal meetings.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a group, as of October 17, 2016. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has the same address as us. Our address is 11650 South State Street, Suite 240, Draper, Utah 84020. The following table describes the ownership of our voting securities, based on 10,915,000 shares of Common stock outstanding. (i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us to own beneficially more than 5% of our common stock or any shares of our preferred stock.

Name of Beneficial Owner⁽¹⁾	Number of Common Shares Beneficially Owned⁽²⁾	Percent of Class⁽³⁾
Deborah Thomas⁽⁴⁾	10,000,000	91.62%
Elliott Polatoff⁽⁵⁾	50,000	.46%
All officers and directors as a group (2 persons)	10,050,000	92.08%

(1) The address of each officer, director, and beneficial owner is c/o CROE, Inc., 11650 South State Street, Suite 240, Draper UT 84020.

(2) The number of shares of Common stock beneficially owned by any shareholder is determined by the sum of (i) all shares of common stock held directly or indirectly by such shareholder, and (ii) shares of common stock subject to options, warrants and/or conversion rights deemed beneficially owned by the shareholder that are currently exercisable or exercisable within 60 days.

(3) The calculation of percentage of beneficial ownership is based upon: (i) 10,915,000 shares of Common stock issued and outstanding as of October 17, 2016, and (ii) shares of common stock subject to options, warrants and/or conversion rights deemed beneficially held by the shareholder that are currently exercisable or exercisable within 60 days. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants, and conversion rights to obtain additional securities, and that no other shareholder has exercised such rights. Except as otherwise indicated below, the persons and entity named in the table have sole voting and investment power with respect to all shares of common stock and voting rights shown as beneficially owned by them, subject to applicable community property laws.

(4) Chief Executive Officer and Chairman of the Board of Directors of the Company.

(5) Director and Secretary of the Company.

DESCRIPTION OF Securities

The selling stockholders are offering up to 850,000 shares of Common stock for resale in quoted or private transactions, at fixed or negotiated prices. The following description of our capital stock is based on relevant portions of the Utah Revised Business Corporation Act (the “Utah Act”), and on our Articles of Incorporation and Bylaws. This summary may not contain all of the information that is important to you, and we refer you to the Utah Act and our Articles of Incorporation and Bylaws for a more detailed description of the provisions summarized below. Our Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

CROE was organized as a corporation under the laws of the State of Utah on December 2, 2013. Our authorized capital stock consists of 50,000,000 shares of common stock, par value $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per share. As of October 17, 2016, there were approximately 21 record holders of our common stock. There are no outstanding options or warrants to purchase our stock.

Our Articles of Incorporation provides that our board of directors may not amend our Articles of Incorporation without approval of our shareholders, including holders of our preferred shares. A decrease or increase in the number of shares of capital stock which we may issue would require an amendment of our Articles of Incorporation

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As of October 17, 2016, we had 10,915,000 shares of Common stock issued and outstanding,and 0 shares of preferred stock issued and outstanding.

Common Stock

We may issue up to 50,000,000 shares of common stock. Distributions may be paid to the holders of our common stock if, as and when authorized by our board of directors and declared by us out of assets legally available therefor. Shares of our common stock have no preemptive, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at such time. Each share of our common stock is entitled to one vote on an as converted basis on all matters submitted to a vote of stockholders, including the election of directors. Accordingly, the holders of more than fifty percent (50%) of the total voting rights on matters presented to our common stockholders can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any such directors. The vote of the holders of a majority of the holders entitled to vote on matters submitted to our common stockholders including of our Series A Preferred Shares described below is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

To date, we have paid no cash dividends on our shares of common stock. Any future disposition of dividends will be at the discretion of our Board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. We have no present plans for future cash or stock dividends. We intend to retain future earnings, if any, to provide funds for operation of our business.

Holders of our common stock have no preemptive rights. All outstanding shares of our common stock are validly issued, fully paid and non-assessable.

All shares of common stock outstanding are validly issued, fully paid and non-assessable.

Preferred Stock

We may issue up to 10,000,000 shares of preferred stock,par value $0.001 per share. We currently have no classes of preferred stock designated, and no shares of preferred stock are issued and outstanding.

Utah Anti-Takeover Laws

As a Utah corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Utah law. The Utah Control Shares Acquisition Act (UCSAA) applies to “control shares” of an “issuing public corporation.” The UCSAA defines “control shares” as the shares of an issuing public corporation that would entitle a person to exercise voting power within any of the following ranges of voting power:

1/5 or more but less than 1/3 of all voting power.

1/3 or more but less than a majority of all voting power.

A majority or more of all voting power.

(Utah Code § 61-6-2(1).)

The UCSAA defines an issuing public corporation as a corporation, other than a depository institution, that is organized under the laws of the state of Utah and that has all of the following:

100 or more shareholders.

Its principal place of business, its principal office, or substantial assets in the state of Utah.

Either:

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more than 10% of its shareholders residing in the state of Utah;

more than 10% of its shares owned by Utah residents; or

10,000 shareholders residing in the state of Utah.

(Utah Code § 61-6-5.)

Any person who proposes to make or has made a control share acquisition (as defined in the UCSAA) may deliver an acquiring person statement to the public corporation. The statement must contain:

The identity of the acquiring person and each other member of any group of which the person belongs to.

A statement that the acquisition statement is given under the UCSAA.

The number of shares of the public corporation owned by the acquiring person and each other member of the group.

The range of voting power under which the control share acquisition falls, if completed.

If the control share acquisition has not taken place:

a description in reasonable detail of the proposed control share acquisition; and

a statement by the acquiring person stating that the acquisition is not contrary to law and that the acquiring person has the financial capacity to make the proposed control share acquisition.

(UCSAA § 61-6-7.)

After the acquiring person statement has been delivered to the corporation, the corporation must call a meeting of the shareholders to vote on the proposed acquisition. The proposed acquisition must be approved by each voting group entitled to vote, voting separately, by a majority of the votes entitled to be cast by that group (excluding all interested shares). (UCSAA § 61-6-10.)

A corporation’s articles of incorporation or by-laws may provide that this chapter does not apply to control share acquisitions of shares of the corporation. However, the provision must have been adopted before a control share acquisition to exempt it. (UCSAA § 61-6-6.)

INTEREST OF NAMED EXPERTS

The financial statements for December 31, 2014 and 2015, included in this prospectus have been audited by Michael T. Studer CPA P.C. independent registered public accounting firm, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by John D. Thomas P.C. John D. Thomas P.C. owns 15,000 shares of our common stock, which are not being registered in this offering. John D. Thomas is the principal of John D. Thomas P.C., and Mr. Thomas is the husband of our Chief Executive Officer, Deborah Thomas.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Utah Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

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DESCRIPTION OF BUSINESS

Organization Within The Last Five Years

We were incorporated in the state of Utah on December 2, 2013, to engage in the development and sale of women's fitness clothing.

Our principal executive office is located at 11650 South State St. Suite 240, Draper, Utah 84020, and our telephone number 801-816-2522. Information contained in, or accessible through, our website does not constitute part of this prospectus.

We have not been involved in a bankruptcy receivership or similar proceeding. Additionally, we have not been involved in a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

Our independent registered public accounting firm has issued an audit opinion for our Company which includes an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.

We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We do not own physical properties.

We are not a blank check registrant, as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

Our Business

Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our water and radio-wave resistant sports bra pocket ("CroeNest") and other fitness apparel; (iv) development of our brand; (v) and marketing and sales of Croe hats and jewelry. We have not completed development of our CroeNest and apparel and there is no assurance that we will be successful in completing the development.

We are developing a pocket, or CroeNest, to hold your phone while you are exercising or going about your daily activities. This is the hallmark product of our company. The CroeNest has been developed with a radiation repellent material that blocks the 99.9% of the radiation and radiowave.

We have found skin compatible fabrics for radio frequency shielding (cellphones and cell tower radiation, cordless phones, wi-fi, radar, microwave oven leakage, TV broadcast etc). Extremely thin silver coated copper wires are spun with cotton or polyester yarns, then woven into washable, comfortable, and durable fabrics with the look and feel of normal fabric.

The fabrics we are testing materials to use for the CroeNest have the following characteristics:

ecological cotton fabric without chemicals

contain no harmful substances

independently tested for shielding performance

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non-conductive surface

no grounding needed

translucent

unbleached ecological cotton fabric

extremely wide format (8.2 feet wide)

washable, easy to iron, cut and sew

Technical data

raw materials: 82% cotton, 17% copper, 1% silver

attenuation: 38 dB at 1 GHz

color: Ecru-White

weight: 69 g/m²

dimension stability: 3 %

We have also found a light weight water resistant material to add to our CroeNest to keep your phone dry while you sweat. The finalization of the CroeNest does not require any more capital to develop. It will require additional capital to incorporate the CroeNest into the design of our sports bras and other products.

We plan to develop our Croe brand to be functional and protective. Our team plans to develop a product that every runner, cyclist and active person may want.

Our plan for bringing this product to the national and international retail distribution market is five-fold:

Acquire investment capital to design and manufacture our fitness apparel.

Create a systematic, duplicable process within our business for inventory management and order fulfillment.

Utilize an aggressive marketing platform including sales team, social media, trade shows, athletic events and sponsored events to drive a product demand; as well as any publicity resulting from our philanthropic endeavors.

Penetrate the U.S. market.

Penetrate the international market, beginning with Canada, Australia and the UK. Once established in these markets, we have goals to expand into Europe, South America, South Africa, and Southeast Asia.

Consistent with Croe’s philosophy of encouraging individuals to pursue their passions, the company is dedicated to supporting and promoting causes in the areas of health, education, and athletics. With the resources acquired through business expansion, Croe is committed to assisting individuals and communities achieve a higher quality of life through these three areas.

To secure the future of our brand, Croe will continue investing in its leadership marketing team and strategic partners to develop and further the business. Insisting upon evolving with the ever-changing trends of the marketplace, our goal is to always utilize the necessary assets for brand growth and sustainability. We aim to capitalize on the same opportunities that enable our competitors to thrive and to surpass them through the universal appeal of our philosophy and vision.

Our revenue thus far has been created by the sale of accessories including hats and jewelry with our Croe brand and logo. We plan to continue producing these items, but our main focus will be to get our sports bras through design and into production.

Market

The national athletic apparel market continues to dominate the U.S. retail segment of the economy. According to the New York Times, athletic and sports footwear made up about $21 billion dollars of the $63 billion dollar sporting goods market in 2015. Internationally, sports apparel and footwear sales have jumped 42% to $270 billion over the past seven years.

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According to a new report by Allied Market Research titled, "World Sports Apparel - Market Opportunities and Forecasts, 2014-2020", the world sports apparel market is expected to generate revenue of $184.6 billion by 2020, growing at a CAGR of 4.3% during the forecast period, 2015-2020. Growing health awareness, increasing disposable income and a surge in female participation in sports are the major factors driving the growth of the world sports apparels market.

The sports apparel market is categorized, based on end users, into apparels for men, women and kids. The men segment dominates the world sports apparel market, constituting around 52% of the total market revenue. The women segment is the second biggest contributor, expected to grow at a relatively higher CAGR of 5.7% during the forecast period, on account of the growing interest and participation of women in different sports activities.

Due to the extreme growth in athletic apparel, a significant number of start-ups are getting into the business. However, most lack the relationships, experience and resources to be successful. One of the most daunting challenges any company faces is being able to manufacture, produce and effectively market their products for their product sales initiatives.

Sales and Marketing Plan

3rd Party Marketing

We plan to retain 3rd Party Marketing firm(s) for:

Full four season product to market calendar including development, sales, production and fulfillment schedule.

Product finishing, UPC service setup, EDI service setup, Warehouse and Third Party Logistics (3PL) setup, backend inventory management and order fulfillment systems.

Guide and integrate sales plans/strategies into marketing and distribution initiatives.

Will assist in tradeshow strategies and integration.

Social Media/Multi-Media

Facebook, Instagram, Twitter, Pinterest, Youtube, Vimeo:

Primarily Instagram, Facebook and Youtube; plans to utilize Twitter and Pinterest

Ads, contests, current themes (line drops, sponsored events, promotions, etc.)

Instagram and Facebook

You tube video brand promos and commercials

Celebrity Endorsements

Product placement

Photo shoots

Utilizing celebrity social networks to advertise and network

Video promos

Celebrity meet and greets

Sponsored Events

Concerts, sporting events & philanthropic events:

Co-promote with investment in event and ROI on event sales, plus sales of merchandise

Co-promote with no investment in event, just sales of merchandise and exposure

Philanthropic events to promote and help fund local causes

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Market Place Events

Sporting Events

Setup at these events in Arizona, California, Colorado, Nevada and Utah

Plans to do events in Oregon and Washington

Whatever regions retail stores carry our product in, we will have a presence at events in those regions.

Tradeshows

In the summer of 2017, Croe plans on attending one or two national trade shows and at least a half dozen regional trade shows.

National trade shows include Agenda, Magic and/or Capsule, in order of priority. These are all in Las Vegas.

Regional trade shows would primarily be in Utah, but also looking to do some in Colorado, Arizona, Nevada and California.

Press & Magazine Ads

Mostly in local publications, but also in a few strategic national publications

Employees and Consultants

We have 2 employees who are also our officers and director. Our chief executive officer and director, Deborah Thomas oversees our day to day operations and product development. Our secretary and Director Elliot Polatoff, oversees our financial matters.

None of our employees are employed under a collective bargaining agreement. We believe we have an excellent relationship with our employees and independent contractors.

We intend to hire additional employees and independent contractors on an as needed basis.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a legal action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Location

Our offices are located at 11650 South State St. Suite 240, Draper Utah. We lease our offices at this location pursuant to a written lease with a term from October 1, 2016 to December 31, 2017. We occupy approximately 500 square feet at this location in exchange for $500 per month. To date, we have not paid rents and all amounts will begin to be due on January 1, 2017.

Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in any jurisdiction which we would conduct activities in the future. As of now there are no required government approvals present that we need approval from or any existing government regulation on our business.

Patents and Trademarks

We currently have not obtained any patents. We do have trademark protection which was filed during 2014 for our name, CROE, and for our logo, serial numbers 86233256 and 86233254 respectively.

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Competitive Business Conditions

The fitness apparel industry is highly competitive and rapidly changing. Our ability to compete depends upon many factors within and outside our control, including the timely development and introduction of our fitness clothing and its enhancements, its functionality, performance, reliability, customer service and support and marketing efforts. Due to the relatively low barriers to entry in the textiles market, we expect additional competition from other emerging companies. Many of our existing and potential competitors are substantially larger than us and have significantly greater financial, technical and marketing resources. As a result, they may be able to respond more quickly to fashion changes and have greater resources for the development and promotion of their products. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressure will not have a material adverse effect on our business, operating results and financial condition.

Government Approvals

We are not required to obtain governmental approval of our products.

Legal Proceedings

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

Sources and Availability of Raw Materials

We do not use raw materials in our business.

Backlog of Orders

We have no backlog of orders.

Seasonal Aspect of our Business

We anticipate a fluctuation for demand of our products affected by seasonal factors. We anticipate a higher demand during the holiday season for consumers gifting our products.

Status of any Publicly Announced New Product or Service

We do not have any publicly announced new product or service.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are an emerging growth fitness apparel company with the mission of creating the most supportive, protective, innovative sports bras and fitness apparel on the market. Our principal sources of revenue are expected to be from the manufacturing and selling of women’s athletic apparel. General and administrative expenses have been comprised of administrative wages and benefits; occupancy and office expenses; outside legal, accounting and other professional fees; travel and other miscellaneous office and administrative expenses. Selling and marketing expenses include selling/marketing wages and benefits, advertising and promotional expenses, as well as travel and other miscellaneous related expenses.

Because we have incurred losses, income tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given our uncertainty of being able to utilize such loss carryforwards in future years. We anticipate incurring additional losses during the coming year.

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Liquidity and Capital Resources

As of December 31, 2015, our working capital deficit of $16,775 was comprised of total current assets of $2,013 and total current liabilities of $18,788. We continued to consume working capital in the pursuit of our business plan utilizing proceeds from advances from related parties.

