UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x ☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 20152020

 

o ☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________.

 

Commission File Number: 000-29935

 

CROWN EQUITY HOLDINGS INC.

Nevada

33-0677140

(Exact name of registrant as specified in its charter)

Nevada

33-0677140

State or other jurisdiction of

incorporation or organizationorganization)

(IRS Employer

Identification Number)

 

11226 Pentland Downs Street, Las Vegas, NV 89141

(Address of principal executive offices)(Zip (Zip Code)

 

Registrant's telephone number, including area code: (702) 683-8946

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Name of each exchange on which registered: None.

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock

 

Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act Yes o ☐     No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act Yes o ☒     No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter period of that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o ☐     No x

 

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the previous 12 months (or for such shorter period that the registrant was required to submit and post such files.) Yes o ☒     No x

 

Indicate by checkmark if disclosure of delinquent filers to Item 405 of Regulation S-K (§229.405) is not contained herein and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. o

 

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.

 

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Smaller reporting company

x

(Do not check if smaller reporting company)

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act,) Yes o ☒     No x

 

The aggregate number of shares of the voting stock held by non-affiliates on June 30, 2015December 31, 2020 was 371,653.2,253,900. The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $286,173 as of June 30, 2015.$2,253,900. For the purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.

 

The number of shares outstanding of the Company's $.001 Par Value Common Stock as of September 15, 2016March 16, 2021, was 11,191,831.12,914,543.

 

DOCUMENTS INCORPORATED BY REFERENCE: None.

 

 

 

TABLE OF CONTENTS

PART I

DISCLOSURE REGARDING FORWARD LOOKING STATEMENT

3

ITEM 1

Business

4

ITEM 1A

Risk Factors

5

ITEM 1B

Unresolved Staff Comments

5

ITEM 2

Properties

5

ITEM 3

Legal Proceedings

5

ITEM 4

Mine Safety Disclosures

5

PART II

ITEM 5

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuers Purchase of Equity Securities

6

ITEM 6

Selected Financial Data

6

ITEM 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

6

ITEM 8

Financial Statements and Supplementary Data

9

ITEM 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

33

ITEM 9A

Controls and Procedures

33

ITEM 9B

Other Information

34

PART III

ITEM 10

Directors and Executive Officers, and Corporate Governance

35

ITEM 11

Executive Compensation

36

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stock Matters

38

ITEM 13

Certain Relationships and Related Transactions

39

ITEM 14

Principal Accounting Fees and Services

40

PART IV

ITEM 15

Exhibits

41

SIGNATURES

42

2

PART I

 

PART IDISCLOSURE REGARDING FORWARD LOOKING STATEMENT

 

Certain statements contained in this Annual Report on Form 10-K may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “seek,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause the Company’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:

·

the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership or a further change in the federal tax rate;

·

the inability to carry out plans and strategies as expected

·

limitations on the availability of sufficient credit or cash flow to fund our working capital needs and capital expenditures and debt service;

·

difficulty in fulfilling the terms of our convertible note payables, which could result in a default and acceleration of our indebtedness under our convertible note payables;

·

the possibility that we issue additional shares of common stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the book value per share of our common stock;

·

the relatively low trading volume of our common stock, which could depress our stock price;

·

competition in the industries in which we operate, both from third parties and former employees, which could result in the loss of one or more customers or lead to lower margins on new projects;

·

a general reduction in the demand for our services;

·

our ability to enter into, and the terms of, future contracts;

·

uncertainties inherent in estimating future operating results, including revenues, operating income or cash flow;

·

complications associated with the incorporation of new accounting, control and operating procedures;

·

the recognition of tax benefits related to uncertain tax positions;

You should understand that the foregoing, as well as other risk factors discussed in this document and in Part I Item 1A, under the heading of Risk Factors could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any information, including information concerning our net operating losses, borrowing availability or cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this report. The Forward-looking Statements are provided in this Annual Report on Form 10-K pursuant to the Safe Harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in context of the estimates, assumptions, uncertainties, and uses described herein.

3

Table of Contents

ITEM 1: BUSINESS

 

A) General

 

Crown Equity Holdings Inc. formerly known as Micro Bio-Medical Waste Systems, Inc. (the "Company") was incorporated on August 31, 1995 as "Visioneering Corporation" under the laws of the State of Nevada.

In 2007, the Company, through a wholly-owned subsidiary, Crown Trading Systems, Inc. ("CTS"), a Nevada corporation, began to develop, sell and produce computer systems which are capable of running multiple monitors from one computer.

In 2009, Crown Trading Systems was dissolved as a corporation and its business was absorbed into the Company. The Company still uses the trade name "Crown Trading Systems." CTS has reseller and distribution agreements with many wholesale and retail computer and components companies but is not presenting engaged in this business due to the lack of demand at the present time. The Company may re-enter this field once the economy rebounds.

 

In December, 2010, the Company formed two wholly owned subsidiaries Crown Tele Services Inc. and CRWE Direct Inc. Crown Tele Services Inc. was formed to provide voice over internet services to clients at a competitive price, CRWE Direct Inc. was formed to provide direct sales to customers. Both entities had minimum sales during the year.

 

In December 2011, the Company formed a wholly owned subsidiary CRWE Real Estate Inc. to hold real estate. This entity had no sales during the year. The company sold the above subsidiaries (Crown Tele Services Inc., CRWE Direct, and CRWE Real Estate Inc.) on the 28th of December, 2017.

 

At the present time, the Company is offering its services to domestic and global companies seeking to become public entities in the United States. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields. The Company provides various consulting services to companies and individuals dealing with corporate structure and operations globally. The Company also provides public relations and news dissemination for publicly and privately held companies.

 

In 2009, the Company re-focused its primary vision to using its network of websites to provide advertising and marketing services, as a worldwide online media advertising publisher, dedicated to the distribution of quality branding information. The Company offers Internet media-driven advertising services, which cover and connect a wide range of marketing specialties, as well as search engine optimization for clients interested in online media awareness. As part of its operations, the Company has utilized the services of software and hardware technicians in developing its websites and adding additional websites. This allows the Company to disseminate news and press releases for its customers as well as general news and financial information on a much bigger scale than it did previously. The Company markets its services to companies seeking market awareness of them and the services or goods that they offer. The Company then publishes information concerning these companies on its many websites. The Company is paid in cash and/or stock of the customer companies. The condition of online publishing remains at an all-time high and is continuing to evolve and grow. It is to a point where online publishing is a key component of a publishing company's strategy in the print dominated market. No longer is the possession of printed reading material adding value to a reader's experience.

 

At the moment, the majority of the Company's publishing sites have light to relatively medium traffic. The Company is presently in the process of strengthening its online publishing competitive position with its strategy of producing and obtaining a stronger presence with its community targeted online news and information publishing. The Company has begun increasingincreased its web presence with the dedicated community targeted news and information publishing websites, which are scheduledwebsites. The Company has increased its readership to begin releasing in January of 2014. This strategy will allow the Company to attain readership and advertisers within communities for additional advertisement value for the Company, as well as creatingcreate a stronger competitive position within the online publishing industry.

2

In July, 2009, the Company granted a non-exclusive license to Velvet International, Inc. allowing Velvet to use the Company's system and method of rendering public financial relations over the Internet. The Company was paid a one-time licensing fee of $250,000 for the license but will not receive any future royalty or license payments from Velvet. Revenue from this sale allowed the Company to expandcompany is continuing its efforts in developing it normal course of business as describe above.

In April 2011 the Company signed a management agreement with Cleantech Transit, Inc., a related party,increasing its readership to provide management and consulting services. The Management and directors of the Company and Cleantech are commonobtain advertisers wanting to each Company.reach its viewership.

 

The Company's office is located at 11226 Pentland Downs Street, Las Vegas NV 89141. The Company is provided office space by one of the officers and directors at no charge.

 

As of December 31, 2015,2020, the Company had no employees and utilized the services of 5+ independent contractors Derrick Bosket, Mark Vegas, Emedia Village, John Scrudato and Arnulfo Saucedo-Bardan during the year. Kenneth Bosket and Montse Zaman, officersOfficers compensation is detailed in Part III, Item 11 of the Company received no remuneration for services for the majority of the year.this filing.

4

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Item 1A: Risk Factors

 

We have experienced net losses and negative cash flows from operating activities, and can expect such losses and negative cash flows to continue in the foreseeable future. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future sales.

If we are unable to adapt to changing market conditions, client requirements or emerging industry standards, our business could be adversely affected.

Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions.

These broad market fluctuations may adversely affect the market price of our common stock. In addition, if our operating results differ from our announced guidance or the expectations of equity research analysts or investors, the price of our common stock could decrease significantly.

Item 1B: Unresolved Staff Comments

None.

Item 2: Properties

 

The Company is provided office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.

 

Item 3: Legal Proceedings

The Company was subject to the following judgment:

Lowell Holden vs. Kenneth Bosket, Crown Equity Holdings Inc.

On March 3, 2015, Lowell Holden received a judgment for $39,965 in the Hennepin County District Court in Minneapolis, MN in reference to monies owed for prior services rendered. The company settled the judgment with a one-time cash payment of $10,000 during the first quarter of 2016. The Company accrued $10,000 payable as of December 31, 2015.

Item 4: Submission of Matters to a Vote of Security Holders

 

None

 

Item 4: Mine Safety Disclosures

None.

5

Table of Contents

PART II

Item 5: Market for Registrant's Common Equity and Related Shareholder Matters and Issuer Purchases of Equity Securities

 

The Company's common stock is currently traded on the OTC Electronic Bulletin Board in the United States, having the trading symbol "CRWE" and CUSIP #22834M107. The Company's stock is traded on the OTC Electronic Bulletin Board. As of December 31, 2015,2020, the Company had 10,904,56412,901,853 shares of its common stock issued and outstanding of which 10,496,15210,647,853 were held by affiliates.

 

The following table reflects the high and low quarterly bid prices for the fiscal years ended December 31, 20152020 and 2014.2019.

 

Period

 

High Bid

 

 

Low Bid

 

1st Qtr. 2015

 

 

2.46

 

 

 

1.48

 

2nd Qtr. 2015

 

 

1.87

 

 

 

0.75

 

3rd. Qtr. 2015

 

 

1.20

 

 

 

0.62

 

4th Qtr. 2015

 

 

1.25

 

 

 

0.65

 

1st Qtr. 2014

 

 

38.00

 

 

 

9.80

 

2nd Qtr. 2014

 

 

20.00

 

 

 

2.00

 

3rd. Qtr. 2014

 

 

2.00

 

 

 

0.80

 

4th Qtr. 2014

 

 

2.99

 

 

 

0.95

 

Period

 

High

 

 

Low

 

1st Qtr. 2020

 

 

1.25

 

 

 

0.75

 

2nd Qtr. 2020

 

 

1.25

 

 

 

0.54

 

3rd. Qtr. 2020

 

 

5.25

 

 

 

1.00

 

4th Qtr. 2020

 

 

4.50

 

 

 

1.00

 

1st Qtr. 2019

 

 

2.10

 

 

 

2.06

 

2nd Qtr. 2019

 

 

2.10

 

 

 

2.10

 

3rd. Qtr. 2019

 

 

2.10

 

 

 

1.92

 

4th Qtr. 2019

 

 

1.55

 

 

 

1.55

 

 

The Internet provided the above information to the Company. These quotations may reflect inter-dealer prices without retail mark-up/mark-down/commission and may not reflect actual transactions.

 
3

As of December 31, 2015,2020, the Company estimates there are approximately 85110 "holders of record" of its common stock and estimates that there are approximately 150no beneficial shareholders of its common stock. The Company has authorized 490,000,000450,000,000 shares of common stock, par value $.001 and 10,000,00020,000,000 shares of preferred stock, par value $.001, none of which 1,000 are designated Series A. The 1,000 Series A preferred stock are outstanding and granted to our President. No other preferred shares are issued and outstanding.

 

Item 6: Selected Financial Data

 

Not applicable.We are a smaller reporting company as defined by Rule 12b-2 of Securities and Exchange Act of 1934 and are not required to provide information under this item.

 

Item 7: Management's Discussion and Analysis or Plan of OperationFinancial Condition and Results of Operations

 

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

When used in this Form 10-K, the words "anticipated", "estimate", "expect", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions including the possibility that the Company will fail to generate projected revenues. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.

OVERVIEW

 

The following discussion of the financial condition, changes in financial condition and results of operations of the Company for the fiscal years ended December 31, 20152020 and 20142019 should be read in conjunction with the financial statements of the Company and related notes included therein.

 

The Company was incorporated on August 31, 1995 as Visioneering Corporation. In 1999, the Company acquired 20/20 Web Design, Inc., a Colorado corporation wholly owned by Crown Partners, Inc. In August, 2009, Crown Partners transferred its shares of the Company to Crown Marketing Corporation ("Crown Marketing") in exchange for marketing and public relation services to be provided by Crown Marketing.

 

In July, 2009, the Company received a one-time licensing fee of $250,000 which it has utilized in funding its current operations. The Company also anticipates that as it proceeds with its planned advertising and marketing services, the revenues generated will be used to finance its operations in the short-term. The Company continues to search for additional areas in which it can generate revenue so that the Company will become profitable but there can be no guarantee that profitability will be achieved in the near- or long-term.

