1434110--4/14/2009--Propell

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{stock, price, share}

{stock, price, operating}

{interest, director, officer}

{customer, product, revenue}

{control, financial, internal}

{personnel, key, retain}

{acquisition, growth, future}

{competitive, industry, competition}

{system, service, information}

{operation, natural, condition}

{debt, indebtedness, cash}

{cost, regulation, environmental}

{capital, credit, financial}

RISKS RELATED TO OUR COMPANY We may not be able to retain existing customers or acquire new customers. Dependence on a limited number of clients. We may not be able to continue as a going concern. Our future plans and operations are dependent on our raising additional capital. We rely on key vendors, suppliers and foreign sourcing. We may be adversely affected by actions of competitors. We have shifted the focus of one of our subsidiaries and cannot guarantee the success of this new business model. We experience fluctuations in quarterly results. We have no independent audit committee. Our full board of directors functions as our audit committee and is composed of three directors, two of whom are not considered independent. This may hinder our board of directors effectiveness in fulfilling the functions of the audit committee. Our board of directors, which consists of three directors, acts as our compensation committee, which presents the risk that compensation and benefits paid to these executive officers who are board members and other officers may not be commensurate with our financial performance. Governmental regulation could limit our business opportunities and increase costs. There is no assurance that our common stock will be cleared to trade on the Over-the-Counter Bulletin Board. Trading on the OTC Bulletin Board may be sporadic because it is not a stock exchange, and stockholders may have difficulty reselling their shares. Some of our existing stockholders can exert control over us and may not make decisions that are in the best interests of all stockholders. Under certain circumstances we will be responsible for the payment of certain of Crystal Magic s debts. We cannot guarantee that an active trading market will develop for our common stock. There may be future dilution of our common stock. We have incurred operating losses in the past and may not be able to sustain profitability in the future. Recent accounting changes may make it more difficult for us to sustain profitability. We have a limited operating history as a combined entity, which makes it difficult to evaluate our business and prospects for the future. Interruptions to our information technology systems, availability of retail facilities, kiosk manufacturing, personalized--product production processes or customer service operations could damage our reputation and brand and substantially harm our business and results of operations. We may have difficulty managing our growth and expanding our operations successfully. Competitive pricing pressures may harm our business and results of operations. The loss of key personnel and an inability to attract and retain additional personnel could affect our ability and the ability of our subsidiaries to successfully grow our and their business. Crystal Magic s net revenues and results of operations are affected by the level of vacation and other travel by our customers, particularly in our theme park operations, and any declines or disruptions in the travel industry could harm its business. Maintaining and improving our financial controls and the requirements of being a public company may strain our resources, divert management s attention and affect our ability to attract and retain qualified board members. Our stock price may be volatile or may decline regardless of our operating performance. We may issue preferred stock with greater rights than our common stock.

Full 10-K form ▸

1434110--4/14/2009--Propell_Corporation.