We do not believe that the Company’s current capital resources will be sufficient to fund its operating activity and other capital resource demands during the next year. Our ability to continue as a going concern is contingent upon our ability to obtain capital through the sale of equity or issuance of debt, and ultimately attaining profitable operations. We expect that any financing we receive will be similar to what we have heretofore received over the previous two years to enable us to operate. We cannot assure you that we will be able to successfully complete any of these activities.

The independent registered public accounting firm’s report on our financial statements as of December 31, 2015, includes a “going concern” explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 8 to the financial statements.

We are presently seeking additional debt and equity financing to provide sufficient funds for payment of obligations incurred and to fund our ongoing business plan.

We expect to generate revenue pursuant to our new business plan and expect to rely on equity and debt financings to fund our capital resources requirements. We will be dependent on additional debt and equity financing to develop our new business but we cannot assure you that any such financings will be available or will otherwise be made on terms acceptable to us, or that our present shareholders might suffer substantial dilution as a result.

Net cash used in operating activities was $4,361 during the year ended December 31, 2015, with a net loss of $5,510, a decrease in accounts receivable of $493, an increase in inventory of $215, and an increase in accounts payable and accrued expenses of $871.

During the year ended December 31, 2015, the Company had no net cash flows from investing activities.

During the year ended December 31, 2015, the Company had $4,150 in net cash provided by financing activities which consisted of advances from related parties.

Results of Operations

Years Ended December 31, 2015 and 2014

Revenues. Net revenues for the years ended December 31, 2015 and 2014 were $308 and $1,192, respectively.

Cost of Sales. Cost of sales for the years ended December 31, 2015 and 2014 were $74 and $287, respectively.

Professional and accounting fees. Professional and accounting fees for the years ended December 31, 2015 and 2014 were $861 and $3,268, respectively. The Company expects professional and accounting fees to increase in the future due to the fees associated with the Company filings with the Securities and Exchange Commission.

Other selling general and administrative expenses (“SG&A”). Total other selling, general and administrative expense for the years ended December 31, 2015 and 2014 were $4,883 and $8,902, respectively.

Net Income (Loss). Net loss for the year ended December 31, 2015 was $5,510 compared to net loss of $11,265 for the year ended December 31, 2014.

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Nine Months Ended September 30, 2016 and 2015

Revenues. Net revenues for the nine months ended September 30, 2016 and 2015 were $-0- and $308, respectively.

Cost of Sales. Cost of sales for the nine months ended September 30, 2016 and 2015 were $-0- and $74, respectively.

Professional and accounting fees. Professional and accounting fees for the nine months ended September 30, 2016 and 2015 were $26,000 and $861, respectively. The Company expects professional and accounting fees to increase in the future due to the fees associated with the Company filings with the Securities and Exchange Commission.

Consulting fees. Consulting fees for the nine months ended September 30, 2016 and 2015 were $5,000 and $-0-, respectively.

Other selling general and administrative expenses (“SG&A”).Total other selling, general and administrative expense for the nine months ended September 30, 2016 and 2015 were $11 and $4,883, respectively.

Net Income (Loss). Net loss for the nine months ended September 30, 2016 was $31,011 compared to net loss of $5,510 for the nine months ended September 30, 2015.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Subsequent Events

The Company has evaluated subsequent events since September 30, 2016, and concluded there were no other events or transactions, other than those disclosed above, occurring during this period that required recognition or disclosure in its financial statements.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

Provisions of the Utah Act, Articles of Incorporation and Bylaws

Our Articles of Incorporation and bylaws provide that our board of directors will have the exclusive power to make, alter, amend or repeal any provision of our bylaws.

Business Combinations

Section 16-10a-1801 of the Utah Act, is applicable to corporations organized under the laws of the State of Utah. Subject to certain exceptions set forth therein, Section 16-10a-1801 of the Utah Act provides that a corporation shall not engage in any business combination with any “interested stockholder” for a two-year period following the date that such stockholder becomes an interested stockholder. Under certain circumstances, Section 16-10a-1801 of the Utah Act makes it more difficult for an interested stockholder to effect various business

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combinations with a corporation for a two-year period, although the stockholders may, by adopting an amendment to the corporation's charter or by-laws, elect not to be governed by this section. Our charter and by-laws do not exclude us from the restrictions imposed under Section 16-10a-1801 of the Utah Act. It is anticipated that the provisions of Section 16-10a-1801 of the Utah Act may encourage companies interested in acquiring us to negotiate in advance with the board of directors.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting Standards Codification Topic 820, “Disclosures About Fair Value of Financial Instruments,” requires us to disclose, when reasonably attainable, the fair market values of its assets and liabilities, which are deemed to be financial instruments. Our financial instruments consist primarily of cash.

PER SHARE INFORMATION

We compute net loss per share in accordance with FASB ASC 205 “Earnings per Share”. FASB ASC 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations.

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

STOCK OPTION GRANTS

We have not granted any stock options to our officers and directors since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for fitness apparel companies.

PROPERTIES

We do not currently rent any property other than our current location at 11650 South State St. Suite 240, Draper Utah. We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 2, 2013, the Company issued 10,000,000 founder’s shares of the Company to Mrs. Thomas, our Chief Executive Officer, in exchange for initial funds and services provided to the Company.

We occupy office space owned by a shareholder pursuant to a written agreement. No rent has been paid and rent will start to accrue at the rate of $500 per month on January 1, 2017.

On October 2, 2016, the Company issued 50,000 shares of common stock to Elliott Polatoff, our Secretary and Director, in exchange for services provided to the Company.

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On October 2, 2016, the Company issued 15,000 shares of common stock to John D. Thomas P.C., our Legal Counsel, in exchange for services provided to the Company. John Thomas, the principal of John D. Thomas P.C., is married to our Chief Executive Officer, Deborah Thomas.

Corporate Governance and Director Independence

Our Board of Directors has not established Audit, Compensation, and Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Our Directors have determined that they are not “independent” under the definition set forth in the listing standards of the NASDAQ Stock Market, Inc., which is the definition that the Board has chosen to use for the purposes of the determining independence, as the OTC Markets does not provide such a definition. Therefore, both our directors are not independent.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

In addition, under the penny stock regulations, the broker-dealer is required to:

Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and

Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

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OTC Markets Qualification for Quotation

To have our shares of common stock on the OTC Markets, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made. Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading symbol and allow sales of our common stock under Rule 144.

Sales of our common stock under Rule 144.

We presently have 10,915,000 common shares outstanding. Of these shares 850,000 common shares are held by non-affiliates and 10,065,000 common shares are held by affiliates, which Rule 144 of the Securities Act of 1933, as amended, defines as restricted securities. None of our outstanding shares are eligible for resale under Rule 144.

We are registering 850,000 common shares held by non-affiliates. We are not registering shares held by affiliates. The remaining non-affiliate shares as well as all of the remaining affiliates’ shares will still be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Holders

As of the date of this registration statement, we had 21 shareholders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the board of directors deems relevant.

Transfer Agent

Our transfer agent is Colonial Stock Transfer, 66 Exchange Place, 1st floor, Salt Lake City, UT 84111. Their telephone number is 801-355-5740 and their website is located at http://www.colonialstock.com.

Reports to Shareholders

As a result of this offering and assuming the registration statement is declared effective before December 31, 2016, as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through December 31, 2016, including a Form 10-K for the year ended December 31, 2016, assuming this registration statement is declared effective before that date. At or prior to December 31, 2016, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million on December 31, 2016. If we do not file a registration statement on Form 8-A at or prior to December 31, 2016, we will continue as a voluntary reporting company and will not be subject to the proxy statement or other information requirements of the 1934 Act, our securities can no longer be quoted on the OTC Markets, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity. We will deliver an annual report to our security holders that will include audited financial statements regardless of whether we are obligated to do so.

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Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1. For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits and any materials we file with the Commission may be read and copied, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site (http://www.sec.gov ). Our registration statement and other information we file with the SEC is available at the web site maintained by the SEC at http://www.sec.gov.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Officers and Directors, executive officers who occupied such position for the 2014 and 2015 fiscal years and the present up until October 17, 2016.

Name

Position

Year

Salary

Bonus

Stock

Awards

Option

Non-equity

incentive plan

compensation

Non- qualified

deferred

compensation

All other

Compensation

Total

Deborah
Thomas

Chief Executive Officer, Chairman

2014

2015

2016

⁽¹⁾

Elliot Polatoff

Director, Secretary

2016

⁽¹⁾

2,500

(1) No formal salary arrangements have been made for our executives

Summary Equity Awards Table

The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of December 31, 2015.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2015

	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Deborah Thomas		0		0		0		0		0		0		0		0		0

Elliot Polatoff		0		0		0		0		0		0		0		0		0

Directors Compensation

Our directors are not compensated for their service as directors.

Narrative disclosure to summary compensation and option tables

Our board of directors determines the compensation paid to our executive officers based upon the years of service to us, whether services are provided on a full time basis and the experience and level of skill required.

We may award our officers and directors shares of common stock as non-cash compensation as determined by the board of directors from time to time. The board will base its decision to grant common stock as compensation on the level of skill required to perform the services rendered and time committed to providing services to us.

At no time during the last fiscal year with respect to any person listed in the Table above was there:

·	any outstanding option or other equity-based award re-priced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined);
·	any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
·	any option grant;
·	any non-equity incentive plan award made to a named executive officer;
·	any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
·	any payment for any item to be included under All Other Compensation (column (i)) in the Summary Compensation Table.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

During the two years ended December 31, 2015 and December 31, 2014, and through the date of this registration statement including the first, second and third quarter 2016 interim periods, there were no disagreements with our auditor Michael T. Studer CPA P.C. (“Studer”) on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to Studer’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such years. During the two years ended December 31, 2015 and December 31, 2014 and through the date of this registration statement, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

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LEGAL MATTERS

The legality of certain securities offered by this prospectus will be passed upon for us by John D. Thomas, P.C., Draper, UT (“JDTPC”). JDTPC is a holder of 15,000 shares of our Common stock. JDTPC is a professional corporation owned and controlled by John D. Thomas, the sole shareholder of JDTPC.

EXPERTS

The audited financial statements of the Company as of and for the fiscal years ended December 31, 2015 and 2014 included in this prospectus have been audited by Michael T. Studer, CPA, P.C., an independent registered public accounting firm. Such financial statements have been so included in reliance on the reports given upon the authority of said firms as experts in accounting and auditing.

ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933, as amended, or the Securities Act, with respect to our shares of Common stock offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement or exhibits and schedules thereto. For further information with respect to our business and our securities, reference is made to the registration statement, including the amendments, exhibits and schedules thereto contained in the registration statement.

We also file annual, quarterly and current periodic reports and other information with the SEC under the Securities Exchange Act of 1934. You can inspect these reports and other information, as well as the registration statement and the related exhibits and schedules, without charge, at the public reference facilities of the SEC at room 1580, 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC maintains a web site that contains reports and other information regarding registrants, including us, that file such information electronically with the SEC. The address of the SEC’s web site is http://www.sec.gov. Information contained on the SEC’s web site about us is not incorporated into this prospectus, and you should not consider information contained on the SEC’s web site to be part of this prospectus.

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PART C---OTHER INFORMATION

Financial Statements and Exhibits

1. Financial Statements

The following financial statements of CROE, Inc. are included in Part A “Information Required in a Prospectus” of the Registration Statement:

CROE, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		33
Balance Sheets September 30, 2016 (Unaudited), December 31, 2015 and December 31, 2014		34
Statements of Operations for the nine months ended September 30, 2016 and 2015 (Unaudited) and for the years ended December 31, 2015 and December 31, 2014		35
Statements of Stockholders Deficit for the nine months ended September 30, 2016 (Unaudited) and for the years ended December 31, 2015 and December 31, 2014		36
Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (Unaudited) and for the years ended December 31, 2015 and December 31, 2014		37
Notes to Financial Statements		38

All other information required in the financial statement schedules has been incorporated in the financial statements or notes thereto or has been omitted since the information is not applicable or not present in amounts sufficient to require submission of the schedule.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of CROE, Inc.:

I have audited the accompanying balance sheets of CROE, Inc. (the “Company”) as of December 31, 2015 and 2014 and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CROE, Inc. as of December 31, 2015 and 2014 and the results of their operations and cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company’s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Michael T. Studer CPA P.C.

Michael T. Studer CPA P.C.

Freeport, New York

October 18, 2016

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CROE, INC.
Balance Sheets

ASSETS
	September 30,			December 31,			December 31,
	2016			2015			2014
	(Unaudited)
CURRENT ASSETS

Cash and cash equivalents	$	589		$	—		$	211
Accounts receivable		—			—			493
Inventory		2,013			2,013			1,798

Total Current Assets		2,602			2,013			2,502

TOTAL ASSETS	$	2,602		$	2,013		$	2,502

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable and accrued liabilities	$	1,639		$	1,639		$	768
Advances from related party		17,249			17,149			12,999

Total Current Liabilities		18,888			18,788			13,767

TOTAL LIABILITIES		18,888			18,788			13,767

STOCKHOLDERS' DEFICIT

Preferred stock, $0.001 par value; 10,000,000 shares authorized,
-0- shares issued and outstanding		—			—			—
Common stock, $0.001 par value; 50,000,000 shares authorized,
10,630,000 and 10,000,000 and 10,000,000 shares issued
and outstanding, respectively		10,630			10,000			10,000
Additional paid-in capital		20,870			(10,000	)		(10,000	)
Accumulated deficit		(47,786	)		(16,775	)		(11,265	)

Total Stockholders' Deficit		(16,286	)		(16,775	)		(11,265	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,602		$	2,013		$	2,502

The accompanying notes are an integral part of these financial statements

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CROE, INC.
Statements of Operations

	For the Nine Months Ended						For the Year Ended
	September 30,						December 31,
	2016			2015			2015			2014
	(Unaudited)			(Unaudited)

NET SALES	$	—		$	308		$	308		$	1,192

COST OF SALES		—			74			74			287

GROSS MARGIN		—			234			234			905

OPERATING EXPENSES

Professional and accounting fees		26,000			861			861			3,268
Consulting fees		5,000			—			—			—
Other selling, general and administrative		11			4,883			4,883			8,902

Total Operating Expenses		31,011			5,744			5,744			12,170

LOSS FROM OPERATIONS		(31,011	)		(5,510	)		(5,510	)		(11,265	)

OTHER INCOME (EXPENSES)		—			—			—			—

NET INCOME (LOSS)	$	(31,011	)	$	(5,510	)	$	(5,510	)	$	(11,265	)

Net income (loss) per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares
outstanding - basic and diluted		10,055,255			10,000,000			10,000,000			10,000,000

The accompanying notes are an integral part of these financial statements

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CROE, INC.
Statements of Stockholders' Deficit
From January 1, 2014 through September 30, 2016

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Capital			Deficit			Deficit

Balance, January 1, 2014		10,000,000		10,000		(10,000	)		—			—

Net loss for the year ended
December 31, 2014		—		—		—			(11,265	)		(11,265	)

Balance, December 31, 2014		10,000,000		10,000		(10,000	)		(11,265	)		(11,265	)

Net loss for the year ended
December 31, 2015		—		—		—			(5,510	)		(5,510	)

Balance, December 31, 2015		10,000,000		10,000		(10,000	)		(16,775	)		(16,775	)

Unaudited:
Common stock issued for cash		630,000		630		30,870			—			31,500

Net loss for the nine months ended
September 30, 2016		—		—		—			(31,011	)		(31,011	)

Balance, September 30, 2016		10,630,000	$	10,630	$	20,870		$	(47,786	)	$	(16,286	)

The accompanying notes are an integral part of these financial statements

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CROE, INC.
Statements of Cash Flows

	For the Nine Months Ended						For the Year Ended
	September 30,						December 31,
	2016			2015			2015			2014
	(Unaudited)			(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)	$	(31,011	)	$	(5,510	)	$	(5,510	)	$	(11,265	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Changes in operating assets and liabilities:
Accounts receivable		—			493			493			(493	)
Inventory		—			(215	)		(215	)		(1,798	)
Accounts payable and accrued liabilities		—			871			871			768

Net Cash Used by Operating Activities		(31,011	)		(4,361	)		(4,361	)		(12,788	)

CASH FLOWS FROM INVESTING ACTIVITIES:		—			—			—			—

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the sale of common stock		31,500			—			—			—
Proceeds from advances from related party (net)		100			4,150			4,150			12,999

Net Cash Provided by Financing Activities		31,600			4,150			4,150			12,999

NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS		589			(211	)		(211	)		211

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		—			211			211			—

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	589		$	—		$	—		$	211

SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:

Interest	$	—		$	—		$	—		$	—
Taxes	$	—		$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements

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CROE, INC.