6

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The Company will attempt to carry out its business plan as discussed below. The Company's business plan is to continue building its network of online publishing sites, as well as continuing to provide the consulting and services to its client on an as-needed basis. These services include general and financial management to private and public companies with an emphasis on their financial reporting and filing requirements. Such service is subject to the needs of its clients and may vary by company. The Company will attempt to carry out its business plan as described above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan prior to the consummation of a business combination.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Since inception, the Company's most significant change in liquidity or capital resources or stockholders' equity has been receipts of proceeds from offerings of its capital stock and from a license fee. The Company's balance sheet as of December 31, 2015 reflects expanded assets and reduced liabilities from the previous year due to equity method investments received from related party and conversion of notes payable to common shares.stock. The revenue transaction has had a positive impact on the Company's liquidity; however, it maydoes not reflect the ability of the Company to fund itself without outside sources in the future. Further, there exist no agreements or understandings with regard to loan agreements by or with the Officers, Directors, principals, affiliates or shareholders of the Company. In the past, officers and directors of the Company have lent or advanced monies to the Company to fund operations, there are no formal agreements or arrangements for them to continue to do so. As of December 31, 2015,2020, the Company has $35,174$3,047 in cash, $180,587 held in brokerage accounts and $15,045 of notes payable used for providing working capital to the company.long-term debt.

 

At December 31, 2015,2020, the Company had negative working capital of $215,319$444,256 which consisted of current assets of $2,448$183,634 and current liabilities of $217,767.$627,890. The current liabilities of the Company at December 31, 20152020 are composed primarily of accounts payable and accrued expenses of $177,567,$137,793, accounts payable and accrued expenses and notes payable to related party of $5,026$444,246 and short-term$5,508, respectively, deferred revenue from related party $11,333, current portion of long term debt of $11,500 and short-term debt due to related parties of $23,674.$29,010.

 

Cash flows used in operating activities during the year endingended December 31, 20152020 was 67,906$72,957 compared to cash flow used of $212,629$67,675 for the same period in 2014. This represents a decrease of $144,723.

4
2019.

 

Cash flows used in investing activities were $174,597 and $0 for the yearyears ended December 31, 2015 was $0. Cash flows used in investing activities for the year ended December 31, 2014 totaled $22,640.2020 and 2019.

 

Cash flows provided by financing activities was $67,985$249,604 for the year endingended December 31, 20152020 compared to $236,550$55,378 for the same period in 2014.2019. The financing activities in 20152020 consisted mostly of loan proceeds and payments and thefrom sale of common stock.

 

As of December 31, 2015,2020, the Company had total assets of $2,448$199,139 and total liabilities of $217,767.$642,935. Stockholders' deficit as of December 31, 20152020 was $215,319$443,796 compared to a deficit of $418,382$318,425 at December 31, 2014.2019. The Company will attempt to carry out its plan of business as discussed above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan. The Company will need additional capital to fund that proposed operation.

 

NEED FOR ADDITIONAL FINANCING

 

The Company's existing capital may not be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.

 

No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any funds will be available to the Company to allow it to cover its expenses.

 

The Company might seek to compensate providers of services by issuances of stock in lieu of cash.

 

RESULTS OF OPERATIONS - Comparison of the Year Ended December 31, 20152020 to the Year Ended December 31, 20142019

 

REVENUES

 

Sales for the year ended December 31, 20152020 were $1,916$7,948 compared to $183$53,793 for the year ended December 31, 2014, an increase2019, a decrease of $1,733. This reflects increased$45,845. Of the $7,948 revenue in 2020, $5,100 was from our services and product with non-related party customers.related parties.

7

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OPERATING EXPENSES

 

During the year ended December 31, 2015,2020, we incurred $311,669$639,820 in operating expenses, compared to $534,085$147,363 in the same period ended December 31, 2014, a decrease2019, an increase of $222,416.$492,547 mainly due to increase in administrative contract expenses.

 

OTHER INCOME AND EXPENSES

 

During the year ended December 31, 2015,2020, we incurred a net other expenses of $63,358 compared to net$542,796, consisting of interest expense of $7,461, amortization of the beneficial conversion feature of our convertible notes of $8,370, investment expense of $17,000 and loss on settlement of accounts payable of $543,987. In the year ended December 31, 2019 we had other expenses of $595,809 in$59,456, consisting of interest expense of $21,885 and amortization of the same periodbeneficial conversion feature of our convertible notes of $38,920 and gain on extinguishment of debt of $1,349.

During the year ended December 31, 2014 an decrease2020, we had other income of $532,451.$34,022 from gains realized on stocks held.

 

NET INCOMELOSS

 

The Company had a net loss for the year ended December 31, 20152020 of $373,111$1,174,015 compared to a net loss of $1,129,711$153,026 for the year ended December 31, 2014. This decrease2019, an increase of $1,020,989 mainly due to increase in netadministrative contract expenses and loss on settlement of $756,600 was described above.accounts payable for services.

 

8

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Item 8: Financial Statements and Supplementary Data

 

INDEX TO FINANCIAL STATEMENTS

PAGE

Report of Independent Registered Public Accounting Firm

10

Balance Sheets as of December 31, 2020 and 2019

12

Statements of Operations for the Years Ended December 31, 2020 and 2019

13

Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2020 and 2019

14

Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

15

Notes to the Financial Statements

16-32

9

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Crown Equity Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Crown Equity Holdings, Inc. (the Company) as of December 31, 2020 and 2019 and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are audited and included herein beginningthe responsibility of the Company’s management. Our responsibility is to express an opinion on page F-1the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are incorporated herein by this reference.required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Going Concern

The accompanying financial states have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

10

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Going concern

Critical Audit Matter Description

As discussed in Note 2 to the financial statements, the Company had a going concern due to a working capital deficiency, negative cash flows from operations and limited business operations as of December 31, 2020. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

How the Critical Audit Matter was Addressed in the Audit

To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

Stock-based Compensation

Critical Audit Matter Description

As discussed in Note 1 to the financial statements, the company issues stock-based compensation in accordance with ASC 718, Compensation. Auditing management’s calculation of the fair value of stock-based compensation can be a significant judgment given the fact that the Company uses management’s estimates on various inputs to the calculation.

How the Critical Audit Matter was Addressed in the Audit

To evaluate the appropriateness of the fair value determined by management, we examined and evaluated the inputs management used in calculating the fair value of the stock-based compensation.

/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2018.

Houston, Texas

March 16, 2021

11

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CROWN EQUITY HOLDINGS, INC.

BALANCE SHEETS

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

Assets

 

Current assets

 

 

 

 

 

 

Cash

 

$3,047

 

 

$997

 

Brokerage Account

 

 

180,587

 

 

 

-

 

Total Current Assets

 

 

183,634

 

 

 

997

 

Property and Equipment, net

 

 

15,505

 

 

 

28,882

 

Total Assets

 

$199,139

 

 

$29,879

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$137,793

 

 

$210,223

 

Accounts payable and accrued expenses to related party

 

 

444,246

 

 

 

80,664

 

Deferred revenue related party

 

 

11,333

 

 

 

-

 

Convertible notes payable to related parties, net of debt discount

 

 

5,508

 

 

 

760

 

Current portion of long-term debt

 

 

29,010

 

 

 

30,681

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

627,890

 

 

 

322,328

 

 

 

 

 

 

 

 

 

 

Non-Current liabilities

 

 

 

 

 

 

 

 

Long-term debt

 

 

15,045

 

 

 

25,976

 

Total Liabilities

 

 

642,935

 

 

 

348,304

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

Preferred Stock, 20,000,000 shares authorized, authorized at $.001 par value, none issued or outstanding

 

 

-

 

 

 

-

 

Series A Convertible Preferred Stock, $0.001 par value, 1,000 shares authorized, 1,000 issued and outstanding at December 31, 2020 and 2019

 

 

1

 

 

 

1

 

Common Stock, 450,000,000 authorized at $0.001 par value; and 12,901,753 and 11,766,766 shares issued and outstanding at December 31, 2020 and 2019

 

 

12,902

 

 

 

11,766

 

Stock Payable

 

 

3,000

 

 

 

43,764

 

Additional paid-in capital

 

 

12,506,375

 

 

 

11,418,103

 

Accumulated deficit

 

 

(12,966,074)

 

 

(11,792,059)

Total stockholders' deficit

 

 

(443,796)

 

 

(318,425)

Total liabilities and stockholders' deficit

 

$199,139

 

 

$29,879

 

The accompanying notes are an integral part of these financial statements.

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Table of Contents

CROWN EQUITY HOLDINGS, INC.

STATEMENTS OF OPERATIONS

 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

Revenues

 

$2,848

 

 

$3,793

 

Revenues – Related Party

 

 

5,100

 

 

 

50,000

 

Total Revenues

 

 

7,948

 

 

 

53,793

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative expense

 

 

614,489

 

 

 

115,695

 

Depreciation

 

 

25,331

 

 

 

31,668

 

Total Operating Expenses

 

 

639,820

 

 

 

147,363

 

 

 

 

 

 

 

 

 

 

(Loss) from operations

 

 

(631,872)

 

 

(93,570

)

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest expense

 

 

(7,461)

 

 

(21,885)

Gain on extinguishment of debt

 

 

-

 

 

 

1,349

 

Gain on stock held

 

 

34,022

 

 

 

-

 

Loss on AP Settlement/Shares for services

 

 

(543,987)

 

 

-

 

Investment expense

 

 

(17,000)

 

 

-

 

Debt discount amortization

 

 

(8,370)

 

 

(38,920)

Total Other Expense

 

 

(542,796)

 

 

(59,456)

 

 

 

 

 

 

 

 

 

Net (loss)

 

$(1,174,015

)

 

$(153,026

)

 

 

 

 

 

 

 

 

 

Basic and Diluted income (loss) per share

 

 

 

 

 

 

 

 

Basic and diluted income per share

 

$(0.09)

 

$(0.01)

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding basic and diluted

 

 

12,428,674

 

 

 

11,936,422

 

The accompanying notes are an integral part of these financial statements.

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Table of Contents

CROWN EQUITY HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

 

 

Preferred Stock

 

 

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Total

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Payable

 

 

Capital

 

 

Deficit

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2018

 

 

1,000

 

 

$1

 

 

 

11,823,389

 

 

$11,823

 

 

 

18,756

 

 

$11,279,211

 

 

$(11,639,033)

 

$(329,242)

Common stock issued for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,698

 

 

 

-

 

 

 

7,698

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

130,000

 

 

 

130

 

 

 

-

 

 

 

64,870

 

 

 

-

 

 

 

65,000

 

Common Stock Subscribed for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25,008

 

 

 

-

 

 

 

-

 

 

 

25,008

 

Common stock issued for settlement of debt

 

 

-

 

 

 

-

 

 

 

17,062

 

 

 

17

 

 

 

-

 

 

 

8,514

 

 

 

-

 

 

 

8,531

 

Common stock issued for settlement of debt – Related Parties

 

 

-

 

 

 

-

 

 

 

96,315

 

 

 

96

 

 

 

-

 

 

 

40,228

 

 

 

-

 

 

 

48,324

 

Forgiveness of interest from CEO

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,282

 

 

 

-

 

 

 

9,282

 

Shares for services returned

 

 

-

 

 

 

-

 

 

 

(300,000)

 

 

(300)

 

 

-

 

 

 

300

 

 

 

-

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

(153,026)

 

 

(153,026)

Balances at December 31, 2019

 

 

1,000

 

 

$1

 

 

 

11,766,766

 

 

$11,766

 

 

$43,764

 

 

$11,418,103

 

 

$(11,792,059)

 

$(318,425)

Common stock issued for services

 

 

-

 

 

 

-

 

 

 

4,834

 

 

 

4

 

 

 

-

 

 

 

5,995

 

 

 

-

 

 

 

5,999

 

Common stock issued for services – Related Parties

 

 

-

 

 

 

-

 

 

 

156,061

 

 

 

156

 

 

 

(43,764)

 

 

62,365

 

 

 

-

 

 

 

18,757

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

475,000

 

 

 

475

 

 

 

 

 

 

 

246,025

 

 

 

-

 

 

 

246,500

 

Common Stock Subscribed for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

3000

 

 

 

-

 

 

 

-

 

 

3000

 

Common Stock Subscribed for Salary Settlement

 

 

-

 

 

 

-

 

 

 

160,000

 

 

 

160

 

 

 

-

 

 

 

79,840

 

 

 

-

 

 

 

80,000

 

Common stock issued for settlement of AP – Related Parties

 

 

-

 

 

 

-

 

 

 

204,933

 

 

 

205

 

 

 

-

 

 

 

63,819

 

 

 

-

 

 

 

64,024

 

Common stock issued for settlement of AP

 

 

-

 

 

 

-

 

 

 

74,000

 

 

 

74

 

 

 

-

 

 

 

36,926

 

 

 

-

 

 

 

37,000

 

Warrant Subscriptions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

510

 

 

 

-

 

 

 

510

 

Loss on AP Settlement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

117,000

 

 

 

-

 

 

 

117,000

 

Loss on AP Settlement – Related Parties

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

426,987

 

 

 

-

 

 

 

426,987

 

Forgiveness of AP by CEO

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,200

 

 

 

-

 

 

 

7,200

 

Debt Conversion – Related Parties

 

 

-

 

 

 

-

 

 

 

36,984

 

 

 

37

 

 

 

-

 

 

 

18,455

 

 

 

-

 

 

 

18,492

 

Prepaid Interest – Related Parties

 

 

-

 

 

 

-

 

 

 

23,175

 

 

 

25

 

 

 

-

 

 

 

23,150

 

 

 

-

 

 

 

23,175

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,174,015)

 

 

(1,174,015)

Balances at December 31, 2020

 

 

1,000

 

 

$1

 

 

 

12,901,753

 

 

$12,902

 

 

$3,000

 

 

$12,506,375

 

 

$(12,966,074)

 

$(443,796)

The accompanying notes are an integral part of these financial statements.