Notes to the Financial Statements

Nine Months Ended September 30, 2016 and 2015 (Unaudited)

and Years Ended December 31, 2015 and 2014

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

CROE, Inc. (the Company) was incorporated in the State of Utah on December 2, 2013. The Company is a fitness apparel company with the mission of creating supportive, protective, and innovative sports bras and fitness apparel for the market. Our featured product in development is the "CroeNest", a pocket in our sports bras and exercise pants that is sweat resistant and radiation resistant for athletes and exercise enthusiasts. In addition, we have created other apparel with our unique branding and trademarks. Our motto is "Fearless Determination," and our corporate goal is to instill a healthy and strong lifestyle to our customers through our products.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:

a. Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a calendar year-end.

b. Interim Financial Statements

The interim financial statements as of September 30, 2016 and for the nine months ended September 30, 2016 and 2015 are unaudited and have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. These statements reflect all normal and recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the information contained herein.

c. Cash and Cash Equivalents

Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.

d. Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

e. Inventory

Inventory, consisting of clothing and other fashion products available for sale, are accounted for using the First-in, First-out (“FIFO”) method and are carried at the lower of cost or market value.

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CROE, INC.

Notes to the Financial Statements

Nine Months Ended September 30, 2016 and 2015 (Unaudited)

and Years Ended December 31, 2015 and 2014

f. Revenue Recognition

Revenue is recognized upon delivery of goods where the sales price is fixed or determinable and collectibility is reasonably assured. Revenue is not recognized until persuasive evidence of an arrangement exists. Product sales were solely derived from the resale of clothing and other fashion items. Product sales are not warranted by the Company and may be subject only to warranties that may be provided by the product manufacturer. For the periods presented, all sales were from online stores from December 2014 to February 2015.

g. Shipping Costs

Shipping costs, which were not material for the periods presented, are expensed as incurred and included in operating expenses.

h. Advertising Costs

Advertising costs, which were not material for the periods presented, are expensed as incurred.

i. Research and Development Costs

Research and development costs, which were $-0- and $2,521 for the nine months ended September 30, 2016 and 2015, respectively, and $2,521 and $5,914 for the years ended December 31, 2015 and 2014, respectively, are expensed as incurred.

j. Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that all or some portion of such deferred tax assets will not be realized. A full allowance against deferred tax assets was provided as of September 30, 2016, December 31, 2015 and December 30, 2014.

At September 30, 2016, the Company had net operating loss carryforwards of approximately $47,786 which may be offset against future taxable income through 2036. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss

carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to future use.

k. Basic and Diluted Net Loss per Share of Common Stock

Basic net loss per common share is based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. There are no common stock equivalents as of September 30, 2016 and for the periods presented.

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CROE, INC.

Notes to the Financial Statements

Nine Months Ended September 30, 2016 and 2015 (Unaudited)

and Years Ended December 31, 2015 and 2014

l. Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements.

NOTE 3 - ADVANCES FROM RELATED PARTY

The advances from related party liability at September 30 , 2016 ($17,249), December 31, 2015 ($17,149) and December 31, 2014 ($12,998) is due to John Thomas, the husband of the founder and Chief Executive Officer of the Company. The liability is non-interest bearing and due on demand.

NOTE 4 - EQUITY TRANSACTIONS

The Company has 50,000,000 shares of common stock authorized with a par value of $0.001. 10,000,000 shares of common stock were issued to the founder of the Company on incorporation.

In August and September of 2016, the Company sold a total of 630,000 shares of its common stock to 12 individual investors at a price of $0.05 per share or $31,500 total.

NOTE 5 - FINANCIAL INSTRUMENTS

Our financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and advances from related party. The carrying amount of these assets and liabilities approximate fair value due to their short-term nature.

NOTE 6 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has sustained significant net losses which have resulted in an accumulated deficit at September 30, 2016 of approximately $48,000 and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital. The management of the Company has developed a strategy which it believes will accomplish this objective through short term loans from related parties, and additional equity investments which will enable the Company to continue operations for the coming year. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 7 - RELATED PARTY TRANSACTIONS

In the nine months ended September 30, 2016, the Company paid legal fees of $19,000 to John D. Thomas P.C., a law firm owned by the husband of the founder and Chief Executive Officer of the Company.

In the nine months ended September 30, 2016, the Company paid consulting fees of $5,000 to Elliott Polatoff, a director of the Company.

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CROE, INC.

Notes to the Financial Statements

Nine Months Ended September 30, 2016 and 2015 (Unaudited)

and Years Ended December 31, 2015 and 2014

NOTE 8 - SUBSEQUENT EVENTS

On October 1, 2016, the Company executed a Sublease Agreement with Acadia Properties LLC for the rental of office space. The agreement, which has a term from October 1, 2016 to December 31, 2017, provides for monthly rent of $500 commencing January 1, 2017.

On October 11, 2016, the Company sold 150,000 shares of its common stock to an individual investor at a price of $0.05 per share or $7,500.

On October 14, 2016 (effective October 2, 2016), the Company issued a total of 135,000 shares of its common stock to 7 service providers for services rendered. 50,000 of the shares were issued to Elliott Polatoff, a director of the Company, and 15,000 of the shares were issued to John D. Thomas P.C., a law firm owned by the husband of the founder and Chief Executive Officer of the Company.

On October 12, 2016, the Company paid legal fees of $7,500 to John D. Thomas P.C., a law firm owned by the husband of the founder and Chief Executive Officer of the Company.

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PROSPECTUS

CROE, INC.

UP TO 850,000 SHARES OF

COMMON STOCK

TO BE SOLD BY CURRENT SHAREHOLDERS

We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein nor the affairs of the issuer have not changed since the date hereof.

Until January__, 2017 (90 days after the date of this prospectus), all dealers that effect transactions in these shares of common stock may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

THE DATE OF THIS PROSPECTUS IS NOVEMBER___ 2016

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PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES AND ISSUANCE AND DISTRIBUTION

The expenses payable by the Registrant in connection with the issuance and distribution of the securities being registered (other than underwriting discounts and commissions, if any) are set forth below. Each item listed is estimated, except for the Securities and Exchange Commission registration fee.

Securities and Exchange Commission registration fee	$	5.81
Legal fees and expenses		26,500.00
Accounting fees and expenses		6,000.00
Miscellaneous		1,000.00
Total expenses	$	33,505.81

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Pursuant to our charter and under the Utah Revised Business Corporation Act, our directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal dividend payments or stock redemptions under Utah law or any transaction from which a director has derived an improper personal benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to directors, officers, employees and agents of the Company (and any other persons to which applicable law permits the Company to provide indemnification) through by-law provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent permitted by applicable law.

RECENT SALES OF UNREGISTERED SECURITIES

In the two years prior to this Offering, we offered and sold securities below. None of the issuances involved underwriters, underwriting discounts or commissions. We relied upon Sections 4(2) of the Securities Act, and Rule 506 of the Securities Act of 1933, as amended for the offer and sale of the securities.

We believed these exemptions were available because:

We are not a blank check company;

We filed a Form D, Notice of Sales, with the SEC;

Sales were not made by general solicitation or advertising;

All certificates had restrictive legends;

Sales were made to persons with a pre-existing relationship to our Director and Secretary, Elliott Polatoff; and

Sales were made to investors who represented that they were accredited investors.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

Access to all our books and records.

Access to all material contracts and documents relating to our operations.

The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business.

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Common Stock Offering For Cash Consideration

On September 1, 2016 we sold 10,000 shares of our common stock to Pinchas Rosenbaum for the price of $.05 per share or an aggregate of $500.

On August 25, 2016 we sold 10,000 shares of our common stock to Mordecai Lent for the price of $.05 per share or an aggregate of $500.

On August 11, 2016 we sold 200,000 shares of our common stock to Naftali Solomon for the price of $.05 per share or an aggregate of $10,000.

On September 6, 2016 we sold 10,000 shares of our common stock to Alan Hammer for the price of $.05 per share or an aggregate of $500.

On September 12, 2016 we sold 20,000 shares of our common stock to Joseph Fulda for the price of $.05 per share or an aggregate of $1,000.

On September 7, 2016 we sold 20,000 shares of our common stock to Jonathan Polansky for the price of $.05 per share or an aggregate of $1,000.

On September 5, 2016 we sold 20,000 shares of our common stock to Irving Katz for the price of $.05 per share or an aggregate of $1,000.

On September 12, 2016 we sold 10,000 shares of our common stock to Faigie Schorr for the price of $.05 per share or an aggregate of $500.

On September 2, 2016 we sold 20,000 shares of our common stock to Donald Katz for the price of $.05 per share or an aggregate of $1,000.

On September 14, 2016 we sold 10,000 shares of our common stock to Yosaif Krohn for the price of $.05 per share or an aggregate of $500.

On September 19, 2016 we sold 100,000 shares of our common stock to Domenico Antonelli for the price of $.05 per share or an aggregate of $5,000.

On September 19, 2016 we sold 200,000 shares of our common stock to Shima Solomon for the price of $.05 per share or an aggregate of $10,000.

On September 21, 2016 we sold 150,000 shares of our common stock to Steve Mellner for the price of $.05 per share or an aggregate of $7,500.

Shares for Services

On October 2, 2016, we issued 15,000 shares of our common stock to John D. Thomas P.C for services rendered. We valued these shares at $.05 per share or an aggregate of $750.

On October 2, 2016, we issued 15,000 shares of our common stock to Chene C. Gardner& Associates for services rendered. We valued these shares at $.05 per share or an aggregate of $750.

On October 2, 2016, we issued 15,000 shares of our common stock to Kenneth I Denos P.C for services rendered. We valued these shares at $.05 per share or an aggregate of $750.

On October 2, 2016, we issued 30,000 shares of our common stock to Kyle M. Denos for services rendered. We valued these shares at $.05 per share or an aggregate of $1,500.

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On October 2, 2016, we issued 5,000 shares of our common stock to Mary Foster for services rendered. We valued these shares at $.05 per share or an aggregate of $250.

On October 2, 2016, we issued 5,000 shares of our common stock to Jake Arave for services rendered. We valued these shares at $.05 per share or an aggregate of $250.

On October 2, 2016, we issued 50,000 shares of our common stock to Elliott Polatoff for services rendered. We valued these shares at $.05 per share or an aggregate of $2,500.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number	Description
3.1	Articles of Incorporation of CROE, Inc.
3.2	Bylaws of CROE, Inc.
4.1	Form of Subscription Agreement
5.1	Opinion of John D. Thomas P.C.
10.1	Lease Agreement between Croe, Inc. and Acadia Properties LLC
10.2	Agreement between Kenneth I Denos P.C. and Croe, Inc.
10.3	Agreement between Jake Arave and Croe, Inc.
10.4	Agreement between Mary Foster and Croe, Inc.
10.5	Agreement between Chene Gardner & Associates and Croe, Inc.
10.6	Agreement between Kyle Denos and Croe, Inc.
10.7	Agreement between John D. Thomas P.C. and Croe, Inc.
14.1	Code of Ethics for the Registrant
23.1	Consent of Michael Studer CPA, P.C.
23.2	Consent of John D. Thomas P.C. (included in Exhibit 5.1)

UNDERTAKINGS

Undertakings of the Registrant

The Registrant hereby further undertakes:

(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Sec. 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Limitation of Liability of Directors and Officers; Indemnification and Advance of Expenses

Pursuant to our charter and under the Utah Revised Business Corporation Act (hereafter, the “Utah Act”), our directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal dividend payments or stock redemptions under Utah law or any transaction from which a director has derived an improper personal benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to our directors, officers, employees and agents (and any other persons to which applicable law permits us to provide indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent permitted by applicable law.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned in her personal capacity, thereunto duly authorized, in the City of Draper, State of Utah, on the 20th day of October, 2016.

CROE, INC.

Dated: October 20, 2016		/s/ Deborah Thomas
		Deborah Thomas

KNOW ALL MEN BY THESE PRESENT, each person whose signature appears below hereby constitutes and appoints Deborah Thomas and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1933, this Registration Statement has been signed by the following persons on behalf of the Registrant on the dates indicated.

Signature	Title	Date


/s/ Deborah Thomas	Chief Executive Officer and	October 20, 2016
Deborah Thomas	Director


/s/ Elliott Polatoff	Non-executive Director	October 20, 2016
Elliott Polatoff

Exhibit 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

The undersigned, Deborah Thomas, being the Chief Executive Officer of CROE, Inc., a Utah corporation (the “Corporation”), hereby certify the following:

The original Articles of Incorporation of CROE, Inc. were filed with the Utah Division of Corporation and Commercial Code on December 2, 2013.

Pursuant to Section 16-10a-1006 of the Utah Revised Business Corporation Act of the State of Utah, these Restated Articles of Incorporation restate and integrate, and further amend the provisions of the Articles of Incorporation of this corporation.

The Articles of Incorporation of the corporation have been amended and restated to read as follows:

Articles of Incorporation

CROE, INC.

The undersigned natural person of the age of eighteen (18) years or more, acting as incorporator under the provisions of the Utah Revised Business Corporation Act (hereinafter referred to as the "Act") adopts the following Articles of Incorporation:

Article I

Name

The name of this corporation is CROE, INC. (the "Corporation").

Article II

Purposes and Powers

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Act.

Article III

Limitation of Liability

A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) the amount of a financial benefit received by a director to which such director is not entitled; (ii) an intentional infliction of harm on the Corporation or the shareholders; (iii) a violation of Section 16-10a-842 of Utah Code Ann.; or (iv) an intentional violation of criminal law. If the laws of the State of Utah are amended after the adoption of these Articles of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the laws of the State of Utah, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Article IV

Authorized Shares

The Corporation is authorized to issue two classes of shares to be designated, respectively, "Preferred Stock" and "Common Stock". The number of shares of Preferred Stock authorized to be issued is Ten Million (10,000,000). The number of shares of Common Stock authorized to be issued is Fifty Million (50,000,000). The Preferred and Common Stock shall have a par value of $0.001 per share.

(A) Provisions Relating to the Common Stock. Each holder of Common Stock is entitled to one vote for each share of Common Stock standing in such holder's name on the records of the Corporation on each matters submitted to a vote of the stockholders, except as otherwise required by law.

(B) Provisions Relating to the Preferred Stock. The Board of Directors (the "Board") is authorized, subject to limitations prescribed by law and the provisions of this article 4, to provide for the issuance of the shares of Preferred Stock in one or more series, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(1) The number of shares constituting that series and distinctive designation of that series;

(2) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which dates or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(3) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(4) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board shall determine;

(5) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(6) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(7) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of share of that series;

(8) Any other relative or participation rights, preferences and limitations of that series;

(9) If no shares of any series of Preferred Stock are outstanding, the elimination of the designation, powers, preferences, and right of such shares, in which event such shares shall return to their status as authorized but undesignated Preferred Stock.

Article V

Registered and Designated Office and Agent

The address of the initial registered office and designated office of the Corporation is c/o Deborah Thomas, 11650 South State Street, Suite 240, Draper, Utah 84020. The name of the initial registered agent of the Corporation at that address is Deborah Thomas.

Article VI

Incorporator

The name and address of the incorporator of the Corporation is Deborah Thomas, 11650 South State Street, Suite 240, Draper, Utah 84020.

Article VII

Exemption From Control Shares Acquisitions Act

The Utah Control Share Acquisition Act, Section 61-6-1 et seq., Utah Code Annotated, 1953, as amended, shall not apply to control share acquisitions of shares of the Corporation

[End of Articles]

4. These Amended and Restated Articles of Incorporation were approved by the Board of Directors of the Corporation by unanimous written consent dated August 31, 2016.

IN WITNESS WHEREOF, these Amended and Restated Articles of Incorporation have been signed under the seal of the Corporation effective as of the 31^st day of August, 2016.

	CROE, INC.


	/s/ Deborah Thomas
	Deborah Thomas, Chief Executive Officer

The appointment of the undersigned as the initial registered agent of the Corporation is hereby accepted.

	CROE, INC.


	/s/ Deborah Thomas
	Registered Agene

Exhibit 3.2

BYLAWS OF

CROE, INC.

A Utah Corporation

Adopted by Resolution dated December 2, 2013

TABLE OF CONTENTS

	Page

ARTICLE 1. OFFICES	1
1.1. Business Offices	1
1.2. Registered Office	1

ARTICLE 2. SHAREHOLDERS	1
2.1. Annual Meeting	1
2.2. Special Meetings	1
2.3. Place of Meeting	1
2.4. Notice of Meeting	1
2.4.(a) Content and Mailings Requirements	1
2.4.(b) Effective Date	2
2.4.(c) Effect of Adjournment	2
2.5. Waiver of Notice	2
2.5.(a) Written Waiver	2
2.5.(b) Attendance at Meetings	2
2.6. Record Date	2
2.6.(a) Fixing of Record Date	2
2.6.(b) Effect of Adjournment	3
2.7. Shareholder List	3
2.8. Shareholder Quorum and Voting Requirements	3
2.8.(a) Quorum	3
2.8.(b) Voting Groups	3
2.8.(c) Shareholder Action	3
2.9. Proxies	4
2.10. Voting of Shares	4
2.11. Meetings by Telecommunications	4
2.12. Action Without a Meeting	4
2.12.(a) Written Consent	4
2.12.(b) Post-Consent Notice	4
2.12.(c) Effective Date and Revocation of Consents	5

ARTICLE 3. BOARD OF DIRECTORS	5
3.1. General Powers	5
3.2. Number, Tenure and Qualifications	5
3.3. Regular Meetings	5
3.4. Special Meetings	5
3.5. Notice of Special Meetings	6
3.6. Quorum and Voting	6
3.6.(a) Quorum	6
3.6.(b) Voting	6
3.6.(c) Presumption of Assent	6

3.7. Meetings by Telecommunications	6
3.8. Action Without a Meeting	7
3.9. Resignation	7
3.10. Removal	7
3.11. Vacancies	7
3.12. Compensation	7
3.13. Committees	8

ARTICLE 4. OFFICERS	8
4.1. Number	8
4.2. Appointment and Term of Office	8
4.3. Removal	8
4.4. Resignation	8
4.5. Authority and Duties of Officers	8
4.5.(a) President	9
4.5.(b) Vice-President	9
4.5.(c) Secretary	9
4.5.(d) Treasurer	9
4.6. Salaries	10

ARTICLE 5. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES	10
5.1. Indemnification of Directors and Officers	10
5.1.(a) Determination and Authorization	10
5.1.(b) Standard of Conduct	10
5.1.(c) No Indemnification in Certain Circumstances	11
5.1.(d) Indemnification in Derivative Actions Limited	11
5.2. Advance of Expenses for Directors and Officers	11
5.3. Indemnification of Agents and Employees Who Are Not Directors or Officers	12
5.4. Insurance	12

ARTICLE 6. STOCK	12
6.1. Issuance of Shares	12
6.2. Certificates for Shares	12
6.2.(a) Content	12
6.2.(b) Legend as to Class or Series	13
6.2.(c) Shareholder List	13
6.2.(d) Transferring Shares	13
6.3. Shares Without Certificates	13
6.4. Registration of the Transfer of Shares	13

ARTICLE 7. MISCELLANEOUS	13
7.1. Inspection of Records by Shareholders and Directors	13
7.2. Corporate Seal	13
7.3. Amendments	14
7.4. Fiscal Year	14

ARTICLE 1. OFFICES

1.1. Business Offices. The principal office of the corporation shall be located in such location as the board of directors may determine from time to time. The corporation may have such other offices, either within or without Utah, as the board of directors may designate or as the business of the corporation may require from time to time.

1.2. Registered Office. The registered office of the corporation required to be kept by the Utah Revised Business Corporation Act (as it may be amended from time to time, the "Act") shall be located within the State of Utah and may be, but need not be, identical with the principal office. The address of the registered office may be changed from time to time.

ARTICLE 2. SHAREHOLDERS

2.1. Annual Meeting. The annual meeting of the shareholders shall be held on such date and such time as shall be designated from time to time by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day.

2.2. Special Meetings. Special meetings of the shareholders, for any purpose or purposes described in the meeting notice, may be called by the president or by the board of directors, and shall be called by the president at the written request of the holders of not less than one-tenth of all the votes entitled to be cast on any issue proposed to be considered at the meeting.

2.3. Place of Meeting. The board of directors may designate any place, either within or without the State of Utah, as the place of meeting for any annual or any special meeting of the shareholders. If no designation is made by the directors, the place of meeting shall be the principal office of the corporation in the State of Utah.

2.4. Notice of Meeting.

2.4. (a) Content and Mailings Requirements. Written notice stating the date, time and place of each annual or special shareholder meeting shall be delivered no fewer than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, the board of directors, or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting and to any other shareholder entitled by the Act or the articles of incorporation to receive notice of the meeting. Notice of special shareholder meetings shall include a description of the purpose or purposes for which the meeting is called.

2.4. (b) Effective Date. Written notice shall be deemed to be effective at the earlier of: (1) when mailed, if addressed to the shareholder's address shown in the corporation's current record of shareholders; (2) when received; (3) five days after it is mailed; or (4) on the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

2.4. (c) Effect of Adjournment. If any shareholder meeting is adjourned to a different date, time or place, notice need not be given of the new date, time and place, if the new date, time and place is announced at the meeting before adjournment. But if a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of this section to those persons who are shareholders as of the new record date.

2.5. Waiver of Notice.

2.5. (a) Written Waiver. A shareholder may waive any notice required by the Act, the articles of incorporation or the bylaws, by a writing signed by the shareholder entitled to the notice, which is delivered to the corporation (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records.

2.5. (b) Attendance at Meetings. A shareholder's attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or effective notice; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.6. Record Date.

2.6. (a) Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any distribution, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date. Such record date shall not be more than 70 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is so fixed by the board for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, the record date for determination of such shareholders shall be at the close of business on the day before the first notice is delivered to shareholders. If no record date is fixed by the board for the determination of shareholders entitled to receive a distribution, the record date shall be the date the board authorizes the distribution. If no record date is fixed by the board for the determination of shareholders entitled to take action without a meeting, the record date shall be the date the first shareholder signs a consent.

2.6. (b) Effect of Adjournment. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

2.7. Shareholder List. After fixing a record date for a shareholders' meeting, the corporation shall prepare a list of the names of its shareholders entitled to be given notice of the meeting. The list must be arranged by voting group and within each voting group by class or series of shares, must be alphabetical within each class or series, and must show the address of, and the number of shares held by, each shareholder. The shareholder list must be available for inspection by any shareholder, beginning on the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting and any adjournment thereof. The list shall be available at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held.

2.8. Shareholder Quorum and Voting Requirements.

2.8. (a) Quorum. At any meeting of shareholders, a majority of the issued and outstanding shares of the corporation entitled to vote, represented in person or in proxy, shall constitute a quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or the Act provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

2.8. (b) Voting Groups. If the articles of incorporation or the Act provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group. If the articles of incorporation or the Act provide for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

2.8. (c) Shareholder Action. If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Act require a greater number of affirmative votes. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

2.9. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy which is executed in writing by the shareholder or which is executed by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.

2.10. Voting of Shares. Unless otherwise provided in the articles of incorporation or by applicable law, each outstanding share, regardless of class, is entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2.11. Meetings by Telecommunications. Any or all shareholders may participate in an annual or special meeting by, or conduct the meeting through the use of, any means of communication by which all shareholders participating may hear each other during the meeting. A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

2.12. Action Without a Meeting.

2.12. (a) Written Consent. Any action which may be taken at a meeting of the shareholders may be taken without a meeting and without prior notice if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote with respect to the subject matter thereof were present and voted. Action taken under this section has the same effect as action taken at a meeting of shareholders and may be described as such in any document.

2.12. (b) Post-Consent Notice. Unless the written consents of all shareholders entitled to vote have been obtained, notice of any shareholder approval without a meeting shall be given at least ten days before the consummation of the action authorized by such approval to (i) those shareholders entitled to vote who have not consented in writing, and (ii) those shareholders not entitled to vote and to whom the Act requires that notice of the proposed action be given. Any such notice must contain or be accompanied by the same material that is required under the Act to be sent in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

2.12. (c) Effective Date and Revocation of Consents. No action taken pursuant to this section shall be effective unless all written consents on which the corporation relies for the taking of an action are received by the corporation within a 60-day period and not revoked. Such action is effective as of the date the last written consent necessary to effect the action is received, unless all of the written consents specify a later date as the effective date of the action. If the corporation has received written consents signed by all shareholders entitled to vote with respect to the action, the effective date of the action may be any date that is specified in all the written consents as the effective date of the action. Any such writing may be received by the corporation by electronically transmitted facsimile or other form of communication providing the corporation with a complete copy thereof, including a copy of the signatures thereto. Any shareholder giving a written consent pursuant to this section may revoke the consent by a signed writing describing the action and stating that the consent is revoked, provided that such writing is received by the corporation prior to the effective date of the action.

ARTICLE 3. BOARD OF DIRECTORS

3.1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.

3.2. Number, Tenure and Qualifications. The authorized number of directors shall be not less than three nor more than nine: provided, however, if the number of shareholders shall be less than three, the number of directors may equal the number of shareholders. The current number of directors shall be within the limits specified above, as determined (or as amended from time-to-time) by resolution adopted by either the shareholders or the directors. Each director shall hold office until the next annual meeting of shareholders or until the director's earlier death, resignation or removal. However, if a director's term expires, the director shall continue to serve until his or her successor shall have been elected and qualified, or until there is a decrease in the number of directors. Directors do not need to be residents of Utah or shareholders of the corporation.

3.3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders, for the purpose of appointing officers and transacting such other business as may come before the meeting. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

3.4. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or the chairman of the board of directors. The person authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors.

3.5. Notice of Special Meetings. Notice of the date, time and place of any special director meeting shall be given at least two days previously thereto either orally or in writing. Oral notice shall be effective when communicated in a comprehensive manner. Written notice is effective as to each director at the earlier of: (a) when received; (b) five days after deposited in the United States mail, addressed to the director's address shown in the records of the corporation; or (c) the date shown on the return receipt if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the director. Any director may waive notice of any meeting before or after the date and time of the meeting stated in the notice. Except as provided in the next sentence, the waiver must be in writing and signed by the director entitled to the notice. A director's attendance at or participation in a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting because of lack of or defective notice, and does not thereafter vote for or assent to action taken at the meeting. Unless required by the articles of incorporation, neither the business to be transacted at, nor the purpose of, any special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

3.6. Quorum and Voting.

3.6. (a) Quorum. A majority of the number of directors prescribed by resolution adopted pursuant to section 3.2 of these bylaws, or if no number is prescribed, the number in office immediately before the meeting begins, shall constitute a quorum for the transaction of business at any meeting of the board of directors, unless the articles of incorporation require a greater number.

3.6. (b) Voting. The act of the majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the board of directors unless the articles of incorporation require a greater percentage.

3.6. (c) Presumption of Assent. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; (2) the director contemporaneously requests that his or her dissent or abstention as to any specific action be entered in the minutes of the meeting; or (3) the director causes written notice of his or her dissent or abstention as to any specific action be received by the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

3.7. Meetings by Telecommunications. Any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

3.8. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if all the directors consent to such action in writing. Action taken by written consent is effective when the last director signs the consent, unless, prior to such time, any director has revoked a consent by a signed writing received by the corporation, or unless the consent specifies a different effective date. A signed consent has the effect of an action taken at a meeting of directors and may be described as such in any document.

3.9. Resignation. A director may resign at any time by giving a written notice of resignation to the corporation. Such a resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date, and the acceptance of such resignation shall not be necessary to make it effective.

3.10. Removal. The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal. The removal may be with or without cause unless the articles of incorporation provide that directors may only be removed with cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director. A director may be removed only if the number of votes cast to remove him or her exceeds the number of votes cast not to remove him or her.

3.11. Vacancies. Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the shareholders or the board of directors may fill the vacancy. During such time If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. If the vacant office was held by a director elected by a voting group of shareholders: (1) if one or more directors are elected by the same voting group, only such directors are entitled to vote to fill the vacancy if it is filled by the directors; and (2) only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

3.12. Compensation. By resolution of the board of directors, each director may be paid his or her expenses, if any, of attendance at each meeting of the board of directors and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

3.13. Committees. The board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors. Those sections of this Article 3 which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members.

ARTICLE 4. OFFICERS

4.1. Number. The officers of the corporation shall be a president, a secretary and a treasurer, each of whom shall be appointed by the board of directors. Such other officers and assistant officers as may be deemed necessary, including, but not limited to, a Chief Executive Officer, Chief Financial Officer, and any vice-presidents, may also be appointed by the board of directors. If specifically authorized by the board of directors, an officer may appoint one or more officers or assistant officers. The same individual may simultaneously hold more than one office in the corporation.

4.2. Appointment and Term of Office. The officers of the corporation shall be appointed by the board of directors for a term as determined by the board of directors. The designation of a specified term does not grant to the officer any contract rights, and the board can remove the officer at any time prior to the termination of such term. If no term is specified, the officer shall hold office until he or she resigns, dies or until he or she is removed in the manner provided in section 4.3 of these bylaws.

4.3. Removal. Any officer or agent may be removed by the board of directors at any time, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

4.4. Resignation. Any officer may resign at any time, subject to any rights or obligation under any existing contracts between the officer and the corporation, by giving notice to the president or board of directors. An officer's resignation shall be effective when received by the corporation, unless the notice specifies a later effective date, and the acceptance of such resignation shall not be necessary to make it effective.

4.5. Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the board of directors or these bylaws, except that in each event each officer shall exercise such powers and perform such duties as may be required by law:

4.5. (a) President. If a Chief Executive Officer has not been appointed by the board of directors, the president shall be the chief executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. Unless there is a chairman of the board, the president shall, when present, preside at all meetings of the shareholders and of the board of directors. The president may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. In general, the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

4.5. (b) Vice-President. If appointed, the vice-president (or if there is more than one, each vice-president) shall assist the president and shall perform such duties as may be assigned to him or her by the president or by the board of directors. If appointed, in the absence of the president or in the event of his death, inability or refusal to act, the vice-president (or in the event there is more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. (If there is no vice-president, then the treasurer shall perform such duties of the president.)

4.5. (c) Secretary. The secretary shall: (i) keep the minutes of the proceedings of the shareholders, the board of directors and any committees of the board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records; (iv) when requested or required, authenticate any records of the corporation; (v) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (vi) sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (vii) have general charge of the stock transfer books of the corporation; and (viii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the board of directors. Assistant secretaries, if any, shall have the same duties and powers, subject to the supervision of the secretary.

4.5. (d) Treasurer. If appointed, the treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the corporation; (ii) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositaries as shall be selected by the board of directors; and (iii) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors shall determine. Assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.

4.6. Salaries. The salaries of the officers shall be fixed from time to time by the board of directors.

ARTICLE 5. INDEMNIFICATION OF DIRECTORS,

OFFICERS, AGENTS AND EMPLOYEES

5.1. Indemnification of Directors and Officers. The corporation shall indemnify any individual made a party to a proceeding because the individual is or was a director or officer of the corporation, against liability incurred in the proceeding, but only if such indemnification is both (i) determined permissible and (ii) authorized, as such are defined in subsection (a) of this section 5.1. (Such indemnification is further subject to the limitation specified in subsection 5.1(c).)

5.1. (a) Determination and Authorization. The corporation shall not indemnify a director or officer under this section unless:

(1) a determination has been made in accordance with the procedures set forth in section 16-10a-906(2) of the Act that the director or officer met the standard of conduct set forth in subsection (b) below; and

(2) payment has been authorized in accordance with the procedures set forth in section 16-10a-906(4) of the Act based on a conclusion that the expenses are reasonable, the corporation has the financial ability to make the payment, and the financial resources of the corporation should be devoted to this use rather than some other use by the corporation.