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Table of Contents

CROWN EQUITY HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

Net (loss)

 

$(1,174,015)

 

$(153,026)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Common stock issued for services

 

 

24,756

 

 

 

32,706

 

Common stock issued for Settlement of Board Member Compensation

 

 

80,000

 

 

 

-

 

Depreciation

 

 

25,331

 

 

 

31,668

 

Loss (gain) on brokerage account

 

 

(34,022)

 

 

-

 

Loss on investment

 

 

17,000

 

 

 

-

 

Loss on AP settlement

 

 

543,987

 

 

 

-

 

Amortization of beneficial conversion feature

 

 

8,370

 

 

 

38,920

 

Gain on conversions

 

 

-

 

 

 

(1,349)

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Cash transfer

 

 

23,435

 

 

 

-

 

Deferred revenue – related party

 

 

(5,667)

 

 

(50,000)

Accounts payable and accrued expenses – related party

 

 

363,585

 

 

 

28,961

 

Accounts payable and accrued expenses

 

 

54,283

 

 

 

4,445

 

Net cash (used in) operating activities

 

 

(72,957)

 

 

(67,675

)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

Cash paid for purchase of fixed assets

 

 

(4,597)

 

 

-

 

Cash paid to brokerage account

 

 

(170,000)

 

 

-

 

Net cash (used in) investing activities

 

 

(174,597)

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Payments on convertible notes payable, related party

 

 

(14,122)

 

 

(3,011)

Borrowings from convertible notes payable, related party

 

 

33,675

 

 

 

-

 

Proceeds from Sale of Stock

 

 

246,500

 

 

 

65,000

 

Proceeds from EIDL loan

 

 

4,000

 

 

 

-

 

Principal payments on debt

 

 

(23,959)

 

 

(6,611)

Warrant Subscriptions

 

 

510

 

 

 

-

 

Shares subscribed for cash

 

 

3,000

 

 

 

-

 

Net cash provided by financing activities

 

 

249,604

 

 

 

55,378

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

2,050

 

 

 

(12,297)

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

997

 

 

 

13,294

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$3,047

 

 

$997

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE:

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

Income taxes paid

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Forgiveness of AP by CEO

 

 

7,200

 

 

 

-

 

Forgiveness of Interest – Related Party

 

 

-

 

 

 

9,282

 

Purchase of fixed assets through finance lease

 

 

7,357

 

 

 

9,985

 

Debt converted to common stock

 

 

18,492

 

 

 

8,531

 

Convertible debt for payment of AP

 

 

17,633

 

 

 

-

 

RP-AP Converted into common stock – Third Party

 

 

64,024

 

 

 

48,154

 

AP Converted into common stock – Third Party

 

$37,000

 

 

 

-

 

Shares issued for stock payable

 

$43,764

 

 

 

-

 

Stock for related party deferred revenue

 

$17,000

 

 

 

-

 

Stock issued for prepayment of interest on debt – related party

 

$23,175

 

 

 

-

 

The accompanying notes are an integral part of these financial statements.

15

Table of Contents

CROWN EQUITY HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

Nature of Business

Crown Equity Holdings Inc. ("Crown Equity" or the "Company") was incorporated in August 1995 in Nevada. The Company offers through its digital network of websites, advertising branding, marketing solutions and other services to boost customer awareness, as well as merchant visibility as a worldwide online multi-media publisher. The Company focuses on the distribution of information for the purpose of bringing together its audience with the advertisers that want to reach them. Its advertising services cover and connect a range of marketing specialties, as well as provide search engine optimization for clients interested in online media awareness. Crown Equity Holdings' objective is making its endeavor known as CRWE WORLD into a global online news and information source, as well as a global one stop shop for various distinct products and services. The Company also offers services to companies seeking to become public entities in the United States, as well as providing various consulting services to companies and individuals dealing with corporate structure and operations globally.

In 2010, the Company formed two subsidiaries Crown Tele Services, Inc. and CRWE Direct, Inc. Crown Tele Services Inc. will provide voice over IP messaging at a competitive price to other competitors and CRWE Direct will provide its client with direct sales of products. This entity was divested at the end of 2017.

In 2011, the Company formed a wholly owned subsidiary CRWE Real Estate Inc. CRWE Real Estate Inc. will hold real estate. CRWE Real Estate Inc., Crown Tele Services, Inc. and CRWE Direct, Inc. were sold in December of 2016 for aggregate consideration of $100, resulting in a gain of $5,967.

In 2016, the company sale of the subsidiaries is not considered to be a strategic shift since there were minimal activities during the year in the subsidiaries.

Assets

-

Intercompany

-

Total Assets sold

-

Cash

100

Payable assumed by buyer

5,867

Total Consideration

5,967

Gain on sale of subsidiaries

5,967

On January 27, 2020, the Company re-acquired from AVOT the online business iB2BGlobal.com since company had not received the shares promised during the original sale.

Basis of Preparation

The accompanying financial statements include the financial information of Crown Equity Holdings Inc. (“Crown Equity”, the “Company”) have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The preparation of these financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein.

16

Table of Contents

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Adoption of New Accounting Standard

In February 2016, the FASB issued ASU 2016-02 “Leases”, which is codified in ASC 842 “Leases” and supersedes current lease guidance in ASC 840. These provisions require lessees to put a right-of-use asset and lease liability on their balance sheet for operating and financing leases that have a term of more than one year. Expense will be recognized in the income statement similar to current accounting guidance. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities will need to disclose qualitative and quantitative information about their leases, including characteristics and amounts recognized in the financial statements. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We adopted the provisions on January 1, 2019, including interim periods subsequent to the date of adoption. Entities are required to use a modified retrospective approach upon adoption to recognize and measure leases at the beginning of the earliest comparative period presented in the financial statements. Since all the leases were finance leases, there was no effect on the financial statements when ASC 842 was adopted.

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation, to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments for employees, with certain exceptions. Under the new guidance, the cost for nonemployee awards may be lower and less volatile than under current US GAAP because the measurement generally will occur earlier and will be fixed at the grant date. This update is effective for annual financial reporting periods, and interim periods within those annual periods, beginning after December 15, 2018, although early adoption is permitted. The Company adopted the standard effective January 1, 2019 and found the adoption did not have a material effect on our financial statements.

Crown Equity does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.

Accounting Standards Not Yet Adopted

In June 2016, the FASB issued ASU 2016-3, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instructions (ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-3 is effective for us in our first quarter of fiscal 2023, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent 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. Estimates are primarily used in our revenue recognition, long-lived asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.

Cash and Cash Equivalents

Crown Equity considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents.

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Table of Contents

Stock-Based Compensation

The Company accounts for stock-based compensation to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASU 2018-07 Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company's common stock for common share issuances.

Revenue Recognition

The core principles of revenue recognition under ASC 606 include the following five criteria:

1.

Identify the contract with the customer

Contract with our customers may be oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company’ preferred method. The terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between the Company and our client that a valid contract exists.

2.

Identify the performance obligations in the contract

Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations.

3.

Determine the transaction price

Pricing is discussed and identified by the operations team prior to submitting an invoice to the customer.

4.

Allocate the transaction price to the performance obligations in the contract

If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase.

5.

Recognize revenue when (or as) we satisfy a performance obligation

The Company uses digital marketing that includes digital advertising, SEO management and digital ad support. We provide whether presenting a vibrant but simple message about our clients that will enlighten their audience or deploying an influential digital marketing campaign on our online site or across one or multiple social media platforms. Revenue is recognized when ads are run on Company’s advertising platform.

The company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-through. The report satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign.

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Table of Contents

Sales are recognized when promised services are started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service contracts generally are recognized as the services are being provided.

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

Third

Party

 

 

Related

Party

 

 

Total

 

 

Third

Party

 

 

Related

Party

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IT Services on Company Server

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Advertising

 

$-

 

 

$5,100

 

 

$5,100

 

 

$-

 

 

$-

 

 

$-

 

Click Based and Impressions Ads

 

$456

 

 

$-

 

 

$456

 

 

$2,743

 

 

$50,000

 

 

$52,743

 

Domain Registrations

 

$-

 

 

$-

 

 

$-

 

 

$10

 

 

$-

 

 

$10

 

Publishing and Distribution

 

$2,392

 

 

$-

 

 

$2,392

 

 

$1,040

 

 

 

-

 

 

 

1,040

 

 

 

$2,848

 

 

$5,100

 

 

$7,948

 

 

$3,793

 

 

$50,000

 

 

$53,793

 

Revenue is based on providing through the Company’s server services, Managed Information Technology, 24/7 support, which includes designing, developing, testing, maintaining functionality, infrastructure monitoring, managing and hosting, combined with revenue received from the display of click based and impressions ads located on the Company’s websites, domain name registration, publishing and distribution of news and press releases.

 

 

December 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Deferred Revenue

 

$11,333

 

 

$-

 

Deferred revenue is based on cash received or billings in excess of revenue recognized until revenue recognition criteria are met. Client prepayments are deferred and recognized over future periods as services are delivered or performed.

Accounts Receivable and Allowance for Doubtful Accounts

The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable and allowance for doubtful accounts as of December 31, 2020 and 2019.

Risk Concentrations

As of December 31, 2020, 64% of the Company’s revenues were received through advertisements, which 100% of the advertisement revenue was received through a related party. The remaining 36% of the remaining total revenues were from third parties for the displaying of click based and impressions ads located on the company’s websites, as well as for press releases and article publishing and distribution by the Company

In 2019, 98% of the Company’s revenues were received through advertisements, which 95% of the advertisement revenue was received through a related party. The remaining 2% of the remaining total revenues were from third parties for the displaying of click based and impressions ads located on the company’s websites, as well as for press releases and article publishing and distribution by the Company.

General and Administrative Expenses

Crown Equity's general and administrative expenses consisted of the following types of expenses during 2020 and 2019: Compensation expense, payroll expense, rent, travel and entertainment, legal and accounting, utilities, web sites, office expenses, depreciation and other administrative related expenses.

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Table of Contents

Property and Equipment

Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time value of money. No indications of impairments were identified in 2020 or 2019.

Basic and Diluted Net (Loss) per Share

 

 

December 31,

 

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc.

 

$(1,174,015)

 

$(153,026)

Net (Loss) attributable to Crown Equity Holdings, Inc.

 

$(1,174,015)

 

$(153,026)

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average common and common equivalent shares outstanding – basic and diluted

 

 

12,428,674

 

 

 

11,936,422

 

 

 

 

 

 

 

 

 

 

Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.:

 

 

 

 

 

 

 

 

Basic

 

$(0.09)

 

$(0.01)

Diluted

 

$(0.09)

 

$(0.01)

When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the years ended December 31, 2020 and 2019. The number of potential anti-dilutive shares excluded from the calculation shares for the year ended December 31, 2020 is 20,400,000.

Income Taxes

Uncertain tax position

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2020 and 2019.

Fair Value of Financial Instruments

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

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An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value.

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Our cash and brokerage accounts are measured at fair value on a recurring basis and estimated as follows.

December 30, 2020

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$3,047

 

 

$

3,047

 

 

$-

 

 

$-

 

Brokerage Accounts

 

 

180,587

 

 

 

180,587

 

 

 

-

 

 

 

-

 

Total

 

$183,634

 

 

$183,634

 

 

$-

 

 

$-

 

The Company's financial instruments consist of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Research and Development

The Company spent no money for research and development cost for the years ended December 31, 2020 and 2019.

Advertising Cost

The Company spent no money for advertisement for the years ended December 31, 2020 and 2019.

Depreciation expense was $25,331 and $31,668 for the years ended December 31, 2020 and 2019, respectively.

NOTE 2 – GOING CONCERN

As shown in the accompanying financial statements, Crown Equity an accumulated deficit of $12,966,074 since its inception and had a working capital deficit of $444,256 negative cash flows from operations and limited business operations as of December 31, 2020. These conditions raise substantial doubt as to Crown Equity's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.

Crown Equity continues to review its expense structure reviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity financing to grow the business to profitability. This financing may be insufficient to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the Company on acceptable terms or at all. These financial statements do not give effect to adjustments to assets would be necessary for the Company be unable to continue as going concern

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NOTE 3 – PROPERTY AND EQUIPMENT

The Company’s policy is to capitalize all property purchases over $1,000 and depreciates the assets over their useful lives of 3 to 7 years.

Property consists of the following at December 31, 2020 and 2019:

 

 

December 31,

2020

 

 

December 31,

2019

 

Computers – 3 year estimated useful life

 

$108,622

 

 

$96,669

 

Less – Accumulated Depreciation

 

 

(93,117)

 

 

(67,787)

Property and Equipment, net

 

$15,505

 

 

$28,882

 

Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was $25,331, and $31,668 for the twelve months ended December 31, 2020 and 2019, respectively.