5.1. (b) Standard of Conduct. The individual shall demonstrate that:

(1) his or her conduct was in good faith; and

(2) he or she reasonably believed that his or her conduct was in, or not opposed to, the corporation's best interests; and

(3) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

5.1.(c) No Indemnification in Certain Circumstances. The corporation shall not indemnify a director or officer under this Section 5.1 of Article 5:

(1) in connection with a proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the corporation; or

(2) in connection with any other proceeding charging that the director or officer derived an improper personal benefit, whether or not involving action in his or her official capacity, in which proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.

5.1. (d) Indemnification in Derivative Actions Limited. Indemnification permitted under this section 5.1 in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

5.2. Advance of Expenses for Directors and Officers. If a determination is made, following the procedures of section 16-10a-906(2) of the Act, that the director or officer has met the following requirements and if an authorization of payment is made following the procedures and standards set forth in section 16-10a-906(4) of the Act, then the corporation shall pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in advance of final disposition of the proceeding, if:

5.2. (a) the director or officer furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the standard of conduct described in section 5.1;

5.2. (b) the director or officer furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and

5.2. (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under section 5.1 of these bylaws or Part 9 of the Act.

5.3. Indemnification of Agents and Employees Who Are Not Directors or Officers. The board of directors may indemnify and advance expenses to any employee or agent of the corporation who is not a director or officer of the corporation to any extent consistent with public policy, as determined by the general or specific actions of the board of directors.

5.4. Insurance. By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the corporation, against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a director, officer, employee, fiduciary or agent, whether or not the corporation would have the power to indemnify such person under the applicable provisions of the Act.

ARTICLE 6. STOCK

6.1. Issuance of Shares. The corporation may issue the number of shares of each class or series of capital stock authorized by the articles of incorporation. The issuance or sale by the corporation of any shares of its authorized capital stock of any class shall be made only upon authorization by the board of directors, unless otherwise provided by statute. The board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts or arrangements for services to be performed (if such contracts are in writing), or other securities of the corporation. Shares shall be issued for such consideration as shall be fixed from time to time by the board of directors.

6.2. Certificates for Shares.

6.2. (a) Content. Shares may but need not be represented by certificates in such form as determined by the board of directors and stating on their face, at a minimum, the name of the corporation and that it is formed under the laws of the State of Utah, the name of the person to whom issued, and the number and class of shares and the designation of the series, if any, the certificate represents. Such certificates shall be signed (either manually or by facsimile) by any two officers of the corporation and may be sealed with a corporate seal or a facsimile thereof. If the certificates are signed by facsimile, such certificates must be countersigned by a transfer agent or registered by a registrar, other than the corporation itself or an employee of the corporation. Each certificate for shares shall be consecutively numbered or otherwise identified.

6.2. (b) Legend as to Class or Series. If the corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

6.2. (c) Shareholder List. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.

6.2. (d) Transferring Shares. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

6.3. Shares Without Certificates. The board of directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates under section 6.2 of these bylaws.

6.4. Registration of the Transfer of Shares. Registration of the transfer of shares of the corporation shall be made only on the stock transfer books of the corporation. In order to register a transfer, the record owner shall surrender the shares to the corporation for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsements are genuine and effective. Unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the owner, the person in whose name shares stand in the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE 7. MISCELLANEOUS

7.1. Inspection of Records by Shareholders and Directors. A shareholder or director of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation required to be maintained by the corporation under the Act, if such person gives the corporation written notice of the demand at least five business days before the date on which such a person wishes to inspect and copy. The scope of such inspection right shall be as provided under the Act.

7.2. Corporate Seal. The board of directors may provide a corporate seal which may be circular in form and have inscribed thereon any designation including the name of the corporation, the state of incorporation, and the words "Corporate Seal."

7.3. Amendments. The corporation's board of directors may amend or repeal the corporation's bylaws at any time unless:

7.3. (a) the articles of incorporation or the Act reserve this power exclusively to the shareholders in whole or part; or

7.3. (b) the shareholders, in adopting, amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw; or

7.3. (c) the bylaw either establishes, amends or deletes a greater shareholder quorum or voting requirement.

Any amendment which changes the voting or quorum requirement for the board must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever are greater.

7.4. Fiscal Year. The fiscal year of the corporation shall be established by the board of directors.

[End of Bylaws]

Exhibit 4.1

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is entered into as of the date of acceptance set forth below (the “Acceptance Date”) by and between CROE, INC., a corporation organized under the laws the state of Utah (the "Company"), and the undersigned, ___________________ (hereafter, the "Undersigned").

1. Subscription. The Undersigned hereby subscribes to purchase ___________________ units (“Units”), each Unit consisting 10,000 shares of common stock for an exercise price of $0.05 per share, substantially in the form attached to this Agreement. The purchase price of the Units is Five Hundred Dollars ($500) per Unit. The Undersigned hereby tenders to the Company the amount of ____________________________ Dollars $___________________________ (the "Invested Amount") in exchange for these Units. The Undersigned acknowledges that this Agreement is subject to acceptance, in full or in part, by the Company. If this Agreement is rejected, the Company shall promptly return to the Undersigned the Invested Amount submitted to the Company with this Agreement without interest or deduction.

2. Warranties of Company. The Company hereby represents and warrants that:

(a) The issuance of the Units to the Undersigned upon the terms and conditions set forth herein has been authorized by all requisite corporate action;

(b) The Company is a corporation validly formed and existing in good standing as of the date hereof in Utah; and

3. Investment Intent. The Undersigned represents that it is acquiring the Units hereunder for investment and not with a view to the sale or other distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and that the Undersigned has no present intention of selling or otherwise disposing of all or any portion of the Shares, Warrants, or Shares convertible therefrom (collectively, the “Securities”). The Undersigned represents that it is acquiring the Securities for the Undersigned's own account and that no one else has any beneficial ownership in the Units to be acquired hereby.

4. Investment Risks. The Undersigned acknowledges that:

(a) There are substantial risks incident to the acquisition of the Securities, and the Undersigned recognizes the speculative nature and risks of loss associated with investments of this type; and

(b) The Company has a very limited financial and operating history and has yet to achieve a profit.

5. Securities Law Restrictions on Transfer. The Undersigned acknowledges that:

(a) In reliance upon the representations and warranties set forth herein, none of the Securities have been registered under federal law with the United States Securities and Exchange Commission ("SEC") or under applicable state law registration requirements and, accordingly, may not be offered, sold, or otherwise transferred, except in compliance with the applicable federal and state law;

(b) The Undersigned must bear the economic risk of the Undersigned's investment in the Securities indefinitely, unless the Securities are registered pursuant to the Securities Act and applicable state law or, in the opinion of counsel in the form and substance satisfactory to The Company, an exemption from the registration requirement is available;

(c) The Undersigned cannot be assured that any exemption from the registration requirement of the Securities Act and applicable state law will be available should the Undersigned desire to transfer any of the Securities, and, therefore, the Undersigned may not be able to dispose of or otherwise transfer the Securities under the circumstances, in the amounts, or at the times proposed by the Undersigned;

(d) Rule 144 promulgated by the SEC under the Securities Act, which provides for certain limited, routine sales of unregistered securities, may not be available with respect to the Securities, and the Company is presently under no obligation to furnish the information that might be necessary to enable the Undersigned to sell any of the Securities under Rule 144;

(e) Only the Company may file a registration statement with the SEC, and the Company is under no obligation to do so with respect to any of the Securities; and

(f) The Undersigned understands that the Securities may each bear a legend substantially similar to the following, in addition to any other legends required by federal or state laws:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE AND SATISFACTORY TO THE ISSUER OF THE SECURITIES, SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

6. Access to Information; Independent Investigation. The Undersigned, in making the decision to purchase the Units, has relied upon independent investigations made by him or his representative, if any, and the Undersigned or his representative have, prior to any sale to the Undersigned, been given access and the opportunity to ask questions of and to receive answers from, the Company or any person acting on its behalf concerning the books and records of the Company, all material contracts, public filings, and documents of the Company, and the terms and conditions of the transactions contemplated by this Agreement. The Undersigned or his representative have been furnished with all materials relating to the business, finances, and operation of the Company and the Undersigned or his representative has received complete and satisfactory answers to any and all inquiries relating thereto.

7. Residence or Domicile. The Undersigned represents that the Undersigned's address of principal residence (for individual purchasers) or principal office (for non-individual purchasers) is as follows:

Street Address

City State/Country Postal Code

( ) ( )

Tel. No. Fax No.

8. Execution of Subscription Agreement. The Undersigned represents that the Undersigned has executed this Agreement either personally or by its duly authorized representative and that the information that the Undersigned has provided herein is both accurate and complete.

9. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements or understandings with respect to the subject matter hereof.

10. Amendments. This Agreement may be amended only in a writing that refers to this Agreement and that it is signed by both parties hereto.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah.

IN WITNESS WHEREOF, the Undersigned or its duly authorized representative has executed this Agreement on the date set forth on the attached signature page.

Signature Page to Subscription Agreement with

CROE, INC.

		SIGNATURE OF INDIVIDUAL INVESTOR

Date		Name (please print)

Social Security No.		Signature


		SIGNATURES OF JOINT INVESTORS

Date		Name (please print)

Social Security No.		Signature

Date		Name (please print)

Social Security No.		Signature

Invested Amount $ __________________________

Make checks payable to:
CROE, INC.
11650 South State Street
Suite 240
Draper, Utah 84020

Subscriber hereby directs that the Units be held as follows (check one):

____ Individual Ownership

____ Joint Tenants with right of Survivorship

____ Tenants in Common

____ Other (specify): ________________________________

ACCEPTANCE BY THE COMPANY

This Subscription Agreement is hereby accepted by CROE, INC. as of __________________________, 2016 (the "Acceptance Date").

By:

Its:

Signature Page to Subscription Agreement with

CROE, INC.

		SIGNATURE OF ENTITY INVESTOR

Date		Entity Name (please print)

Title of Authorized Representative		Name of Authorized Representative


		SIGNATURES OF JOINT INVESTORS

		Signature

Invested Amount $ ____________________

Make checks payable to:
CROE, INC.
11650 South State Street
Suite 240
Draper, Utah 84020

Institution:

ACCEPTANCE BY THE COMPANY

This Subscription Agreement is hereby accepted by CROE, INC. as of _______________________, 2016 (the "Acceptance Date").

Its

Exhibit 10.1

SUBLEASE AGREEMENT

Sublessor:

ACADIA PROPERTIES LLC

a Utah limited liability company

Sublessee:

Croe, Inc.

A Utah corporation

Premises

Located at:

11650 South State St. Suite 240

Draper, Utah 84020

TABLE OF CONTENTS

1. Basic Sublease Information	1
2. Sublease	2
2.1 Premises	2
2.2 Common Area	3
2.3 Sublease Subject to Master Lease	3
2.4 Signage	3
3. Condition of Premises	3
4. Term	3
4.1 Term	3
4.2 Surrender	3
4.3 Holding Over	3
5. Rent	4
5.1 Definition	4
5.2 Monthly Base Rent	4
5.3 Payment	4
5.4 Late Charge and Interest	4
6. Taxes, Utilities and Services	4
6.1 Personal Property Taxes	4
6.2 Sublessor to Provide Utilities and Services	5
6.3 Special or Excess Usage	5
7. Security Deposit	5
8. Use; Compliance with Laws; Permits	5
8.1 Use	5
8.2 Compliance with Law; Prohibited Activities	5
9. Assignment and Subletting	5
10. Alterations	5
11. Repairs and Maintenance	5
11.1 Sublessee's Repairs	5
11.2 Sublessor's Repairs	5

12. Damage and Destruction	5
12.1 Termination of Master Lease	5
12.2 Sublessor's Right to Terminate	6
13. Eminent Domain	6
13.1 Termination of Master Lease	6
13.2 Sublessor's Right to Terminate	6
13.3 Award	6
14. Default	6
14.1 Events of Default	6
14.2 Sublessor's Remedies	7
15. Indemnification	7
16. General Provisions	8
16.1 Notices	8
16.2 Entry by Sublessor	8
16.3 Liens	8
16.4 Time	8
16.5 Entire Agreement	8
16.6 Governing Law	8
16.7 Definition of Sublessor	9
16.8 Authority	9
16.9 Joint and Several Liability	9
16.10 Quiet Use and Enjoyment	9

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (the "Sublease") is entered as of this 1st day of October 2016, by and between ACADIA PROPERTIES LLC, a Utah limited liability company (“Sublessor”) and Croe, Inc., a Utah corporation ("Sublessee").

RECITALS

A. Subleasor is presently the lessee of the premises (the "Premises") designated as Suite 240, consisting of approximately 4,000 rentable square feet, on the first floor of that certain office building (the "Building") commonly known as 11650 South State St. Suite, 240, Draper Utah, 84020 (the "Master Lease"), by and between Bach Management ("Master Lessor") and Sublessor.

B. Sublessor, has a designed purpose to establish and administer sublease agreement for the premises.

C. Sublessor desires to sublease a portion of the authorized Premises (the “Subleased Premises”) to Sublessee and Sublessee desires to sublease the Subleased Premises from Sublessor pursuant to the terms, covenants and conditions set forth below.

D. Except as expressly set forth below, all capitalized terms used below without definition shall be as defined in the Basic Sublease Information section.

AGREEMENT

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Basic Sublease Information. The information set forth in this Section (the "Basic Sublease Information") is intended to supplement or summarize the provisions set forth in the full text of this Sublease. Each reference in this Sublease to any of the terms set forth below shall mean the respective information set forth next to such term as amplified, construed, or supplemented by any particular section of the Sublease pertaining to such information. In the event of a conflict between the provisions of this Section and the full text of the Sublease, the full text of the Sublease shall control.

Sublessor:

ACADIA PROPERTIES LLC

a Utah limited liability company

Sublessor's Address:

11650 South State St. Suite 240, Draper, Utah 84020

Sublessee:

Croe

Sublessee's Address:

11650 South State St. Suite 240, Draper, Utah 84020

Permitted Use:

General office

Monthly Base Rent:

$500.00 plus an allocation for telecommunications usage and a basic office supplies usage fee are included in said Monthly Base Rent. Sublessor reserves the right to increase the office supply usage fee is sublessee exceeds customary and reasonable use.

Commencement Date:

October 1, 2016 and First Payment due January 1, 2017

Expiration Date:

December 31, 2017

2. Sublease.

2.1 Premises. Upon the Commencement Date, Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, the Subleased Premises subject to all of the terms, covenants and conditions in this Sublease.

2.2 Common Area. Sublessee shall have, as appurtenant to the Premises and subject to such reasonable rules and regulations from time to time made by Sublessor of which Sublessee is given notice, the non-exclusive right to use the following common areas (the "Common Areas"): (i) the means of ingress and egress provided to the Building; (ii) the common stairways and access ways, lobbies, entrances, stairs, elevators and any passageways of the Building serving the Premises; and (iii) the common rest room facilities located in the Building provided for the common use of the subtenants of Sublessor in the Building. Sublessee shall have the non-exclusive right in common with other subtenants to use one (1) parking space in the parking area serving the Building, but Sublessee acknowledges that, upon ten (10) days written notice, Sublessor shall have the right to terminate this right to use the parking space.

2.3 Signage. Sublessee agrees that no signs, advertisements, or notices whatsoever shall be inscribed, painted, or affixed on or to any part of the Premises or the Building, without the written consent of Sublessor, which consent may be withheld in Sublessor's sole discretion.

3. Condition of Premises. Sublessee acknowledges that Sublessor would not sublease the Premises except on an "AS-IS" basis, and agrees that Sublessee accepts the Premises in its "AS-IS" condition with all faults and that Sublessor has no duty or obligation to perform any work on the Premises. In entering into this Sublease, Sublessee is relying solely on Sublessee's own investigation of the condition of the Premises.

4. Term.

4.1 Term. The term (the "Term") of this Sublease shall commence on October 1, 2016 (the "Commencement Date") upon which Sublessor shall tender possession of the Premises to Sublessee and the Term shall expire on December 31, 2017 (the "Expiration Date"). All obligations of Sublessee hereunder shall commence on the Commencement Date.

4.2 Surrender. Upon the expiration or earlier termination of the Term of this Sublease, Sublessee shall surrender the Premises, together with any personal property therein belonging to Sublessor, and any Alterations (as defined in Section 10 hereof) made thereto, broom clean and free of debris, and in good working order, repair and condition, except for reasonable wear and tear.

4.3 Holding Over. If Sublessee remains in possession of the Premises after the expiration or earlier termination of this Sublease without the permission of Sublessor, Sublessee shall be deemed a Subleasor-at-sufferance, in which event Sublessor shall indemnify and hold Sublessor and Master Lessor, and each of them, harmless from and against all claims, liability, damages, costs or expenses, including reasonable attorneys fees and costs incurred by Sublessor or Master Lessor, or both, and arising directly or indirectly from Sublessee's failure to timely surrender the Premises, including: (i) any rent payable by or any loss, cost, or damages, including lost profits, applicable to any holdover period, claimed by any prospective Subleasor or subSubleasor of the Premises; (ii) damages as a result of such prospective Subleasor or subSubleasor rescinding or refusing to enter into the prospective lease or sublease of the Premises by reason of such failure to surrender the Premises; and (iii) the reasonable rental value of the Premises which Sublessee acknowledges shall be no less than 150% of the monthly base rent then in effect immediately before the expiration or earlier termination of the Term.

5. Rent.

5.1 Definition. As used in this Sublease, the term "Rent" shall include: (i) the Monthly Base Rent; and (ii) all other amounts which Sublessee is obligated to pay under the terms of this Sublease.

5.2 Monthly Base Rent. The Monthly Base Rent for each of months of the Term shall be the sum of $500.00 plus a $50 allocation for telecommunications usage and an office supplies usage fee.

5.3 Payment. Beginning on the Commencement Date and continuing on the first day of each month thereafter during the Term hereof, Sublessee shall pay to Sublessor the Monthly Base Rent in advance. Rent for any portion of a month shall be prorated on the basis of a thirty (30) day month. All Rent payable hereunder shall be paid in lawful money of the United States and without prior notice or demand, deduction or offset for any cause whatsoever.

5.4 Late Charge and Interest. Sublessee acknowledges that its late payment of the Monthly Base Rent will cause Sublessor to incur certain costs and expenses not contemplated by this Sublease, including without limitation administrative and collection costs and processing and accounting expenses, the exact amount of which is extremely difficult or impractical to fix. Accordingly, if any installment of the Monthly Base Rent is not paid within five (5) days after the due date thereof, Sublessee shall pay to Sublessor, in addition to the installment of Monthly Base Rent then owing, a late payment charge equal to five percent (5%) of the amount of the delinquent installment, regardless of whether a notice of default or notice of termination has been given by Sublessor. The parties agree that this late charge represents a reasonable estimate of the costs and expenses incurred by Sublessor from, and is fair compensation to Sublessor for its loss suffered by, such nonpayment by Sublessee. Nothing in this Section shall relieve Sublessee of its obligation to pay any Rent at the time and in the manner provided by this Sublease or constitute a waiver of any default of Sublessee with regard to any nonpayment of Rent.

6. Taxes, Utilities and Services.

6.1 Personal Property Taxes. Sublessee shall pay prior to delinquency any and all taxes and assessments against and levied upon trade fixtures, furnishings, equipment, and personal property (including any personal property leased by Sublessor to Sublessee hereunder) contained in the Premises.

6.2 Sublessor to Provide Utilities and Services. Subject to the limitations set forth in this Section, Sublessor shall provide to the Premises, at no cost to Sublessee, the following services and utilities of such quality and in such quantities as are usually furnished or supplied for use of the Premises as a general office and services incidental thereto: (i) electricity, gas, water, lighting, and heating, ventilating and air conditioning ("HVAC") (provided that the HVAC equipment shall only be operated between the hours of 8:00 a.m. through 6:00 p.m. weekdays, exclusive of legal holidays) and (ii) janitorial services to be provided weekdays, exclusive of legal holidays. To the extent not expressly described above, Sublessee shall procure, at its sole cost and expense, any and all facilities necessary to supply the Premises with all other utilities services required for its use and occupancy of the Premises hereunder. Sublessee shall make payment for any such utilities and services directly to the person or entity supplying such services.

6.3 Special or Excess Usage. If Sublessee requires utilities or services in excess of that usually furnished or supplied for use of the Premises as a general office and services incidental thereto or the operation of the HVAC equipment outside the hours specified in Section 6.2 above, then Sublessee shall pay Sublessor's reasonable charge for such special services or excess utilities as additional rent.

7. Security Deposit. Sublessor acknowledges receipt of the Security Deposit of $1,100. The Security Deposit shall secure Sublessee's obligations under this Sublease to pay Rent and any other monetary amounts, to maintain the Premises and repair damages thereto, to surrender the Premises to Sublessor in the condition required by Section 4.2 above and to discharge Sublessee's other obligations hereunder. In no event shall the Security Deposit be considered an advanced payment of the last month's rent.

8. Use; Compliance with Laws; Permits.

8.1 Use. The Premises are to be used for the rendering of general office purposes only and for no other purpose or business.

8.2 Compliance with Law; Prohibited Activities. Sublessee shall observe and comply with the requirements of all covenants, conditions and restrictions of record regarding the Premises and all federal, state and local laws, statutes, rule and regulations now or hereafter in effect which apply to the use or occupancy thereof by Sublessee. Sublessee shall not (i) commit, or suffer to be committed or exist, on the Premises any waste, or any nuisance, or other act or thing which may disturb the quiet enjoyment of any other Subleasor in the Building; or (ii) do or permit to be done in or about the Premises, or bring or keep anything therein, which will in any way increase the existing rate, or cause the cancellation, of the all risk fire insurance on the Building. Sublessee shall not use, store, generate, transit or dispose of any hazardous substances upon, in about, or under the Premises, except any use or storage of any such hazardous substances customarily used in Sublessee's business, provided that such use or storage complies with all applicable laws. As used herein, hazardous substances means any and all hazardous, ultra-hazardous, or toxic substances, wastes or materials regulated under any laws or regulations applicable to the environment or the protection of human health.

9. Assignment and Subletting. Sublessee shall not have the right to assign this Sublease or sublet or otherwise permit the occupancy of the Premises or any part thereof.

10. Alterations. Sublessee shall not make or suffer to be made any alterations, additions or improvements (collectively the "Alterations") in, on, or to the Premises without the prior written consent of Sublessor, which consent may be granted, conditioned or withheld in Sublessor's sole discretion. Any Alterations in, on or to the Premises that Sublessee desires to undertake, which require the consent of Sublessor hereunder, shall be presented to Sublessor in written form, with proposed detailed plans. Sublessor shall approve or reject such Alterations within twenty (20) days after receipt. If rejected, Sublessor shall provide Sublessee with a written explanation of the reasons for such rejection.

11. Repairs and Maintenance.

11.1 Sublessee's Repairs. Sublessee shall, at Sublessee's sole expense, keep the Premises, including, without limitation, all doors, windows, plate glass, floor coverings, interior walls and fixtures, in good working order and repair.

11.2 Sublessor's Repairs. Sublessor shall, at Sublessor's sole expense, maintain the Building, including without limitation, the HVAC, the roof and all structural portions of the Building, except that Sublessee shall, at Sublessee's sole expense, immediately repair any area damaged by Sublessee, Sublessee's agents, employees, licensees, invitees and visitors.

12. Damage and Destruction.

12.1 Termination of Master Lease. If, as the result of any damage or destruction, Master Lessor or Sublessor exercise any option either may have to terminate the Master Lease as to all or any portion of the Premises, this Sublease shall terminate to the same extent, effective as of the date of such termination of the Master Lease.

12.2 Sublessor's Right to Terminate. If this Sublease is not terminated following any damage or destruction as provided above, then Sublessor shall have the right to terminate this Sublease upon written notice to Sublessee.

13. Eminent Domain.

13.1 Termination of Master Lease. If as the result of any condemnation by eminent domain, inverse condemnation, or sale in lieu of condemnation, for any public or a quasi-public use or purpose ("Condemned" or "Condemnation"), Master Lessor or Sublessor exercise any option either may have to terminate the Master Lease as to all or any portion of the Premises, this Sublease shall terminate to the same extent, effective as of the date of such termination of the Master Lease.

13.2 Sublessor's Right to Terminate. If this Sublease is not terminated following any such Condemnation as set forth above, this Sublease shall remain in full force and effect and, at Sublessor's sole election, Sublessor shall have the right to either repair, restore or rebuild the Premises as nearly as practicable to substantially the condition in which the Premises existed immediately prior to such Condemnation or terminate this Sublease upon written notice to Sublessee.

13.3 Award. In no event shall Sublessee be entitled to any award from the condemning authority for the leasehold value which shall belong to Sublessor. Sublessee shall, however, be entitled to any relocation benefits provided under applicable law.

14 Default.

14.1 Events of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" on the part of Sublessee with or without notice from Sublessor (except as required by Section 15.1(iii) below):

(i) Vacation or Abandonment. Sublessee's vacation (which is defined as the failure to remain open for business at the Premises for a period of thirty (30) continuous days) or abandonment of the Premises;

(ii) Payment. Sublessee's failure to pay any installment of Rent on or before five (5) days after written notice from Sublessor that such payment is due;

(iii) Performance. Sublessee's failure to perform any of Sublessee's covenants, agreements or obligations hereunder (other than the nonpayment of Rent which shall be governed by Section 15.1(ii) above) on or before thirty (30) days after written notice thereof from Sublessor;

14.2 Sublessor's Remedies.

(i) Abandonment. If Sublessee vacates or abandons the Premises, this Sublease shall continue in effect unless and until terminated by Sublessor in writing, and Sublessor shall have all of the rights and remedies provided under Utah law (i.e. Sublessor may continue this Sublease in effect after Sublessee's breach and abandonment and recover Rent as it becomes due, if Sublessee has the right to sublet or assign subject only to reasonable limitations).

(ii) Termination. Following the occurrence of any Event of Default, Sublessor shall have the right, so long as the default continues, to terminate this Sublease by written notice to Sublessee setting forth: (i) the default; (ii) the requirements to cure it; and (iii) a demand for possession, which shall be effective three (3) days after it is given. Sublessor shall not be deemed to have terminated this Sublease other than by delivering written notice of termination to Sublessee.

(iii) Possession. Following termination of the Sublease, without prejudice to any other remedies Sublessor may have by reason of Sublessee's default or of such termination, Sublessor may then or at any time thereafter (i) peaceably reenter the Premises, or any part thereof, upon voluntary surrender by Sublessee, or, expel or remove Sublessee and any other persons occupying the Premises, using such legal proceedings as may be available; (ii) repossess and enjoy the Premises, or relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term), at such rental or rentals and upon such other terms and conditions as Sublessor in Sublessor's sole discretion shall determine, with the right to make reasonable alterations and repairs to the Premises; and (iii) remove all personal property from the Premises.

(iv) Recovery. Following termination of the Sublease, Sublessor shall have all the rights and remedies of a Sublessor under Utah law.

15. Indemnification. Sublessee shall indemnify, defend with counsel reasonably acceptable to Sublessor, and hold Sublessor, and its officers, directors, employees and agents, harmless from and against any and all liabilities, penalties, losses, damages, costs and expenses, demands, causes of action, claims or judgments, including, without limitation, attorneys' fees and expenses (collectively referred to as the "Claims") arising, claimed or incurred against or by Sublessor, or its officers, directors, employees or agents, from any matter or thing arising from (i) the use or occupancy of the Premises by Sublessee or any of its employees, agents, servants, licensees and invitees, the conduct of Sublessee's business, or from any activity, work or other thing done, permitted or suffered by Sublessee in or about the Premises; (ii) any accident, injury to or death of any person or loss of or damage to property of any such person occurring on or about the Premises or any part thereof during the term hereof; or (iii) any breach or default in the performance of any

obligation on Sublessee's part or to be performed under the terms of this Sublease. Sublessee shall have no obligation to indemnify, defend and hold Sublessor harmless from and against any Claims resulting solely from Sublessor's breach of this Sublease or from the gross negligence or willful misconduct of Sublessor. Notwithstanding any provision hereof to the contrary, the indemnification provided in this Section shall survive any termination of this Sublease or expiration of the Term hereof. Sublessee shall give prompt notice to Sublessor in case of casualty or accidents known to Sublessee on or about the Premises.

16. General Provisions.

16.1 Notices. All notices or demands of any kind required or desired to be given hereunder shall be in writing and mailed postage prepaid by certified or registered mail, return receipt requested, or by personal delivery, to the appropriate address indicated in the Basic Sublease Information, or at such other place or places as either Sublessor or Sublessee may, from time to time, designate in a written notice given to the other. Notices shall be deemed to be delivered four (4) days after the date of mailing thereof, or upon earlier receipt.

16.2 Entry by Sublessor. Sublessor and its authorized representatives shall have the right to enter the Premises at all reasonable times and upon reasonable notice (provided that in the event of an emergency, notice need not be given) for the purpose of inspecting the same or taking any action or doing any work permitted hereunder (but nothing herein contained in this Lease shall create or imply any duty on the part of Sublessor to make any such inspection or to take any such action or do any such work).

16.3 Liens. Sublessee covenants that it will not, during the Term hereof, suffer or permit any lien to be attached to or upon the Premises, or any portion thereof, by reason of any act or omission on the part of Sublessee, and hereby agrees to save and hold harmless Sublessor from or against any such lien or claim of lien.

16.4 Time. Time is of the essence of this Sublease.

16.5 Entire Agreement. This Sublease contains all of the covenants, conditions and agreements between the parties concerning the Premises, and shall supersede all prior correspondence, agreements and understandings concerning the Premises, both oral and written. No addition or modification of any term or provision of this Sublease shall be effective unless set forth in writing and signed by both Sublessor and Sublessee.

16.6 Governing Law. This Sublease shall be governed by and construed in accordance with the laws of the State of Utah applicable to contracts to be performed in such State.

16.7 Definition of Sublessor. As used in this Sublease, the term "Sublessor" means only the current owner of the leasehold interest of the lessee under the Master Lease at the time in question.

16.8 Authority. Each individual executing this Sublease on behalf of Sublessee represents and warrants that he or she is duly authorized to execute and deliver this Sublease on behalf of Sublessee, and that this Sublease is binding upon Sublessee in accordance with its terms. As a condition precedent to the legal effectiveness of this Sublease, Sublessor may, at Sublessor's option, require corporate or partnership resolutions as are reasonably necessary to establish the authority of Sublessee to execute this Sublease.

16.9 Joint and Several Liability. If more than one person or entity, or both, is the Sublessee, the obligations imposed under this Sublease shall be joint and several.

16.10 Quiet Use and Enjoyment. So long as Sublessee is not in default hereunder, Sublessee's quiet use and enjoyment of the Premises shall not be disturbed.

IN WITNESS WHEREOF, the parties shall be deemed to have executed this Sublease as of the date first set forth above.

CROE, INC.		ACADIA PROPERTIES LLC.
A Delaware corporation		a Utah limited liability company
By:__________________________________		By:_____________________________________
Its:__________________________________		Its:_____________________________________

By:__________________________________		By:_____________________________________
Its:__________________________________		Its:_____________________________________

Exhibit 10.2

K e n n e t h I. D e n o s, P. C.

11650 South State Street, Suite 240

Draper, Utah 84020

(801) 816-2511

Fax: (801) 816-2599

[email protected]

August 1, 2016

VIA EMAIL

Ms. Deborah Thomas- CEO

CROE, Inc.

Re: Engagement as Special Counsel

Dear Deborah:

Thank you for selecting Kenneth I. Denos, P.C., a Utah professional corporation (“KIDPC”), to represent to represent CROE, Inc. (the "Company") in respect of various commercial matters (hereafter, collectively, the “Engagement”). The purpose of this letter is to set forth the terms of the Engagement. Please review this letter carefully and, if it meets with your approval, please sign the enclosed copy of this letter and return it to me at the above address.

Services and Scope of Engagement.