NOTE 4 – BROKERAGE ACCOUNT

As of December 31, 2020, the market value of the Company’s account portfolio, consisting of stocks only, was $180,587. The Company transferred $170,000 cash from accounts to brokerage account during the 3rd quarter of 2020 and realized a net gain of $34,022 on investments and $17,000 in investment expense. The Company invested in various industries within the Nasdaq and New York stock exchange.

NOTE 5 – CAPITAL LEASES

During the period ending December 31, 2020, the Company paid an aggregate of $23,959 toward capital lease balances. During 2020 and 2019, the Company borrowed an aggregate $7,357 and $9,985 under the following third-party finance lease transactions:

A $9,985 note from a third party for the lease of fixed assets, bearing interest at 22%, amortized over 24 months with a payments of $498 in additional to a $22 management fee for a total monthly payment of $520. The lease has a bargain purchase option of $1 at the end of the lease term.

A $6,168 note from a third party for the purchase of fixed assets, bearing interest at 16.60%, amortized over 36 months with payments of $219.

A $1,188 note from a third party for the purchase of fixed assets, bearing interest at 16.60%, amortized over 36 months with payments of $42.

The following is a schedule of the net book value of the finance lease.

Assets

 

December 31,

2020

 

Leased equipment under finance lease,

 

$108,622

 

less accumulated amortization

 

 

(93,117)

Net

 

$15,505

 

Liabilities

 

December 31,

2020

 

Obligations under finance lease (current)

 

$29,010

 

Obligations under finance lease (noncurrent)

 

 

11,045

 

Total

 

$40,055

 

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Below is a reconciliation of leases to the financial statements.

 

 

Finance Leases

 

Leased asset balance

 

$40,055

 

Liability balance

 

$40,055

 

Cash flow (operating)

 

$-

 

Cash flow (financing)

 

$-

 

Interest expense

 

$7,461

 

The following is a schedule, by years, of future minimum lease payments required under finance leases.

Years ended December 31

Finance Leases

2021

26,344

2022

14,990

2023

2,916

Thereafter

-

Total

44,250

Less: Imputed Interest

(4,195)

Total Liability

40,055

Other information related to leases is as follows:

Lease Type

Weighted

Average Remaining

Term

Weighted

Average

Discount

Rate (1)

Finance Leases

2.04 years

17%

Based on average interest rate of 1%, average term remaining (months) 24.5 Average term remain (years) 2.04

(1) This discount rate is consistent with our borrowing rates from various lenders.

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Table of Contents

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES

As of December 31, 2020 and 2019, the Company had unamortized discount of $0 and $0 respectively.

The Company analyzed the below convertible notes for derivatives noting none. The Company evaluated these convertible notes for beneficial conversion features and concluded that the beneficial conversion features resulted in a debt discount in the amount of $14,805, as of December 31, 2020.

 

 

Original

 

Due

 

Interest

 

 

Conversion

 

 

Dec 31,

 

Name

 

Note Date

 

Date

 

Rate

 

 

Rate

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related Party Convertible Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

Mike Zaman

 

01/19/2018

 

01/19/2019

 

 

12%

 

$0.50

 

 

 

-

 

Montse Zaman

 

03/25/2020

 

03/25/2021

 

 

12%

 

$-

 

 

 

1,000

 

Montse Zaman

 

04/28/2020

 

04/28/2021

 

 

12%

 

$-

 

 

 

-

 

Montse Zaman

 

05/22/2020

 

05/22/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A Saint-Hilaire

 

09/29/2020

 

09/29/2021

 

 

 

 

 

 

-

 

 

 

19,913

 

Total Convertible Related Party Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,913

 

Less: Debt Discount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,805

 

Convertible Notes Payable, net of Discount - Related Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party Convertible Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Willy A. Saint-Hilaire

 

02/27/2020

 

02/27/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A. Saint-Hilaire

 

03/08/2020

 

03/08/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A. Saint-Hilaire

 

03/24/2020

 

03/24/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A. Saint-Hilaire

 

03/24/2020

 

03/24/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A. Saint-Hilaire

 

03/24/2020

 

03/24/2021

 

 

12%

 

$-

 

 

 

-

 

Total Convertible Third Party Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Less: Debt Discount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Convertible Notes Payable, net of Discount - Third Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party Non-Convertible Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Small Business Administration – EIDL

 

04/30/2020

 

04/30/2050

 

 

3.75%

 

$-

 

 

 

4,000

 

Total Third Party Non-Convertible Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,000

 

In April 2020, Crown Equity Holdings executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under its Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business.

The balance of principal and interest is payable thirty years from the date of the SBA Note. In connection therewith, the Company received a $4,000 advance.

Mike Zaman

As of December 31, 2019, the Company owed Mike Zaman a total of $760 and remaining accrued interest of $3,503. The balance of $760 was paid on January 13, 2020 and the remaining accrued interest of $3,503 were not converted as of December 30, 2020.

Montse Zaman

On March 27, 2020, the Company entered into a convertible promissory note with Montse Zaman in the amount of $5,000. The note carries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares. The company made principal reduction payments of $1,000 and $3,000 on August 21, 2020 and October 9, 2020 respectively. As of December 31, 2020, the balance on this note was $1,000.

On April 28, 2020, the Company entered into a convertible promissory note with Montse Zaman in the amount of $4,000. The note carries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares. The company made principal reduction payments of $2,000 and $2,000 on September 10, 2020 and November 12, 2020 respectively. As of December 31, 2020, the balance on this note was $0.

On May 22, 2020, the Company entered into a convertible promissory note with Montse Zaman in the amount of $1,500. The note carries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares. The Company made payments of $700 and $800 on May 22, 2020 and July 31, 2020 respectively. As of December 31, 2020, the balance on this note was $0.

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Table of Contents

Willy Ariel Saint-Hilaire

On February 27, 2020, the Company entered into a promissory note with Willy Ariel Saint-Hilaire in the amount of $14,500. The note carries interest at 12% per annum. On July 31, 2020, the principal balance of $14,500 and accrued interest of $744 for a total of $15,244 were converted into 30,488 common shares at a conversion rate of $.50 per share.

On March 8, 2020, the Company entered into a promissory note with Willy Ariel Saint--Hilaire in the amounts of $1,581. The notes carry interest at 12% per annum. On July 31, 2020, the principal balance of $1,581 and accrued interest of $75 for a total of 1,656 were converted into 3,312 common shares at a conversion rate of $.50 per share.

On March 24, 2020, the Company entered into promissory notes with Willy Ariel Saint-Hilaire in the amounts of $500, $400, and $652. The notes carry interest at 12% per annum. On July 31, 2020, the principal balance of $500, $400, $652 and accrued interest of $21, $17, $2 respectively for a total of $1,592 were converted into 3,184 common shares at a conversion rate of $.50 per share.

On September 20, 2020, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $23,175 payable in 12 equal monthly installments of $1,931.25. As original issuance discount for the note, the Company issued Common Stock for a total of 23,175 shares. The fair market value of the shares were in excess of the note and the company recorded a debt discount of $23,175. Two monthly payments, for a total of $3,862 were paid during the fiscal year. As of December 31, 2020, the balance on this note was $19,313.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company is obligated for payments under related party notes payable and automobile lease payments.

The Company agreed to pay the automobile lease of $395 a month, on a month to month basis and can be cancelled at any time but expects to continue lease payments for the full 2020 year.

The Company entered into an agreement, effective January 1, 2020, to pay Arnulfo Saucedo-Bardan $5,000 per month for website development, design maintenance and other IT services and solutions.

On February 13, 2020, Munti Consulting LLC was issued a warrant at a price of $0.000025 per share ($25 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share. Exercisable after the first (1st) anniversary of the date of filing of the first Form S-1 filed with the U.S. Securities and Exchange Commission after the issuance of this Warrant.

On March 13, 2020, BBCKQK Trust Kevin Wiltz was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On March 13, 2020, Willy Ariel Saint--Hilaire was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On April 1, 2020, Addicted 2 Marketing LLC was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.

On April 28, 2020, Shahram Khial was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On May 4, 2020, Arnulfo Saucedo- Bardan was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On May 7, 2020, Arnold F. Sock was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On May 7, 2020 Rudy Chacon was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 7, 2020, Sadegh Salmassi was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 8, 2020, Glen J. Rineer was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

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Table of Contents

On May 8, 2020 Barry Cohen was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 8, 2020, Malcolm Ziman was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 8, 2020 Brett Matus was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 8, 2020 Brian D. Colvin was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On May 8, 2020 Jacob Colvin was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 11, 2020, Mohammad Sadrolashrafi was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On May 13, 2020 Steven A. Fishman was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 13, 2020 Wendell and Sharon Piper was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 19, 2020 Joan R. Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.

On May 19, 2020 Marvin A Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.

On May 20, 2020 Willy Rafael Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 27, 2020 James Bobrik was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 28, 2020 Richard R Shehane was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 29, 2020 Ybelka Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On June 3, 2020, Jeffery Connell was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.

On June 8, 2020 Hassan M. Oji was issued a warrant at a price of $0.000025 per share ($7.50 total) to purchase 300,000 shares of common stock at the exercise price of $0.60 per share.

On June 9, 2020, Kim Smith was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On June 12, 2020 Violet Gewerter was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On June 16, 2020, Roy S Worbets was issued a warrant at a price of $0.000025 per share ($5.00) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On June 19, 2020, Elvis E. Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

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Table of Contents

On June 30, 2020, Chris Knudsen was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On July 1, 2020, Theresa Kitt was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On July 1, 2020, Donald Kitt was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On July 10, 2020, Shahram Khial was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On August 13, 2020, Monireh Sepahpour was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On August 18, 2020, Monica Shayestehpour was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On September 2, 2020, Hongsing Phou was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On September 8, 2020, Pejham Khial was issued a warrant at a price of $0.000025 per share $12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On September 15, 2020, Salvatore Marasa was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On September 21, 2020, Richard W LeAndro was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On September 21, 2020, Richard W LeAndro Jr was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On September 25, 2020, Seyed M. Javad was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On October 6, 2020, Nasrin Montazer was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.50 per share.

On October 13, 2020, Jagjit Dhaliwal was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.50 per share.

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Table of Contents

Summary of Warrants Issued:

Issue Date

 

Issued To

 

Shares

 

 

Exercise price

per share

 

 

Warrant price

per share

 

 

Total Paid

for Warrants

 

02/13/2020

 

Munti Consulting LLC

 

 

1,000,000

 

 

$.060

 

 

$0.000025

 

 

$25.00

 

03/13/2020

 

BBCKQK Trust Kevin Wiltz

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

04/01/2020

 

Addicted 2 Marketing LLC

 

 

100,000

 

 

$0.60

 

 

$0.000025

 

 

$2.50

 

05/07/2020

 

Arnold F Sock

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

05/07/2020

 

Rudy Chacon

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/07/2020

 

Sadegh Salmassi

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Glen J Rineer

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Barry Cohen

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/13/2020

 

Steven A Fishman

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/13/2020

 

Wendell & Sharon Piper

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/27/2020

 

James Bobrik

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/28/2020

 

Richard R Shehane

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

06/03/2020

 

Jeffery Connell

 

 

100,000

 

 

$0.60

 

 

$0.000025

 

 

$2.50

 

06/08/2020

 

Hassan M Oji

 

 

300,000

 

 

$0.60

 

 

$0.000025

 

 

$7.50

 

06/09/2020

 

Kim Smith

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

06/12/2020

 

Violet Gewerter

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

06/16/2020

 

Roy S Worbets

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

06/30/2020

 

Chris Knudsen

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

07/01/2020

 

Donald Kitt

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

08/13/2020

 

Monireh Sepahpour

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

08/18/2020

 

Monica Shayestehpour

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

09/02/2020

 

Hongsing Phou

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

09/08/2020

 

Pejham Khial

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

09/15/2020

 

Salvatore Marasa

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

09/21/2020

 

Richard W LeAndro

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

09/21/2020

 

Richard W LeAndro Jr

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

09/25/2020

 

Seyed M Javad

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

10/06/2020

 

Nasrin Montazer

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

10/13/2020

 

Jagjit Dhaliwal

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

 

 

Total:

 

 

11,300,000

 

 

 

 

 

 

 

 

 

 

$282.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related Party:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

03/13/2020

 

Willy A Saint-Hilaire

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

04/28/2020

 

Shahram Khial

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

05/01/2020

 

Mike Zaman

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

05/01/2020

 

Montse Zaman

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

05/08/2020

 

Malcolm Ziman

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Brett Matus

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/11/2020

 

Mohammad Sadrolashrafi

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/04/2020

 

Arnulfo Saucedo-Bardan

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

05/08/2020

 

Brian D. Colvin

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

05/08/2020

 

Jacob Colvin

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/19/2020

 

Joan R Saint-Hilaire

 

 

100,000

 

 

$0.60

 

 

$0.000025

 

 

$2.50

 

05/19/2020

 

Marvin A Saint-Hilaire

 

 

100,000

 

 

$0.60

 

 

$0.000025

 

 

$2.50

 

05/20/2020

 

Willy Rafael Saint-Hilaire

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/29/2020

 

Ybelka Saint-Hilaire

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

06/09/2020

 

Kenneth Cornell Bosket

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

06/19/2020

 

Elvis E Saint-Hilaire

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

07/01/2020

 

Theresa Kitt

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

07/10/2020

 

Shahram Khial

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

 

 

Total Related Party:

 

 

9,100,000

 

 

 

 

 

 

 

 

 

 

$220.00

 

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NOTE 8 – RELATED PARTY TRANSACTIONS

The Company is provided office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.