KIDPC's Engagement is for general corporate governance and transactional matters, and is limited to the following:

1.1

Drafting of a Registration Statement on Form S-1 (the “Registration Statement”);

1.2

Drafting of Contracts, Opinions, Resolutions and Other Corporate Governance Documents Related to the Registration Statement;

1.3

Preparing and Facilitating PPM, Form D, and Blue Sky Filings;

1.4

Assisting the Company with State and Federal Securities Law Compliance;

1.5

Miscellaneous Other Tasks Directly Related to the Registration Statement as Directed.

KIDPC's acceptance of this Engagement does not involve an undertaking to represent your interests in any other matter.

Fees for Professional Services. The Company agrees, to pay the following fees:

1.1

An Initial Fee of Fifteen Thousand (15,000) Shares of Common Stock of the Company; and

Ms. Deborah Thomas

Page 2

1.2

$350.00 per hour;

1.3

Costs and expenses as approved by the Company.

Term

This Engagement is from August 1, 2016 until the latter of October 31, 2016, or the Registration Statement being declared effective by the Securities and Exchange Commission (the "Term").

Costs

(a)

Certain Out-of-Pocket Costs.

The Company will be required to reimburse KIDPC for any out-of-pocket costs incurred in connection with the Engagement. Examples of such expenses will include, express mail and courier charges, other filing fees, recording fees, consultant fees, and other postage charges.

(b)

Other Firm Services

Typically, KIDPC charges its clients not only for legal services rendered, but also for other ancillary services provided. Examples include charges for long distance telephone calls, in-house messenger deliveries, computerized research services, and the use of our facsimile and photocopy machines. While our charges for these services are measured by use, they do not, in all instances, reflect our actual out-of-pocket costs. For some of these items, the true cost of providing the service is difficult to establish. While we are constantly striving to maintain these charges at rates which are lower than those maintained by others in our markets, in some instances, the amounts charged exceed the actual costs to KIDPC.

Termination & Withdrawal

(a)

Termination.

The Company may terminate KIDPC’s representation at any time by notifying the undersigned. The Company’s termination of our services will not affect its responsibility for the payment of fees incurred in connection with the Engagement as set forth herein. If such termination occurs, the Company’s papers and property, will be returned to the Company promptly upon receipt of payment for outstanding fees and costs. Our own files, including lawyer work product, pertaining to the matter will be retained.

(b)

Withdrawal

We may withdraw from representation if the Company fails to fulfill the obligations under this Engagement, or as permitted or required under any applicable law, standard of professional conduct or rule of court, or upon our reasonable notice to the Company.

Ms. Deborah Thomas

Page 3

Arbitration

Although we do not expect that any dispute between us will arise, in the event of any dispute under this Engagement, including a dispute regarding the amount of fees, the quality of our services, or the payment of fees hereunder, such dispute shall be determined by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Any such Arbitration shall be held in Salt Lake City, Utah. The arbitrator shall have the discretion to order that the costs of arbitration, including fees, other costs and reasonable attorney's fees shall be borne by the losing party. By agreeing to this provision, the Company and KIDPC waive the right to a trial by jury or to a judge. The Company may wish to seek the advice of independent counsel of its choosing before agreeing to this provision.

Once again, thank you for selecting Kenneth I. Denos, P.C. to represent the Company in this matter. Please call me if you have any questions.

Very truly yours,

KENNETH I. DENOS, P.C.

/s/ Kenneth I. Denos

Kenneth I. Denos

President

Agreed and accepted:

CROE, INC.

/s/ Deborah Thomas

Deborah Thomas - CEO

Exhibit 10.3

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) dated as of August 1, 2016, is between CROE, Inc., a Utah corporation (“CROE” or the “Company”), and Jake Arave, an individual residing in the State of Utah (“Consultant”), collectively referred to herein as the “Parties” or individually as a “Party.”

W I T N E S S E T H:

WHEREAS, Consultant has expertise in business management and advisory services; and

WHEREAS, CROE wishes to retain the consulting services (hereafter, the “Services”) of Consultant in respect of Consultant’s areas of expertise;

WHEREAS, Consultant wishes to provide CROE with such Services;

NOW, THEREFORE, CROE and Consultant agree as follows:

1. Engagement. The Company hereby engages and retains Consultant as an advisor and consultant for a period from August 1, 2016 until the latter of October 31, 2016, or the declaration of effectiveness of the Company’s registration statement on Form S-1 by the Securities and Exchange Commission, and thereafter on a month-to-month basis.

2. Nature of Services. Consultant agrees that during the Consulting Term, he will personally provide the Services hereunder unless otherwise agreed with the Company.

3. Compensation. During the Consulting Term, as consideration for the Services rendered by Consulting under this Agreement, CROE agrees to pay Consultant a consulting fee of Five Thousand (5,000) shares of the Conmpany’s common stock (the “Consulting Fee”).

4. Business Expenses. The Company shall promptly reimburse Consultant for all pre-approved and reasonable out-of-pocket business expenses incurred in fulfilling Consultant’s duties hereunder, in accordance with the general policy of the Company in effect from time to time, provided that Consultant furnishes to the Company adequate records and other documentary evidence required by all federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of each such business expense as a deduction on the federal or state income tax returns of the Company.

5. Termination. Either the Company or Consultant may terminate this Agreement at any time, upon thirty (30) days written notice; provided however, that should this Agreement be terminated by the Company without cause prior to the end of the Consulting Term, Consultant shall be entitled to the Consulting Fee, payable in the same manner as if this Agreement had not been so terminated. In the event this Agreement is terminated, all obligations of the Company and all obligations of Consultant shall cease.

6. Independent Contractor Status.

(a) Non-Exclusive. As an independent contractor, Consultant shall have the right to perform services for others during the term of this Agreement or any extension thereof, provided such services are not in conflict with the services to be performed under this Agreement. Consultant shall be responsible for providing its own separate equipment, supplies, and office facilities to perform the services hereunder.

(b) Control. Consultant has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.

(c) Discretion. Consultant has the right to perform the services required by this Agreement at any place, location, or time.

(d) Equipment and Materials. Consultant will furnish all equipment and materials used to provide the services required by this Agreement.

(e) Training. Neither Consultant nor Consultant’s employees or contract personnel shall receive any training from the Company in the skills necessary to perform the services required by this Agreement.

(f) No Withholdings. With respect to any payments made to Consultant hereunder, the Company will not (a) withhold FICA (Social Security and Medicare Taxes), (b) make FICA payments, (c) make State or Federal Unemployment Compensation Contributions on behalf of Consultant or any of its employees or personnel, or (d) withhold State or Federal Income Tax, or other taxes or withholdings as may be required for employees in the State of Utah, from any payments made to Consultant or any of its employees or personnel under this Agreement. Consultant will be responsible for paying all taxes incurred while performing its duties under this Agreement.

7. Miscellaneous.

(a) No Conflicts. Consultant hereby represents that, to the best of Consultant’s knowledge, Consultant’s performance of all the terms of this Agreement and work as a Consultant of the Company does not breach any oral or written agreement which Consultant has made prior to his engagement with the Company pursuant to this Agreement.

(b) Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto, and supersedes any and all previous oral and written and all contemporaneous oral negotiations, commitments, writings and understandings of the Parties with respect to the matters specified herein

(c) Severability. Whenever possible, each provision of the Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is prohibited by or held invalid under applicable law, that provision shall be ineffective to the extent of its prohibition or invalidity, without invalidating the remainder of that provision or the remaining provisions of this Agreement.

(d) Waiver and Amendment. A waiver by either Party of any of the terms and conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of that term or condition for the future, or of any subsequent breach thereof, or of any other term and condition of this Agreement. This Agreement may be amended only by an instrument in writing executed by the Parties hereto.

(e) Notices. Any notice, request, demand or other communication permitted to be given hereunder shall be in writing to the following address:

If to CROE:	If to Consultant:
Attn: Chief Executive Officer	Attn: Mr. Jake Arave
11650 South State Street, Suite 240
Draper, Utah 84020
T +1 801 816 2522	T +1
email: [email protected]	email:

Notice shall be deemed to be duly given under this subsection when personally delivered to an officer of the Company or to Consultant, as the case may be, via email or facsimile, or three days after being deposited in the United States mail, by certified or registered mail, return receipt requested, postage prepaid. Either Party may change by notice the address to which notices are to be sent.

(f) Assignment. This Agreement may not be assigned by either Party without written consent by the other party hereto.

(g) Binding Effect. This Agreement shall be binding upon and inure to the benefit of Consultant and the Company and the the Parties’ successors and assigns.

(h) Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the law of the State of Utah.

(i) Venue and Jurisdiction. In the event of a dispute regarding this Agreement, the Parties agree that venue and jurisdiction shall be properly and exclusively held with the Federal and State courts located in Salt Lake County, State of Utah.

(j) Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which taken together shall constitute the same instrument.

(k) Attorneys’ Fees. In any legal action between the parties involving a dispute over this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys’ fees and costs.

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date and year first above written.

the “Company”

CROE, INC.

By: /s/ Deborah Thomas

Deborah Thomas, Chief Executive Officer

“Consultant”

/s/ Jake Arave

Jake Arave, individually

Exhibit 10.4

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) dated as of August 1, 2016, is between CROE, Inc., a Utah corporation (“CROE” or the “Company”), and Mary Foster, an individual residing in the State of Utah (“Consultant”), collectively referred to herein as the “Parties” or individually as a “Party.”

W I T N E S S E T H:

WHEREAS, Consultant has expertise in, among other things, the area of EDGAR filing and and XBRL tagging; and

WHEREAS, CROE wishes to retain the consulting services (hereafter, the “Services”) of Consultant in respect of Consultant’s areas of expertise;

WHEREAS, Consultant wishes to provide CROE with such Services;

NOW, THEREFORE, CROE and Consultant agree as follows:

2. Nature of Services. Consultant agrees that during the Consulting Term, she will personally provide the Services hereunder unless otherwise agreed with the Company.

6. Independent Contractor Status.

(b) Control. Consultant has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.

(c) Discretion. Consultant has the right to perform the services required by this Agreement at any place, location, or time.

(d) Equipment and Materials. Consultant will furnish all equipment and materials used to provide the services required by this Agreement.

7. Miscellaneous.

(e) Notices. Any notice, request, demand or other communication permitted to be given hereunder shall be in writing to the following address:

If to CROE:	If to Consultant:
Attn: Chief Executive Officer	Attn: Ms. Mary Foster
11650 South State Street, Suite 240
Draper, Utah 84020
T +1 801 816 2522	T +1
email: [email protected]	email:

(f) Assignment. This Agreement may not be assigned by either Party without written consent by the other party hereto.

(g) Binding Effect. This Agreement shall be binding upon and inure to the benefit of Consultant and the Company and the the Parties’ successors and assigns.

(h) Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the law of the State of Utah.

(j) Counterparts. This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which taken together shall constitute the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date and year first above written.

the “Company”

CROE, INC.

By: /s/ Deborah Thomas

Deborah Thomas, Chief Executive Officer

“Consultant”

/s/ Mary Foster

Mary Foster, individually

Exhibit 10.5

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is made this 1^st day of August, 2016 by and between CROE, Inc., a corporation organized pursuant to the laws of the state of Utah (the “Company”), and Chene C. Gardner and Associates, a Utah limited liability company (“CCGA”, or the "Consultant").

WHEREAS, the Company has retained the Consultant to perform certain consulting services for the Company;

WHEREAS, the Company and the Consultant desire to set forth the terms and conditions upon which the Consultant has been and shall be retained by, and provide services to, the Company; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein made, the parties agree as follows:

I. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

A. "Affiliate" shall mean, with respect to a Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such first Person. For purposes of this Agreement, the term "control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

B. "Person" shall mean an individual, partnership, corporation, limited liability partnership or company, trust, joint venture or other entity.

II. Consulting Services.

A. For the period of August 1, 2016 until the latter of October 31, 2016, or the declaration of effectiveness of the Company’s registration statement on Form S-1 by the Securities and Exchange Commission, and thereafter on a month-to-month basis.

B. As part of the Consultant’s duties hereunder, Consultant shall generally advise and consult with management and advisors to the Company concerning various accounting, financial, business, administrative, and commercial matters.

C. The Consultant shall promote the Company's interests in accordance with the highest professional standards and perform services in compliance with all applicable federal, state and local laws.

D. The Consultant may enlist the services of subcontractors to assist the Consultant with various consulting services.

E. The Consultant is not, and shall not be deemed in any way, to be Company's agent, and Company shall not be bound by or liable for any representations made by the Consultant. The Consultant specifically acknowledges that he shall have no authority to bind Company or its Affiliates to any obligation, agreement or otherwise.

F. The Consultant may engage in other outside business activities that do not prevent the Consultant from rendering the services required of him hereunder.

III. Fees.

A. Subject to the terms and conditions of this Agreement, the Company shall be obligated to pay to the Consultant, and the Consultant shall accept from the Company in full payment and complete satisfaction of any and all amounts due under this Agreement.

The Company shall pay the Consultant 15,000 restricted shares of the Company’s common stock. Which shares shall be deemed earned in full at the execution of this Agreement.

The death, disability or termination of the Consultant by the Company, with or without cause, prior to the expiration of the term of this Agreement shall not result in or give rise to any claim or right of repayment of any Compensation paid to the Consultant under this Agreement.

IV. Term.

Term - The term of this Agreement commenced on August 1, 2016 and shall remain in effect through the latter of October 31, 2016, or the declaration of effectiveness of the Company’s registration statement on Form S-1 by the Securities and Exchange Commission, or unless continued pursuant to Section IIA.

V. Independent Contractor.

A. The Consultant is and shall be an independent contractor and is not and shall not be deemed or construed to be an employee of the Company by virtue of this Agreement. Neither the Consultant nor the Company shall hold the Consultant out as an agent, partner, officer, director, or other employee of the Company in connection with this Agreement or the performance of any of the duties, obligations or performances contemplated hereby and the Consultant further specifically disclaims any

and all rights to any equity interest in or a partnership with the Company by virtue of this Agreement or any of the transactions contemplated hereby.

B. The Consultant's Acknowledgments - The Consultant specifically acknowledges and agrees that he shall

(i) have no authority to execute any contracts or agreements on behalf of the Company or its Affiliates;

(ii) shall have no authority to bind the Company or its Affiliates to any obligation (contractual or otherwise); and

(iii) shall have no authority to spend money on behalf of the Company without the Company's consent.

VI. Indemnification.

The Company shall indemnify, defend and hold harmless the Consultant from and against all claims, losses, costs, damages and expenses, including, without limitation, attorneys' fees and costs, incurred by the Consultant resulting from or arising in connection with any intentional or willful misconduct by the Company or any misrepresentation or concealment of a material fact supplied in written materials provided by Company to the Consultant for use in performing the Consultant's duties hereunder. This section shall survive termination of this Agreement regardless of the reason for such termination.

VII. Miscellaneous

A. Entire Agreement - This Agreement and any additional agreements executed concurrently therewith represent the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersede all other negotiations, understandings and representations (if any) made by and between such parties.

Binding Effect - All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, personal representatives, estates, other legal representatives, heirs and permitted assigns, whether so expressed or not.

Severability - If any provision of this Agreement or any other agreement entered into pursuant thereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. If any provision of this

Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. Without limiting the generality of the foregoing, in the event the duration, scope or geographic area contemplated by this Agreement are determined to be unenforceable by a court of competent jurisdiction, the parties agree that such duration, scope or geographic area shall be deemed to be reduced to the greatest scope, duration or geographic area which will be enforceable.

Notices - All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including electronic transmission) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, electronically transmitted, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to such address as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date of transmission with confirmed answer back if by electronic transmission; and (c) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

Waiver - The failure or delay of either party at any time to require performance by the other party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance or observance of that provision or to exercise any right, power or remedy hereunder. Any waiver by either party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision by such party, a waiver of the provisions itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any party in any circumstance shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances.

Enforcement Costs - If any civil action, arbitration or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment

proceedings), incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party.

Remedies Cumulative - Except as otherwise expressly provided herein, no remedy herein conferred on any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy herein shall preclude any other or further exercise thereof.

Counterparts - This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.

Governing Law - This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Utah.