On January 13, 2020, the Company paid the remaining payable balance due to Mike Zaman of $760 for expenses paid on behalf of the Company.

On January 29, 2020, WYSH Investment LLC paid the Company $100 for press release services.

During the period ended March 31, 2020, the Company recorded the forgiveness of $7,200 accounts payable rent balance due to Mike Zaman.

On March 1, 2020, Willy A Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On April 28, 2020, Shahram Khial was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On May 1, 2020, Mike Zaman was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On May 1, 2020, Montse Zaman was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On May 4, 2020 Arnulfo Saucedo-Bardan was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On May 8, 2020, Malcolm Ziman was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 8, 2020 Brian Colvin was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On May 8, 2020 Jacob Colvin was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 8, 2020 Brett Matus was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 11, 2020, Mohammad Sadrolashrafi was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On May 19, 2020 Joan R Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.

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On May 19, 2020 Marvin A Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.

On May 20, 2020 Willy Rafael Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On May 29, 2020 Ybelka Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On June 9, 2020 Kenneth Cornell Bosket was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On July 1, 2020 Theresa Kitt was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On July 10, 2020, Shahram Khial was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On July 31, 2020, the Company entered into a Note Conversion Agreement with Willy A Saint-Hilaire to convert $17,633 of Note Payable plus interest of $859 to 36,984 shares of common stock at a conversion rate of $0.50 per share.

On September 1, 2020, the Company entered into a Services Agreement with American Video Teleconferencing Corp (AVOT) to provide advertising, branding and marketing solutions. The Company was compensated $17,000 for services to be rendered for a period of 12 months. Total compensation of $17,000 was converted to 17,000,000 shares of AVOT restricted common stock The Company recognized $5,663 in revenue for the year ending December 31, 2020. There is remaining $11,337 in deferred revenue as of December 31, 2020.

On September 9, 2020, Mohammad Sadrolashrafi purchased 30,000 shares of common stock at $0.50 per share at purchase price of $15,000.

On September 14, 2020, AVOT paid the Company $150 for press release services.

On September 29, 2020, the Company entered into a Promissory Note Agreement with Willy A Saint-Hilare for $23,175. As original issuance discount for the note, the Company issued Common Stock for a total of 23,175 shares. The fair market value of the shares were in excess of the note and the company recorded a debt discount of $23,175.

The Company is periodically advanced operating funds from related parties with convertible notes payable. During the nine months ended September 30, 2020, total convertible notes from related parties was $23,175.

The Company is also periodically advanced funds to cover account payables by direct payment of the account payables from related parties.

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The Company entered into an agreement, effective January 1, 2020, to pay Mike Zaman $20,000 per month for managerial services.

The Company entered into an agreement, effective January 1, 2020, to pay Kenneth Cornell Bosket $5,000 per month for administrative services.

The Company entered into an agreement, effective January 1, 2020, to pay Montse Zaman $5,000 per month for administrative services.

On January 27, 2020, the Company re-acquired from AVOT the online business iB2BGlobal.com since company had not received the shares promised during the original sale.

As of December 31, 2020, the Company has a balance of $444,246 of accounts and accrued expenses payable with related parties. The Company had revenue of $5,100, issued stock for services of $18,757, issued stock for settlement of accounts payable accounts of $64,024 and had a loss of $426,987 for settlement of debt with related parties.

NOTE 9 – STOCKHOLDERS' EQUITY

Common Stock

As of December 31, 2020, the Company issued 472,000 shares for $243,500 in cash proceeds for sale of the common shares. The shares were sold at the price of $0.50 per share on the date of the grant.

As of December 31, 2020, the Company issued 3,000 shares for $3,000 in cash proceeds for sale of the common shares. The share were sold at the price of $1.00 per share on the date of the grant.

During the period ended December 31, 2020, the Company issued 36,984 shares of common stock for the conversion of debt and accrued to interest to Willy A Saint-Hilaire at a conversion rate of fifty cents ($0.50) per share per dollar ($1.00) owed.

During the period ended December 31, 2020, the Company issued 140,083 shares of common stock to Vinoth Sambandan for the settlement of the stock payable balance owed through December 31, 2019.

During the period ended December 31, 2020, the Company issued 204,933 shares of common stock to Vinoth Sambandan for the settlement of accounts payable balance owed through December 31, 2019.

During the period ended December 31, 2020, the Company issued 160,000 shares of common stock to Steven Cantor to for settlement of compensation dispute.

During the period ended December 31, 2020, the Company issued 74,000 shares of common stock to third parties for the settlement of accounts payable.

During the period ended December 31, 2020, the Company issued 23,175 shares of common stock to Willy A Saint-Hilaire for interest prepayment of Note Payable.

During the period ended December 31, 2020, the Company issued 4,934 shares of common stock to third parties for services rendered.

During the period ended December 31, 2020, the Company issued 15,978 shares of common stock to Vinoth Sambandan for services rendered.

During the period ended December 31, 2020, the Company granted non-qualified stock warrants purchasing up to 3,000,000 shares of common stock at an exercise price of $0.60 per share. The option to purchase can be exercised at or after the date of the Company’s S1 registration filing of which date is yet to be determined.

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Equity Incentive Plan

The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which 3.0 million shares were available for issuance as of December 31, 2020.

Preferred Stock

The Company has designated 1,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred shall have no dividend, voting or other rights except for the right to elect Class I Directors. As of December 31, 2020, the Company has 1,000 shares of Series A Preferred Stock outstanding

NOTE 10 – INCOME TAXES

The Company follows ASC 740, Accounting for Income Taxes. During 2009, there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting, the same that is used for financial reporting purposes.

The Company did not have taxable income during 2020 or 2019.

The Company's deferred tax assets consisted of the following as of December 31, 2020 and 2019:

 

 

2020

 

 

2019

 

Net operating loss

 

$661,701

 

 

$416,916)

Valuation allowance

 

 

(661,701)

 

 

(416,916)

Net deferred tax asset

 

$-

 

 

$-

 

As of December 31, 2020 and 2019, the Company's accumulated net operating loss carry forward was approximately $3,150,957 and $1,985,312 respectively and will begin to expire in the year 2032. The deferred tax assets have been adjusted to reflect the recently enacted corporate tax rate of 21%.

NOTE 11 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events as of the date of the Financial Statements and has determined that all events are disclosed herein.

On January 3, 2021, Marjan Tina and Reno Suwarno was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

On January 15, 2021, the Company issued 1,286 shares of common stock to Diversified Unlimited for services rendered thru December 31, 2020 at a share price of $1.75 per share.

On February 1, 2021, the Company issued 11,504 shares of common stock to Vinoth Sambandan for settlement of accounts payable at a share price of $1.50 per share.

On March 12, 2021, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $9,333. The note carries interest at 16% with equal monthly interest and principal payments for 12 months.

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Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

There were no disagreements with accountants on accounting and financial disclosure during the relevant period.

 

Item 9a:9A: Controls & Procedures

 

Changes in Internal Controls over Financial Reporting

We have not made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

5

 

For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Act") (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO has concluded that the Company's disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.

 

Changes in Internal Controls over Financial Reporting

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management's Annual Report on Internal Control Over Financial Reporting

 

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system wasAct that designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.Framework (2013). Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

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Table of Contents

The material weaknesses relate to the following:

 

 

-

Lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Officers. Our Officers do not possess accounting expertise and our company does not have an audit committee.

 

-

-Lack of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed by our Officers and the work is not reviewed by anyone.

 

-

-Lack of expertise in accounting for and valuation of equity and marketable securities transactions.

-

Lack of controls over the identification and approval of related parties and transactions.

 

These weaknesses are due to the company's lack of working capital to hire additional staff. To remedy the material weaknesses, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to the attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

 

The Company's management carried out an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2015.2020. The Company's management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company's internal control over financial reporting was not effective as of December 31, 2015.2020.

 

Item 9b:9B: Other Information

 

NoneNone.

 

 
6
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Part III

 

Part III

Item 10: Directors and Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange ActCorporate Governance

 

Identification of Directors and Executive Officers of the Company

 

The following table sets forth the names and ages of all directors and executive officers of the Company and all persons nominated or chosen to become a director, indicating all positions and offices with the Company held by each such person and the period during which they have served as a director:

 

The principal executive officers and directors of the Company are as follows:

 

Name

Age

Positions Held and Tenure

Steven OnoueMike Zaman

5864

DirectorChairman since 07/200211/2013; appointed President/CEO since 7/2015

Kenneth Cornell Bosket

6367

Director since 06/2008; appointed to COO on 7/10/2015CFO since 6/2016

Montse Zaman

4146

Director, Secretary and Treasurer Director since 02/2008

Rudy ChaconShahram Khial

5770

Director, Vice President of Marketing since 01/201608/2020

 

Arnulfo Saucedo BardanMohammad Sadrolashrafi

4465

Director, from 02/2008 thru 01/2013 andVice President of Operations since 11/201308/2020

Mike ZamanMalcolm Ziman

5969

Director, Vice President of Finance since 11/201308/2020

Vinoth Sambandam

38

Appointed CTO in 01/2017

 

There are no family relationship between or among any Officer and Director except that Arnulfo Saucedo-Bardan and Montse Zaman are brother and sister and Mike Zaman and Montse Zaman are husband and wife.

 

The Directors named above will serve until the next annual meeting of the Company's stockholders. Thereafter, Directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exist or is contemplated. There is no arrangement or understanding between the Directors and Officers of the Company and any other person pursuant to which any Director or Officer was or is to be selected as a Director or Officer of the Company.

 

The Directors and Officers of the Company will devote their time to the Company's affairs on an "as needed" basis. As a result, the actual amount of time which each will devote to the Company's affairs is unknown and is likely to vary substantially from month to month.

 

The Company has no audit or compensation committee.

 

Business Experience: The following is a brief account of the business experience for the past five years of the directors and executive officers, indicating their principal occupations and employment during that period, and the names and principal businesses of the organizations in which such occupations and employment were carried out.

 
7

MIKE ZAMAN - Mike Zaman is the President, CEO and Chairman of the Board of the company. He was born in Tehran, Iran and moved to Florida in the 1980's where he attended Florida International University to study Computer Science. Since becoming a U.S. citizen, he has been a corporate, marketing and sales consultant for many numerous companies and has advised or consulted in the process of mergers, acquisitions, as well as the raising of capital for private and public entities. He was appointed as the Company's Chief Marketing Officer in October of 2013.

 

KENNETH Cornell BOSKET - Kenneth Cornell Bosket is a director and CFO of the Company. Mr. Bosket has been CEOmember of the CompanyCompany’s team since June, 2008. Mr. Bosket retired in 2004 after 30 years with Sprint (Telecommunication Division). Mr. Bosket is co-founder of JaHMa, a music company in Las Vegas, Nevada and a former Board Member and President of Bridge Counseling Associates, a mental health and substance abuse service company. His experience includes implementing appropriate procedures for positioning his organization's goals with successful teaming relationships, marketing and over 30 years of extensive customer service, as well as managing various departments, and being a western division facilitator working directly for a President of Sprint. Mr. Bosket has received numerous awards, such as the Pinnacle Award for his exceptional service with his former employer combined with his community service involvements. Mr. Bosket earned a Masters of Business Administration from the University of Phoenix and a Bachelor's of Business Administration from National University. Mr. Bosket brings to the Company extensive experience in managing employees as well as extensive marketing experience which have been invaluable in helping the Company move forward with offering its marketing and advertising services.

 

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Table of Contents

STEVEN ONOUE

VINOTH SAMBANDAM - Vinoth Sambandam, is the Chief Technology Officer, with several years of technical (IT) experience and has a background in BPO sector. Mr. Onoue is a directorSambandam did his B.tech Information Technology in Dhanalakshmi College of the Company. Since 2009, Mr. Onoue has been self-employed as a day trader of securities. From 2000 until August, 2009, Mr. Onoue was an officer and director of Crown Partners, Inc., the former majority shareholder of the Company. As part of his duties with Crown Partners, Mr. Onoue was formerly as vice president and manager of Sanitec™ Services of Hawaii, Inc., a wholly-owned subsidiary of Crown Partners, Inc. engagedEngineering in medical waste treatment and disposal, from 2000 until May, 2005. Prior to that, Mr. Onoue was the president of Cathay Atlantic Trading Company in Honolulu, Hawaii which traded in hard commodities and acted as consultant to many construction and renovation projects. Mr. Onoue acts as a community liaison and legislative analyst to Rep. Suzuki of the State of Hawaii. Mr. Onoue has been registered securities professional as well as a being involved in real estate in Hawaii for more than 15 years. Mr. Onoue brings his extensive experience in the securities and business fields to the Company. His experience in operating businesses as well as his keen understanding of the public securities markets for small cap companies makes him an asset to the Company.Chennai, India.

 

MONTSE ZAMAN - Montse Zaman is the corporate secretary and treasurer forof the Company. She worked for Zaman & Company, a private business consulting firm, as an administrative assistant from 2003 until the end ofassistant. In 2008, when she joined the Company. Ms. Zaman has extensive organizational experience and is involved in handling the day-to-day administrative operations of the Company. Ms. Zamanexperience. She has an extensive background in journalism and has a Bachelor degree in Communications from the Instituto Superior De Ciencia Y TechnologiaTecnologia A.C. in Mexico. Mrs. Zaman possesses strong administrative credentials which have proven invaluable in handling the daily operations of the Company and reporting and working directly with the Company's CFO in ensuring that all financial transactions are accurately and properly reported.