No Construction Against Draftsmen - The parties acknowledge that this is a negotiated agreement, and that in no event shall the terms hereof be construed against either party on the basis that such party, or its counsel, drafted this Agreement.

Independence of Claims - The covenants and obligations of the Consultant set forth in this Agreement shall be construed as independent of any other agreement or arrangement between the Consultant, on the one hand, and the Company or any of its Affiliates, on the other.

Pronouns and Terms - In this Agreement, the use of any gender shall be deemed to include all genders, and the use of the singular shall include the plural and vice versa, wherever it appears appropriate from the context. For all purposes of this Agreement, unless otherwise expressly stated to the contrary, the terms "hereby," "hereto," "hereof," "hereunder" and "herein" shall refer to this entire Agreement; the term "Person" shall include without limitation any corporation, partnership, estate, trust, association, branch, bureau, subdivision, venture, associated groups, individual, government, institution, instrumentality and any other entity, enterprise, association or endeavor of every nature and kind; and reference to the "business" of any person shall also be deemed to include, without limitation, the operations, financial condition and properties of such person.

Third Parties - Unless expressly stated herein to the contrary, nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies hereunder or by reason of this Agreement on any persons other than the parties hereto and their respective legal representatives, successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action against any party to this Agreement.

Jurisdiction and Venue - Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the State of Utah. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

Amendments - The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement.

Further Assurances - The parties hereby agree from time to time to execute and deliver said further and other documents and to do all matters and things which may be convenient or necessary to more effectively and completely carry out the intentions of this Agreement.

Headings - The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

Nothing contained in this Agreement or in any agreement referred to herein shall be deemed or construed to be a payment in return for the referral of patients to the Company or its Affiliates or for the purchasing or leasing of goods or services from the Company or any of its Affiliates.

IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this Agreement as of the date set forth above.

COMPANY	CONSULTANT
CROE, Inc	Chene C. Gardner and Associates, LLC
By: /s/ Deborah Thomas	Chene C. Gardner
Deborah Thomas, Chief Executive Officer	Chene C. Gardner, President

Exhibit 10.6

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") is made this 1^st day of August, 2016 by and between CROE, Inc., a corporation organized pursuant to the laws of the state of Utah (the “Company”), and Kyle Denos, a resident of the state of Utah (the "Consultant").

WHEREAS, the Company has retained the Consultant to perform certain consulting services for the Company;

WHEREAS, the Company and the Consultant desire to set forth the terms and conditions upon which the Consultant has been and shall be retained by, and provide services to, the Company; and

NOW, THEREFORE, in consideration of the mutual covenants and promises herein made, the parties agree as follows:

I. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

B. "Person" shall mean an individual, partnership, corporation, limited liability partnership or company, trust, joint venture or other entity.

II. Consulting Services.

C. The Consultant shall promote the Company's interests in accordance with the highest professional standards and perform services in compliance with all applicable federal, state and local laws.

D. The Consultant may enlist the services of subcontractors to assist the Consultant with various consulting services.

F. The Consultant may engage in other outside business activities that do not prevent the Consultant from rendering the services required of him hereunder.

III. Fees.

C. The Company shall pay the Consultant 30,000 restricted shares of the Company’s common stock. Which shares shall be deemed earned in full at the execution of this Agreement.

D. The death, disability or termination of the Consultant by the Company, with or without cause, prior to the expiration of the term of this Agreement shall not result in or give rise to any claim or right of repayment of any Compensation paid to the Consultant under this Agreement.

IV. Term.

V. Independent Contractor.

contemplated hereby and the Consultant further specifically disclaims any and all rights to any equity interest in or a partnership with the Company by virtue of this Agreement or any of the transactions contemplated hereby.

B. The Consultant's Acknowledgments - The Consultant specifically acknowledges and agrees that he shall

(i) have no authority to execute any contracts or agreements on behalf of the Company or its Affiliates;

(ii) shall have no authority to bind the Company or its Affiliates to any obligation (contractual or otherwise); and

(iii) shall have no authority to spend money on behalf of the Company without the Company's consent.

VI. Indemnification.

VII. Miscellaneous

B. Binding Effect - All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective administrators, executors, personal representatives, estates, other legal representatives, heirs and permitted assigns, whether so expressed or not.

C. Severability - If any provision of this Agreement or any other agreement entered into pursuant thereto is contrary to, prohibited by or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall

be given full force and effect so far as possible. If any provision of this Agreement may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision shall have the meaning which renders it valid and enforceable. Without limiting the generality of the foregoing, in the event the duration, scope or geographic area contemplated by this Agreement are determined to be unenforceable by a court of competent jurisdiction, the parties agree that such duration, scope or geographic area shall be deemed to be reduced to the greatest scope, duration or geographic area which will be enforceable.

D. Notices - All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing (including electronic transmission) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, electronically transmitted, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to such address as any party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (a) on the date delivered if by personal delivery; (b) on the date of transmission with confirmed answer back if by electronic transmission; and (c) on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed.

E. Waiver - The failure or delay of either party at any time to require performance by the other party of any provision of this Agreement, even if known, shall not affect the right of such party to require performance or observance of that provision or to exercise any right, power or remedy hereunder. Any waiver by either party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision by such party, a waiver of the provisions itself, or a waiver of any right, power or remedy under this Agreement. No notice to or demand on any party in any circumstance shall, of itself, entitle such party to any other or further notice or demand in similar or other circumstances.

F. Enforcement Costs - If any civil action, arbitration or other legal proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses

incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that civil action, arbitration or legal proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys' fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party.

G. Remedies Cumulative - Except as otherwise expressly provided herein, no remedy herein conferred on any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy herein shall preclude any other or further exercise thereof.

H. Counterparts - This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.

I. Governing Law - This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Utah.

J. No Construction Against Draftsmen - The parties acknowledge that this is a negotiated agreement, and that in no event shall the terms hereof be construed against either party on the basis that such party, or its counsel, drafted this Agreement.

K. Independence of Claims - The covenants and obligations of the Consultant set forth in this Agreement shall be construed as independent of any other agreement or arrangement between the Consultant, on the one hand, and the Company or any of its Affiliates, on the other.

L. Pronouns and Terms - In this Agreement, the use of any gender shall be deemed to include all genders, and the use of the singular shall include the plural and vice versa, wherever it appears appropriate from the context. For all purposes of this Agreement, unless otherwise expressly stated to the contrary, the terms "hereby," "hereto," "hereof," "hereunder" and "herein" shall refer to this entire Agreement; the term "Person" shall include without limitation any corporation, partnership, estate, trust, association, branch, bureau, subdivision, venture, associated groups, individual, government, institution, instrumentality and any other entity,

enterprise, association or endeavor of every nature and kind; and reference to the "business" of any person shall also be deemed to include, without limitation, the operations, financial condition and properties of such person.

M. Third Parties - Unless expressly stated herein to the contrary, nothing in this Agreement, whether expressed or implied, is intended to confer any rights or remedies hereunder or by reason of this Agreement on any persons other than the parties hereto and their respective legal representatives, successors and permitted assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action against any party to this Agreement.

N. Jurisdiction and Venue - Any civil action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of record of the State of Utah. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be effected on such party by mail, as provided in this Agreement, or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

O. Amendments - The provisions of this Agreement may not be amended, supplemented, waived or changed orally, but only by a writing signed by the party as to whom enforcement of any such amendment, supplement, waiver or modification is sought and making specific reference to this Agreement.

P. Further Assurances - The parties hereby agree from time to time to execute and deliver said further and other documents and to do all matters and things which may be convenient or necessary to more effectively and completely carry out the intentions of this Agreement.

Q. Headings - The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the authorized representatives of the parties hereto have executed this Agreement as of the date set forth above.

COMPANY		CONSULTANT
CROE, Inc.
By: /s/ Deborah Thomas		/s/ Kyle M. Denos
Deborah Thomas, Chief Executive Officer		Kyle M. Denos, individually

Exhibit 10.7

John D. Thomas P.C.

11650 South State St.

Suite 240

Draper, Utah 84 020

(801) 816-2536

Fax: (801) 816-2599

[email protected]

August 1, 2016

Attn: Deborah Thomas- CEO

CROE, Inc.

Re: Engagement as Special Counsel

Dear Mrs. Thomas:

Thank you for selecting John D. Thomas P.C. (“JDT”), to represent CROE, Inc. (the "Company") in general corporate matters, including the preparation of documents, and materials relevant to the business of the Company. The purpose of this letter is to set forth the terms of such representation (hereafter, the “Engagement”). Please review this letter carefully and, if it meets with your approval, please sign the enclosed copy of this letter and return it to me at the above address.

Services and Scope of Engagement

JDT's Engagement is for general corporate governance and transactional matters, and is limited to the following:

1.1

Drafting of a Registration Statement on Form S-1 (the “Registration Statement”);

1.2

Drafting of Contracts, Opinions, Resolutions and Other Corporate Governance Documents Related to the Registration Statement;

1.3

Preparing and Facilitating PPM, Form D, and Blue Sky Filings;

1.4

Assisting the Company with State and Federal Securities Law Compliance;

1.5

Miscellaneous Other Tasks Directly Related to the Registration Statement as Directed.

JDT's acceptance of this Engagement does not involve an undertaking to represent your interests in any other matter.

Fees for Professional Services. The Company agrees, to pay the following fees:

1.1

An Initial Fee of Thirty Thousand (30,000) Shares of Common Stock of the Company; and

1.2

Costs and expenses as approved by the Company.

Term

This Engagement is from August 1, 2016 until the latter of October 31, 2016, or the Registration Statement being declared effective by the Securities and Exchange Commission (the "Term").

Representations & Warranties

In connection with the Engagement, you make the following representations and confirms to the best of your knowledge and belief, the following:

(a)

There has been no:

(i)

Fraud involving you or the Company or its future operating company, the result of which have a material effect on the business, results of operations, or financial condition of the Company; or

(ii)

Communications from regulatory agencies concerning noncompliance with, or deficiencies in, operational or financial reporting practices that could have a material effect on the business, results of operations, or financial condition of the Company.

(b)

There are no unasserted claims or assessments against the Company (or the company it is acquiring) or its officers or directors from regulatory agencies.

(c)

You have or will provide to JDT all information necessary or relevant to the Engagement and such information does not contain any untrue fact or omit to state a material fact necessary in order to make the information provided, in light of the circumstances in which such information has been provided and will be presented to the public in the course of the Engagement, not misleading.

Termination & Withdrawal

(a)

Termination.

You may terminate JDT’s representation at any time by notifying the undersigned. Your termination of our services will not affect your responsibility for the payment of fees as set forth herein. If such termination occurs, your papers and property will be returned to you promptly upon receipt of payment for outstanding fees and costs. Our own files, including lawyer work product, pertaining to the matter will be retained.

(b)

Withdrawal

We may withdraw from representation if you fail to fulfill your obligations under this Engagement, or as permitted or required under any applicable law, standard of professional conduct or rule of court, or upon our reasonable notice to you.

Arbitration

Although we do not expect that any dispute between us will arise, in the event of any dispute under this Engagement, including a dispute regarding the amount of fees or the quality of our services, such dispute shall be determined by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Any such Arbitration shall be held in Salt Lake City, Utah. The arbitrator shall have the discretion to order that the costs of arbitration, including fees, other costs and reasonable attorney's fees shall be borne by the losing party. By agreeing to this provision both you and JDT waive the right to a trial by jury or to a judge. You may wish to seek the advice of independent counsel of your choosing before agreeing to this provision.

Once again, thank you for selecting me to represent your company. Please call me if you have any questions.

Very truly yours,

____________________

John D. Thomas Esq.

Agreed and accepted:

CROE, Inc.

/s/ Deborah Thomas

Deborah Thomas

Exhibit 14.1

Croe, Inc. Code of Ethics

Code of Ethics for Senior Financial Officers

Croe, Inc. (the 'Company') is committed to conducting its business in compliance with applicable laws and regulations and in accordance with high standards of business conduct. The Company strives to maintain the highest standards of accuracy, completeness and integrity in its financial dealings, records and reports. These standards serve as the basis for managing the Company's business, for meeting the Company's duties to its stockholders and for maintaining compliance with financial reporting requirements. Accordingly, the Company has adopted this Code of Ethics for its Chief Executive Officer and Chief Financial Officer and any other senior financial officers (collectively, the 'Senior Financial Officers').

I. Honest and Ethical Conduct

Senior Financial Officers will exhibit and promote honest and ethical conduct by:

Encouraging and rewarding professional integrity and eliminating barriers to responsible behavior.
Promoting the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.
Respecting the confidentiality of information acquired in the course of work, except when authorized or otherwise legally obligated to disclose such information.
Periodically communicating these ethical standards throughout the organization.

II. Financial Records and Periodic Reports

Senior Financial Officers will establish and manage the enterprise transaction and reporting systems and procedures to provide that:

Business transactions are properly authorized and accurately and timely recorded on the Company's books and records in accordance with U.S. generally accepted accounting principles (GAAP) and policies established by the Company.
False or artificial statements are not made in the Company's books and records, financial statements and related communications.
The retention or proper disposal of Company records shall be in accordance with applicable legal and regulatory requirements and any records retention policies established by the Company.
Reports and documents filed by the Company with, or submitted by the Company to, the Securities and Exchange Commission, as well as other public communications made by the Company, will include full, fair, accurate, timely and understandable disclosure.

III. Compliance with Applicable Laws, Rules and Regulations

Senior Financial Officers will establish mechanisms to:

Educate Company employees about applicable governmental laws, rules and regulations.
Monitor compliance with applicable governmental laws, rules and regulations.

IV. Reporting of Non-Compliance

Senior Financial Officers will promptly bring to the attention to the Company's Board of Directors:

Material information that calls into question disclosures made by the Company in its filings with, or submissions to, the Securities and Exchange Commission or in other public communications.
Information concerning significant deficiencies or material weaknesses in the design or operation of the Company's 'internal control over financial reporting' or other factors that could adversely affect the Company's ability to record, process, summarize and report financial data.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal control over financial reporting.
Information concerning a violation of this Code or any other Company conduct codes, including any actual or apparent conflicts of interest between personal and professional relationships, involving management or other employees who have a significant role in the Company's financial reporting, disclosures or internal control over financial reporting.
Evidence of a material violation by the Company or its employees or agents of applicable governmental laws, rules or regulations.

V. Disciplinary Action

In the event of a violation by a Senior Financial Officer of this Code, the Board of Directors shall be responsible for recommending appropriate disciplinary and/or remedial actions.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

I hereby consent to the use in this Registration Statement of Croe, Inc. on Form S-1 of my report dated October 20, 2016, appearing in the Prospectus, which is part of this Registration Statement. I also consent to the reference to the firm under the heading “Experts” in such Prospectus.

/s/ Michael T. Studer CPA P.C.

Michael T. Studer CPA P.C.

Freeport, New York

October 20, 2016

Exhibits 5.1 and 23.2

J o h n D. T h o m a s, P. C.

11650 South State Street

Suite 240

Draper, Utah 84 020

(801) 816-2511

Fax: (801) 816-2599

[email protected]

October 20, 2016

The Board of Directors

CROE, INC.

11650 South State Street, Suite 240

Draper, UT 84020

(801) 816-2500

Re: Opinion and Consent of Counsel with respect to Registration Statement on Form S-1: Securities Act File No. _________

TO WHOM IT MAY CONCERN:

You have requested the opinion and consent of this law firm, as counsel, with respect to the proposed issuance and public distribution of certain securities of Croe, Inc. (the “Company”) pursuant to the filing of a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission.

The proposed registration statement relates to the registration of certain shares of common stock of the Company issued to the selling stockholders, and issuable from the Share Exchange (the “Shares”), as more fully described in the Registration Statement. It is our opinion that the Shares of common stock have been, or in the case of the Share Exchange, will be, issued, duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company in accordance with the General Corporation Law of the State of Utah, other relevant statutory provisions, all applicable provisions of the Utah Constitution, and reported decisions interpreting those laws.

We hereby consent to be named as counsel for Croe, Inc. in the registration statement included therein.

Very truly yours,

JOHN D. THOMAS, P.C.

/s/ John D. Thomas_________

John D. Thomas, Esq.

President

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Form S-1 CROE, INC.

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