 

JOHN SCRUDATO - John Scrudato CPAMALCOLM ZIMAN – Malcolm Ziman is a CFObusinessman who has knowledge in finance, merger, and Director. Inacquisitions, and capital markets, combined with his capacity overprofessional experience in diverse operational, managerial and administrative skills. Mr. Ziman studied Finance at University of Stellenbosch Business School in Bellville, Western Cape, South Africa and studied Marketing at Damelin College in South Africa.

SHAHRAM KHIAL – Shahram Khial, Ph.D. has sound interpersonal communication skills in several languages, effective interfacing with health care institutions, communities, organizations and industries, public and private sectors within all levels of management. Mr. Khial has served on the last twenty five years as managing partnerboard of both, Scrudato & Co., CPA's,directors of several private and John Scrudato CPA.,publicly held corporations. He earned a Bachelor’s degree in Law and Political Sciences and a Maters of Public Administration Program from the University of Tehran in Tehran, Iran. Mr. Khial received his Ph.D. in Educational Administration from the University of Utah in Salt Lake City, Utah.

MOHAMMAD SADROLASHRAFI – Mohammad Sadrolashrafi P.E. has administeredmulti-disciplinary managerial, administrative and supervised the Company's audit, accounting, and tax clients, provided CFO services for individual clients,technical experience, as well as Edgar financial oversight,having the people kills to manage, negotiate, plan, design and is an invaluable resource for all public accounting issues. This accounting professional is a registered agent withto achieve the PCAOB and audits publicly traded companies through their oversight policies. Mr Scrudato resigned as director and officer in January of 2016.

MARK VEGA - Mark Vega is a director. He brings years of corporate planning and technical (IT) management experience to the company. Mark has been over the IT department of Crown Equity Holdings Inc., for over 7 years. His responsibilities include overall technical strategy in addition to managing advanced development groups.company’s strategic goals. Mr. Vega attended California State University, studying Computer Science, Chemistry and Music. He was appointed as the Company's Chief Technology Officer in October of 2013. Mr. Vega resigned as director and officer in February of 2015.

MIKE ZAMAN - Mike Zaman is a director. He was born in Tehran, Iran and moved to Florida in the 1980's where he attended Florida International University to study Computer Science. Since becoming a U.S. citizen in 1995, he has been a corporate, marketing and sales consultant for many numerous companies and has advised or consulted in the process of mergers, acquisitions, as well as the raising of capital for private and public entities. He was appointed as the Company's Chief Marketing Officer in October of 2013.

ARNULFO SAUCEDO-BARDAN - Arnulfo Saucedo-Bardan is a director as well as executive editor. He is an entrepreneur from Torreon Coahuila, Mexico. In 2005, he opened and operated a small independent Mexican food restaurant in Mexico, City, until December of 2007. In 2008, he joined the Crown Equity Holdings Inc. team as CEO and later elected as the company's Chairman until January of 2013. Mr. Saucedo – Bardan has a BachelorSadrolashrafi received his Civil Engineering, Associate Degree in engineeringScience from the Instituto Tecnologico De La LagunaNorthern Virginia Community College in Torreon Coahuila.

RUDY CHACON – Rudy Chacon isAnnandale, VA and a director, as well as Vice President. He has a background in accounting and has represented various companies in court before the IRS and California State Tax Board. As an entrepreneur, Mr. Chacon owned the Taj MahalCivil Engineering, Bachelor of Beverly Hills restaurant, in California. Rudy joined the Crown Equity Holdings Inc team in January of 2016.

8

HAROLD GEWERTER has been in private practice of law since 1979. Mr. Gewerter has lectured for various bar associations and other associations in Nevada, Hawaii, California, Washington, Alaska, and Ohio in the areas of Taxation, Securities Law, Real Estate and Estate planning. Mr. Gewerter is a member of the Nevada State Bar and is also admitted to practice before the United States Supreme Court, the United States District Court for the District of Nevada, the Ninth Circuit Court of Appeals, the United States Tax Court and the United States Court of Claims. Mr. Gewerter is a graduate ofScience degree from the University of Southern California where he received his Bachelor of Arts and Master of Science. He received his Juris Doctor from Southwestern University School of Law. Mr. Gewerter resigned as director and chairman of the boardNevada at Reno, in February of 2016.

BRETT MATUS Brett brings over 22 years in managing properties. He received his property Management Diploma from George Brown College in Canada. Mr. Matus resigned as director in May of 2015.Reno, NV.

 

CONFLICTS OF INTEREST

 

The Officers and Directors of the Company will devote most of their time to the Company however; there will be occasions when the time requirements of the Company's business conflict with the demands of their other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company.

 

There is no procedure in place which would allow the Officers and Directors to resolve potential conflicts in an arms-length fashion. Accordingly, they will be required to use their discretion to resolve them in a manner which they consider appropriate.

 

The Company's Officers and Directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by the Company's Officers and Directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the Company's Officers and Directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to the Company and its other shareholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of the Company and the Company's other shareholders, rather than their own personal pecuniary benefit.

 

The Company previously adopted a Code of Ethics in 2004. The Company has revised the Code of Ethics and is adopting a new Code of Ethics which applies to its directors as well as to its officers including its principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Ethics is attached as an Exhibit to this Report and is also available on the Company's website, www.crownequityholdings.com . A copy of the Code of Ethics is also available at no charge to anyone who may send a request in writing to the Company, addressed to its CEO, at Las Vegas, NV 89141.

 

Identification of Certain Significant Employees - The Company does not employ any persons who make or are expected to make significant contributions to the business of the Company.

 

Item 11: Executive Compensation

 

During the fiscal year endedperiod 2020, the Company recorded aggregate compensation of $463,512 due to officers and directors. As of December 31, 2013, Mr. Bosket and Ms. Zaman had agreed in 20122020, the outstanding balance due to terminate their employment with the Company while continuing to serve as officers and directors without compensation. This decision was necessitated due to$444,246.

During the dramatic decrease in the Company's revenues and its inability to continue paying them as employees. In July of 2013, an attempt to re-establish Mr. Bosket and Ms. Zaman as employees was initiated, but once again became short termed because of the decreased revenues and therefore continued the year beginning in August for Montse and Mid October for Kenneth without compensation once again. As for the added directors and officers during the fourth quarter, Mr. Arnulfo Saucedo-Bardan, Mike Zaman and Mr. Mark Vega, also made the decision to serve as officers and directors without compensation upon appointment. During fiscal 2013period 2019 the Company paid its officers and directors an aggregate of $38,500. During fiscal 2014 the Company paid its officers and directors an aggregate of $59, 225. During fiscal 2015 the Company paid its officers and directors (Kenneth Bosket, Mark Vega and John Scrudato) an aggregate of $8,000.$53,666. The remaining directors made the decision to serve as officers and/or directors without compensation upon appointment. In 2016,appointment for the company added board member Rudy Chacon who made the decision to serve as officers and directors without compensation upon appointment.fiscal period 2020.

 

 
9
36

Table of Contents

 

The following tables sets for the compensation for all officers and directors during the past three years:

 

DIRECTORS OFFICERS COMPENSATION

 

 

 

 

Annual compensation

 

 

Long-term compensation

 

 

 

 

 

 

 

 

 

 

 

 

Awards

 

 

 

 

 

 

 

Name and

Principal Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Other

annual

compen

-sation

($)

 

 

Restricted

stock

award(s)

($)

 

 

Securities

under-

lying

options/

SARs

(#)

 

 

Payouts

LTIP

payouts

($)

 

 

All other

compen-

sation

($)

 

 

Total Compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kenneth Bosket,

 

2015

 

 

2,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,000

 

CEO,

 

2014

 

 

12,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,000

 

Director

 

2013

 

 

8,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arnulfo Saucedo-Bardan,

 

2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

COO,

 

2014

 

 

4,800

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,800

 

Director

 

2013

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Montse Zaman,

 

2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Secretary, Treasurer,

 

2014

 

 

22,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

22,000

 

Director

 

2013

 

 

3,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Vega,

 

2015

 

 

2,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,000

 

Former Director

 

2014

 

 

11,425

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,425

 

 

 

2013

 

 

7,500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Scrudato,

 

2015

 

 

4,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,000

 

CFO, Former Director

 

2014

 

 

9,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9,000

 

 

 

2013

 

 

2,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rudy Chacon

 

2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Director

 

2014

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2013

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steve Onoue

 

2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Director

 

2014

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2013

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mike Zaman

 

2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Director

 

2014

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2013

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harold Gewerter

 

2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Former Director

 

2014

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2013

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brett Mattus

 

2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Former Director

 

2014

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 -

 

 

 

2013

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lowell Holden

 

2015

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 -

 

Former Director

 

2014

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 -

 

 

 

2013

 

 

18,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,000

 

 

10

 

 

Annual compensation

 

 

Long-term compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

Awards

 

 

 

 

 

 

 

Name and Principal Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Other

annual

compensation

($)

 

 

Restricted

stock

award(s)

($)

 

 

Securities

under-

lying

options/

SARs

(#)

 

 

Payouts

LTIP

payouts

($)

 

 

All other

compen-

sation

($)

 

 

Total Compensation

 

Kenneth Cornell Bosket

 

2020

 

 

60,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60,000

 

CFO, Director

 

2019

 

 

3,650

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,650

 

 

 

2018

 

 

1,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arnulfo Saucedo-Bardan

 

2020

 

60,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,000

 

Former Director

 

2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

2018

 

 

1,400

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Montse Zaman

 

2020

 

 

60,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60,000

 

COO, Director

 

2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2018

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mike Zaman

 

2020

 

 

240,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

240,000

 

CEO, Director

 

2019

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2018

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vinoth Sambandam

 

2020

 

 

21,756

 

 

 

-

 

 

 

21,756

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

43,512

 

CTO

 

2019

 

 

25,008

 

 

 

 

 

 

 

25,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50,016

 

 

 

2018

 

 

25,008

 

 

 

-

 

 

 

25,008

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,016

 

 

Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meeting of the Board of Directors.

 

The Company has no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's directors or executive officers.

 

The Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any executive officer or director, where such plan or arrangement would result in any compensation or remuneration being paid resulting from the resignation, retirement or any other termination of such executive officer's employment or from a change-in-control of the Company or a change in such executive officer's responsibilities following a change-in-control and the amount, including all periodic payments or installments where the value of such compensation or remuneration exceeds $100,000 per executive officer.

 

During the last completed fiscal year, no funds were set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.

 

The Company has no written employment agreements.

 

In December, 2007, the Company adopted the Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2007. Under the Plan, 50,000 shares are reserved for issuance to employees, officers, directors, advisors and consultants. As of December 31, 2013, 28,855 shares had been issued under the Plan. During 2014, an additional 20,500 shares were issued under the Consultants and Employees Stock Plan.

 

In October, 2014, the Company adopted a new Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2014. As of December 31, 2014, no shares were issued from this plan.

 

Termination of Employment and Change of Control Arrangement. Except as noted herein, the Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any individual named above from the latest or next preceding fiscal year, if such plan or arrangement results or will result from the resignation, retirement or any other termination of such individual's employment with the Company, or from a change in control of the Company or a change in the individual's responsibilities following a change in control.

 

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Table of Contents

Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended December 31, 2015,2020, the following persons were officers, directors and more than ten-percent shareholders of the Company's common stock:

 

Name

Position

Filed Reports

Steven Onoue

Director

Yes

Arnulfo Saucedo-Bardan

Director

Yes

Kenneth Bosket

Officer, Director

Yes

 

Montse Zaman

Officer, Director

Yes

Crown Marketing

Shareholder

Yes

11

 

Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stock Matters

 

There were 10,904,56412,901,753 shares of the Company' common stock issued and outstanding on December 31, 2015.2020. There are 10,000,00020,001,000 shares of preferred stock, par value $.001, authorized with none outstanding.of which 1,000 are designated as Series A. The 1,000 Series A preferred shares are outstanding at December 31, 2020. No other Preferred Shares are outstanding at December 31, 2020. The following tabulates holdings of shares of the Company by each person who, subject to the above, at the date of this Report, holds or record or is known by Management to own beneficially more than five percent (5%) of the Common Shares of the Company and, in addition, by all directors and officers of the Company individually and as a group.

 

Names and Addresses

 

Number of Shares
Owned Beneficially

 

 

Percent of Beneficially
Owned Shares

 

 

 

 

 

 

 

 

Steven Onoue (1)

 

 

1,318

 

 

 

0%

11226 Pentland Downs Street

 

 

 

 

 

 

 

 

Las Vegas, NV 89141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Montse Zaman (1)

 

 

99,378

 

 

 

0.01%

11226 Pentland Downs Street

 

 

 

 

 

 

 

 

Las Vegas, NV 89141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crown Marketing Corporation

 

 

10,220,398

 

 

 

0.94%

Mina #222 Sur,

 

 

 

 

 

 

 

 

Gomez Palacio, Durango Mexico CP 35000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ken Bosket (1)

 

 

21,022

 

 

 

0%

1453 Flintrock Road

 

 

 

 

 

 

 

 

Henderson, Nevada 89014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mike Zaman (1)

 

 

7,476

 

 

 

0%

11226 Pentland Downs Street

 

 

 

 

 

 

 

 

Las Vegas, NV 89141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arnulfo Saucedo Bardan (1)

 

 

1,611

 

 

 

0%

11226 Pentland Downs Street

 

 

 

 

 

 

 

 

Las Vegas, Nevada 89141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All directors and officers as a group

 

 

10,354,452

 

 

 

0.95%
Preferred Stock

___________________

Names and Addresses

 

Number of Preferred Shares Owned Beneficially

 

 

Percent of Preferred Beneficially Owned Shares

 

 

 

 

 

 

 

 

Mike Zaman (1)

 

 

1,000

 

 

 

100%

11226 Pentland Downs Street

 

 

 

 

 

 

 

 

Las Vegas, NV 89141

 

 

 

 

 

 

 

 

_______________

(1)

Denotes Officer and/or Director

Common Stock

Names and Addresses

 

Number of Shares Owned Beneficially

 

 

Percent of Beneficially Owned Shares

 

 

 

 

 

 

 

 

Montse Zaman (1)

 

 

10,012,057

 

 

 

85.08%

11226 Pentland Downs Street

 

 

 

 

 

 

 

 

Las Vegas, NV 89141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kenneth Cornell Bosket (1)

 

 

21,022

 

 

 

0%

1453 Flintrock Road

 

 

 

 

 

 

 

 

Henderson, Nevada 89014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mike Zaman (1)

 

 

7,476

 

 

 

0%

11226 Pentland Downs Street

 

 

 

 

 

 

 

 

Las Vegas, NV 89141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vinoth Sambandam (1)

 

 

410,740

 

 

 

0%

L41A Bharathy Thasan Colony

 

 

 

 

 

 

 

 

KK Nagar, Chennai, 600 078 India

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All directors and officers as a group

 

 

10,435,317

 

 

 

88.6%

_______________

(1)

Denotes officer or director.

38

Table of Contents

 

Change in Control. There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company.

 
12

Equity Compensation Plan Information

 

Plan Category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights

 

 

Weighted-average exercise price of outstanding options, warrants and rights

 

 

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

 

 

 

(a)

 

 

(b)

 

 

(c)

 

Equity compensation plans approved by security holders

 

 

--

 

 

 

--

 

 

 

66,290,000

 

Equity compensation plans not approved by security holders

 

 

--

 

 

 

--

 

 

 

--

 

Total

 

 

--

 

 

 

--

 

 

 

66,290,000

 

 

The Company utilizes the shares available under the Plan described above to issue shares of stock as compensation to employees, consultants and officers and directors. At the end of each quarter, the Board of Directors of the Company determines the amount of shares to be issued pursuant to the Plan.

 

Item 13: AllCertain Relationships and Related Transactions

 

TheAs in 2019, in 2020 the Company iswas provided office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.

 

During the period ending December 31, 2020, the Company issued 96,315 shares Common stock for the settlement of $204,933 debt from related parties.

As of December 31, 2015 and 2014,2020, the Company had a payable of $5,026$17,256 to Vinoth Sambandam, an officer of the Company. The amounts due are for services performed.

As of December 31, 2020, the Company had a remaining note payable balance to Montse Zaman.Zaman for $1,000. The payable is unsecured, bears no interest and due on demand.

 

As of December 31, 2015 and 2014,2020, the aggregate outstandingCompany had a remaining note payable balance to Willy A Saint-Hilaire for $19,813. The payable is unsecured with a maturity date of notes payable to related parties was $23,674 and $155,885, respectively consistingSeptember 28, 2021. Two monthly payments of loans described below.

During$1,931 were paid during the year endedperiod ending December 31, 2014,2020 with a related party converted debt of $79,184 and accrued interest of $20,010 into 100,000 shares of Series A preferred stock. The fair value of the preferred stock was determined to be $470,000 based upon the estimated fair value of the Company resulting in a loss on the extinguishment of debt of $370,806. This preferred stock was later converted into 10,000,000 shares of common stock during 2014.

During 2014, Arnulfo Saucedo-Bardan, a Director of the Company, made multiple advances due from the Company of $50,100. During 2015, Arnulfo Saucedo-Bardan, made additional advances due from the Company of $14,421. The debt is unsecured, carries 12% interest rate and is due on demand. Mr. Saucedo-Bardan cancelled the $64,521 debt and interest of $770 during 2015 which was recognized as a capital transaction.

During 2014, Mark Vega, a Director of the Company, made multiple advances due from the Company of $21,300. The debt is unsecured, carries 12% interest rate and is due on demand. Mr. Vega cancelled the $21,300 debt during 2015 which was recognized as a capital transaction.

On October 18, 2013 the Company borrowed an additional $8,550 from Ken Bosket our CEO. This is a demand note is unsecured and contains a zero percent stated interest rate. The total due to Ken Bosket at December 31, 2014 was $25,550. Mr. Bosket cancelled $8,550 of the total debt during 2015 which was recognized as a capital transaction. During 2015, the Company repaid the $17,000 balance of the debt and interest of $2,607 through the issuance of 19,607 common shares resulting in a loss of $3,921.

13

During 2014, a related party of the Company, made advances due from the Company of $4,000. The debt is unsecured, carries 12% interest rate and is due on demand.

During 2014, Montse Zaman, a Director of the Company, made multiple advances and receivedremaining 10 payments for a net amount advanced to the Company of $16,900. The debt is unsecured, carries zero interest and is due on demand. The total outstanding balance under these advances was $36,910 at December 31, 2014. Ms. Zaman cancelled $17,000 of the $36,910 debt during 2015 which was recognized as a capital transaction. During 2015, Montse, made additional aggregate advances to the Company that totaled $8,270, for an outstanding balance of $28,180, of which the Company repaid $8,736 and interest of $685 in 2015 through the issuance of 9,421 common shares resulting in a loss of $1,884. The total outstanding balance under these advances was $$19,444 at December 31, 2015.due.

 

As of December 31, 2014,2020, the Company had $17,025 duea payable of $76,640 to Phoenix Consulting Services, a company controlled by Montse Zaman, as three year unsecured notes due on November 19, 2012, with interest accruing at 12% per annum. an officer of the Company, for services performed.

39

Table of Contents

As of December 31, 2014, the notes were in default and accrue interest at the rate of 18% per annum. During 20152001, the Company repaid the $17,025 note and interesthad a payable of 11,381 through the issuance$240,000 to Mike Zaman, an officer of 28,406 common shares resulting in a loss of $5,681.

During 2015, the company made additional borrowings of $230 under a related party note and $1,000 of related party loans and interest of $373 was converted to 1,373 common shares resulting in a loss of $275. 

During 2014, the Company, loaned $14,700 to iB2B Global, Inc. (f.k.a EQCO2, Inc.). The Company wrote off the loan as it was deemed not collectable as of December 31, 2014. During 2013, the Company loaned $1,500 to Cleantech Transit. The loan is unsecured, bears no interest and is due on demand. The Company wrote off the loan as it was deemed not collectable as of December 31, 2014.

In July 2013 the Company entered into a management consultant contract with Cleantech Transit, Inc., a related party, for consulting services through June 30, 2014. There were no cash receipts and there was no revenue recognized under this agreement during the years ended December 31, 2015 and 2014.performed.

 

As of December 31, 2015 and2020, the Company had a payable of $52,350 to Kenneth Cornell Boskett, an officer of the Company, for services performed.

As of December 31, 2014,2020, the Company heldhad a payable of $58,000 to Arnulfo Saucedo Bardan, an aggregateofficer of 7,000,000 common shares of American Video Teleconferencing, Inc. American Video Teleconferencing, Inc. became a related party in 2014 due to common officers and Directors. The investment was fully impaired during 2014.the Company, for services performed.

 

Item 14: Principal Accounting Fees and Services

 

The following table presents for each ofOn December 19, 2018, the last two fiscal yearsCompany engaged M&K CPAS PLLC as the aggregate fees billed in connectionCompany’s independent registered accounting firm commencing with the audits of our financial statementsquarter ending March 31, 2018 through and other professional services rendered by our independent registered public accounting firm MaloneBailey, LLP, Certified Public Accountants and Consultants.including the fiscal year ending December 31, 2020.

 

 

2015

 

 

2014

 

 

2020

 

 

2019

 

Audit fees

 

$25,000

 

35,000

 

 

$16,700

 

$14,700

 

Audit related fees

 

-

 

-

 

 

-

 

-

 

Tax fees

 

-

 

-

 

 

-

 

-

 

All other fees

 

-

 

-

 

 

-

 

-

 

 

Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

 

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.

 

 
14
40

Table of Contents

Item 15: Exhibits

 

Item 13: Exhibits and Reports on Form 8-K

(a)

Financial Statements and Schedules

The following financial statements and schedules are filed as part of this report:

Report of Independent Registered Public Accounting Firm

F-1

Consolidated Balance Sheets as of December 31, 2015 and 2014

F-2

Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014

F-3

Consolidated Statement of Stockholders' Deficit for the Years Ended December 31, 2015 and 2014

F-4

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014

F-5

Notes to the Consolidated Financial Statements

F-6

EXHIBITS FILED WITH THIS REPORT

 

Exhibits required by Item 601 of Regulation S-K. The following exhibits are filed as a part of, or incorporated by reference into, this Report.

 

Exhibit Number

Description

31.1*

Certifications Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*31.2*

Certifications Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of Chief Executive Officer andPursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101.INS **

XBRL Instance Document

101.SCH **

XBRL Taxonomy Extension Schema Document

101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **

XBRL Taxonomy Extension Label Linkbase Document

101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document

_______________

___________________

*

Exhibit filed herewith

**

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
15
41

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Las Vegas, State of Nevada, on September 15, 2016March 16, 2021.

 

CROWN EQUITY HOLDINGS, INC.

By:

/s/ Mike Zaman

Mike Zaman

Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on September 15, 2016.March 16, 2021.

 

Signature

Title

/s/ Mike Zaman

Director, Chief Executive Officer

Mike Zaman

/s/ Steven Onoue

Director

Steven Onoue

/s/ Montse Zaman

Director, Secretary, TreasurerChief Operating Officer

Montse Zaman

/s/ Kenneth Cornell Bosket

Director, Chief Financial Officer (Principal

Kenneth Cornell Bosket

Financial Officer), Principal Accounting Officer

 

 
16
42

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Crown Equity Holdings, Inc.

Las Vegas, Nevada

We have audited the accompanying consolidated balance sheets of Crown Equity Holdings, Inc. and its subsidiaries (collectively, the "Company") as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of Crown Equity Holdings, Inc.'s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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

The accompanying consolidated financial statements have been prepared assuming that Crown Equity Holdings, Inc. will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, Crown Equity Holdings, Inc. has historically suffered losses from operations and has a working capital deficit which raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP                                           

www.malonebailey.com

Houston, Texas

September 15, 2016

F-1

CROWN EQUITY HOLDINGS, INC.

Consolidated Balance Sheets

December 31, 2015 and 2014

 

 

 

December 31,

 

 

December 31,

 

ASSETS

 

2015

 

 

2014

 

Current Assets

 

 

 

 

 

 

Cash

 

$2,448

 

 

$2,369

 

Total Current Assets

 

 

2,448

 

 

 

2,369

 

 

 

 

 

 

 

 

 

 

Property, Plant and Equipment, net of accumulated depreciation of $73,992 and $73,374

 

 

-

 

 

 

618

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$2,448

 

 

$2,987

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts Payable

 

$187,567

 

 

$212,508

 

Accrued Expenses to Related Parties

 

 

5,026

 

 

 

5,026

 

Notes Payable

 

 

11,500

 

 

 

47,950

 

Notes Payable to Related Parties

 

 

23,674

 

 

 

155,885

 

Total Current Liabilities

 

 

227,767

 

 

 

421,369

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Preferred Stock, 10,000,000 shares authorized, 9,000,000 undesignated authorized at $.001 par value, none issued or outstanding

 

 

-

 

 

 

-

 

Series A Convertible Preferred Stock, $0.001 par value, 1,000,000 shares authorized, none issued or outstanding

 

 

-

 

 

 

-

 

Common Stock, 490,000,000 authorized at $0.001 par value; shares issued and outstanding 10,904,564 and 10,566,969

 

 

10,905

 

 

 

10,567

 

Additional Paid-In Capital

 

 

10,335,890

 

 

 

9,760,054

 

Accumulated Deficit

 

 

(10,572,114)

 

 

(10,189,003)

Total Stockholders' Deficit

 

 

(225,319)

 

 

(418,382)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$2,448

 

 

$2,987

 

The accompanying notes are an integral part of these consolidated financial statements.

F-2

CROWN EQUITY HOLDINGS, INC.

Consolidated Statement of Operations

 

 

 

Year ended

December 31,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

REVENUES

 

$1,916

 

 

$183

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Depreciation

 

 

618

 

 

 

2,248

 

General and Administrative

 

 

321,051

 

 

 

531,837

 

TOTAL OPERATING EXPENSES

 

 

321,669

 

 

 

534,085

 

 

 

 

 

 

 

 

 

 

NET OPERATING LOSS

 

 

(319,753)

 

 

(533,902)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

Loss on Impairment of Marketable securities

 

 

-

 

 

 

(77,600)

Loss on Derivatives

 

 

-

 

 

 

(32,124)

Loss on Debt Extinguishment

 

 

(58,612)

 

 

(406,690)

Other Expense

 

 

-

 

 

 

(5,590)

Unrealized Loss on Marketable Securities

 

 

-

 

 

    (2,900

Interest Expense

 

 

(4,746)

 

 

(70,905)

TOTAL OTHER INCOME (EXPENSE)

 

 

(63,358)

 

 

(595,809)

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

 

(383,111)

 

 

(1,129,711)

 

 

 

 

 

 

 

 

 

Provision for Income Tax Expense

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(383,111)

 

$(1,129,711)

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE

 

 

 

 

 

 

 

 

Weighted Average Number of Common Shares Outstanding, basic and diluted

 

 

10,716,486

 

 

 

3,188,766

 

Net Loss per Common Share, basic and diluted

 

$(0.03)

 

$(0.35)

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CROWN EQUITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

YEARS ENDED DECEMBER 31, 2015 AND 2014

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional
Paid-In

 

 

Accumulated

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2013

 

 

-

 

 

 

-

 

 

 

439,469

 

 

 

439

 

 

 

8,818,705

 

 

 

(9,059,292)

 

 

(240,148)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

 

-

 

 

 

-

 

 

 

20,500

 

 

 

21

 

 

 

266,479

 

 

 

-

 

 

 

266,500

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

21,000

 

 

 

21

 

 

 

20,979

 

 

 

-

 

 

 

21,000

 

Common stock issued for debt and interest

 

 

-

 

 

 

-

 

 

 

86,000

 

 

 

86

 

 

 

121,767

 

 

 

-

 

 

 

121,853

 

Preferred stock issued for debt and interest

 

 

100,000

 

 

 

100

 

 

 

-

 

 

 

-

 

 

 

469,900

 

 

 

-

 

 

 

470,000

 

Preferred stock converted to common stock

 

 

(100,000)

 

 

(100)

 

 

10,000,000

 

 

 

10,000

 

 

 

(9,900)

 

 

-

 

 

 

-

 

Resolution of derivative liabilities

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

72,124

 

 

 

-

 

 

 

72,124

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,129,711)

 

 

(1,129,711)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2014

 

 

-

 

 

$-

 

 

 

10,566,969

 

 

$10,567

 

 

$9,760,054

 

 

$(10,189,003)

 

$(418,382)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock for services

 

 

-

 

 

 

-

 

 

 

152,496

 

 

 

152

 

 

 

240,170

 

 

 

-

 

 

 

240,322

 

Conversion of accounts payable to common stock

 

 

-

 

 

 

-

 

 

 

19,495

 

 

 

20

 

 

 

23,374

 

 

 

-

 

 

 

23,394

 

Sale of common stock for cash

 

 

-

 

 

 

-

 

 

 

22,081

 

 

 

22

 

 

 

22,059

 

 

 

-

 

 

 

22,081

 

Conversion of debt to common stock

 

 

-

 

 

 

-

 

 

 

143,523

 

 

 

144

 

 

 

178,092

 

 

 

-

 

 

 

178,236

 

Forgiveness of related party debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

112,141

 

 

 

-

 

 

 

112,141

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(383,111)

 

 

(383,111)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

 

-

 

 

$-

 

 

 

10,904,564

 

 

$10,905

 

 

$10,335,890

 

 

 

(10,572,114)

 

 

(225,319)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CROWN EQUITY HOLDINGS, INC.

Consolidated Statements of Cash Flows

 

 

Years Ended

December 31,

 

 

 

2015

 

 

2014

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net Loss

 

$(383,111)

 

$(1,129,711)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

618

 

 

 

2,248

 

Common Stock Issued for Services

 

 

240,322

 

 

 

266,500

 

Unrealized Loss on Marketable Securities

 

 

-

 

 

 

2,900

 

Loss on Marketable Securities

 

 

-

 

 

 

77,600

 

Loss on Derivative Liabilities

 

 

-

 

 

 

32,124

 

Amortization of Debt Discounts

 

 

-

 

 

 

40,000

 

Loss (Gain) on Debt Extinguishment

 

 

58,612

 

 

 

406,690

 

Loss on Write Off of Related Party Loans

 

 

-

 

 

 

24,140

 

Changes in operating assets and liabilities.

 

 

 

 

 

 

 

 

Accounts Payable and Accrued Expenses

 

 

15,653

 

 

 

64,880

 

Net Cash Used in Operating Activities

 

 

(67,906)

 

 

(212,629)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Loans to Related Parties

 

 

-

 

 

 

(14,700)

Loans to Third Parties

 

 

-

 

 

 

(7,940)

Net Cash Used in Investing Activities

 

 

-

 

 

 

(22,640)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from Sale of Stock

 

 

22,081

 

 

 

21,000

 

Proceeds from Notes Payable

 

 

22,983

 

 

 

114,700

 

Proceeds from Notes Payable - Related Party

 

 

22,921

 

 

 

104,350

 

Payments on Related Party Notes Payable

 

 

-

 

 

 

(3,500)

Net Cash Provided by Financing Activities

 

 

67,985

 

 

 

236,550

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

 

79

 

 

 

1,281

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

 

 

2,369

 

 

 

1,088

 

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

 

$2,448

 

 

$2,369

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE:

 

 

 

 

 

 

 

 

Cash Paid for Interest

 

$-

 

 

$-

 

Cash Paid for Income Taxes

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Common stock issued for debt and interest

 

$123,523

 

 

$85,969

 

Issuance of common stock for accounts payable conversions

 

 

19,495

 

 

 

-

 

Preferred stock issued for debt and interest

 

 

-

 

 

 

99,194

 

Debt discount due to derivative

 

 

-

 

 

 

40,000

 

Preferred stock converted to common stock

 

 

-

 

 

 

10,000

 

Forgiveness of debt – related party

 

 

112,141

 

 

 

-

 

Resolution of derivative liabilities

 

 

-

 

 

 

72,124

 

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CROWN EQUITY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

Nature of Business

Crown Equity Holdings Inc. ("Crown Equity" or the "Company") was incorporated in August 1995 in Nevada. The Company offers through its digital network of websites, advertising branding, marketing solutions and other services to boost customer awareness, as well as merchant visibility as a worldwide online multi-media publisher. The Company focuses on the distribution of information for the purpose of bringing together its audience with the advertisers that want to reach them. Its advertising services cover and connect a range of marketing specialties, as well as provide search engine optimization for clients interested in online media awareness. Crown Equity Holdings' objective is making its endeavor known as CRWE WORLD into a global online news and information source, as well as a global one stop shop for various distinct products and services. The Company also offers services to companies seeking to become public entities in the United States, as well as providing various consulting services to companies and individuals dealing with corporate structure and operations globally. 

In 2010, the Company formed two subsidiaries Crown Tele Services, Inc. and CRWE Direct, Inc. Crown Tele Services Inc. will provide voice over IP messaging at a competitive price to other competitors and CRWE Direct will provide its client with direct sales of products.

In 2011, the Company formed a wholly owned subsidiary CRWE Real Estate Inc. CRWE Real Estate Inc. will hold real estate.

Principles of Consolidation

The consolidated financial statements include the financial information of Crown Equity Holdings and its wholly owned subsidiaries, Crown Tele Services Inc., CRWE Direct Inc. and CRWE Real Estate, Inc. All significant inter-company accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Cash and Cash Equivalents

Crown Equity considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Stock-Based Compensation

The Company accounts for stock-based compensation to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company's common stock for common share issuances.

Revenue Recognition

Crown Equity's revenue is recognized pursuant to ASC 605 "Revenue Recognition." The Company recognizes its revenue from services as those services are performed. Revenue recognition is limited to the amount that is not contingent upon delivery of any future service or meeting other specified performance conditions.

The Company recognizes its revenue from the display of impression and click based ads, as well as from its publishing distribution service and domain name registration products and recognizes revenue when the service is provided.

Services are normally completed as described on the sales invoice issued for the service provided. In most cases the services is a one-time completion and recognized when the service is completed.

F-6

Allowance for Doubtful Accounts

The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There was no allowance for doubtful accounts as of December 31, 2015 and 2014.

During 2014, the Company loaned $7,940 to a third party service provider. This loan and $16,200 of loans to related parties (see Note 5) were written-off during 2014 as they were deemed uncollectible. This resulted in a total loss of $24,140 in 2014.

Concentrations

In 2015, 52%, 45% and 3% of the Company’s total revenue was generated from the display of impression and click based ads, as well as from its publishing distribution service and domain name registration product, respectively. During 2014, 100% of total revenue was generated from a single customer.

General and Administrative Expenses

Crown Equity's general and administrative expenses consisted of the following types of expenses during 2015 and 2014: Compensation expense, payroll expense, rent, travel and entertainment, legal and accounting, utilities, web sites, office expenses, depreciation and other administrative related expenses.

Marketable Securities

In accordance with Accounting Standards Codification 825 an entity is permitted to irrevocably elect fair value on a contract-by-contract basis for new assets or liabilities within the scope of ASC 825 as the initial and subsequent measurement attribute for those financial assets and liabilities and certain other items including property and casualty insurance contracts. Entities electing the fair value option are required to (i) recognize changes in fair value in earnings and (ii) expense any upfront costs and fees associated with the item for which the fair value option is elected. Entities electing the fair value option are required to distinguish, on the face of the statement of financial position, the fair value of assets and liabilities for which it has elected the fair value option, and similar assets and liabilities measured using another measurement attribute. An entity can accomplish this either by reporting the fair value and non-fair-value carrying amounts as separate line items or by aggregating those amounts and disclosing parenthetically the amount of fair value included in the aggregate amount.

Crown Equity adopted ASC 825 in the third quarter of fiscal 2009 and elected the fair value option for all their marketable securities. Management has elected the fair value option as management believes it best reflects the true market value of the securities at the date of valuation.

The Company reports the change in value of the securities as realized or unrealized gains or losses on a quarterly basis against earnings. The gain or loss is calculated as the difference between the acquiring value and the closing market value at the end of the reporting period. For securities purchased, the acquiring value is the fair value of the securities on the date they are acquired. For securities received as payment for revenue transactions, the acquiring value is the fair value of the securities on the date the Company receives the shares as this is the date the company is fully vested in the stock.

Equity Method Investments

For investments that represent significant influence in the investee, the Company follows ASC 323 Investments—Equity Method and Joint Ventures when recognizing these investments in the consolidated financial statements. Under this method, any net income or net loss must be recorded against the Company's investment, not to exceed the original investment and recognized as additional income or loss on the Company's income statement. Crown evaluates the carrying value of its equity method investments for impairment.

During 2012, the Company's ownership percentage in Cleantech Transit, Inc., a related party due to common officers and directors, increased to more than 20% and the Company began accounting for this investment under the equity method. The Company's ownership percentage in Cleantech Transit, Inc. was 42% as of December 31, 2015 and 2014. Cleantech has had no revenues since inception. As of December 31, 2015 and 2014, the carrying value of the equity method investment held in related party was zero.

Property and Equipment

Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are 3 to 5 years. Depreciation expense during the years ended December 31, 2015 and 2014 totaled $618 and $2,248, respectively.

F-7

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. No impairment charge was recorded in 2015 or 2014.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted net loss per share are the same due to the absence of common stock equivalents.

Income Taxes

Crown Equity recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Crown Equity provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Uncertain tax position

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2015 and 2014.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, marketable securities and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Recently Issued Accounting Pronouncements

Crown Equity does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.

NOTE 2 – GOING CONCERN

As shown in the accompanying consolidated financial statements, Crown Equity has historically suffered losses from operations and had a working capital deficit of $215,319 as of December 31, 2015. These conditions raise substantial doubt as to Crown Equity's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.

Crown Equity continues to review its expense structure reviewing costs and their reduction to move towards profitability. The Company's expenses are planned to decrease as a percent of revenue resulting in profitability and increased shareholders' equity.

NOTE 3 – MARKETABLE SECURITIES

Marketable securities are classified as available-for-sale and are presented in the consolidated balance sheets at fair market value.

Per Accounting Standards Codification 820 " Fair Value Measurement ", fair values defined establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements.

ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

F-8

Crown Equity has classified these marketable securities at level 1 with a fair value of $0 as of December 31, 2015 and December 31, 2014, respectively.

The Company has fully impaired the marketable securities as of December 31, 2014 due to the investments' lack of an active trading market and decline in fair value which was considered other than temporary. This resulted in an impairment loss of $77,600 during 2014. Unrealized losses on marketable securities totaled $2,900 during 2014. The Company does not have such activities during 2015. 

NOTE 4 – NOTES PAYABLE

During 2014 the Company borrowed an aggregate $114,700 under the following third party transactions:

·

A demand, unsecured, 12% interest bearing note for $10,000 funded during 2014 from a non-related party. Principal and accrued interest were later converted into 10,200 common shares valued at $12,240.

·

A demand, unsecured, 12% interest bearing convertible note for $40,000 funded during 2014 from a non-related party. The note was convertible into common stock of the Company at a 50% discount to the quoted market price for the Company's common stock. This conversion option qualifies as a derivative liability and was accounted for as such (see Note 9). Principal and accrued interest were later converted into 41,200 common shares valued at $72,100.

·

A demand, unsecured, non-interest bearing note for $9,500 from a non-related party and was outstanding at December 31, 2014.

·

A demand, unsecured, 12% interest bearing note for $5,500 funded during 2014 from a non-related party. Principal and accrued interest were later converted into 5,555 common shares valued at $6,666.

·

An increase in an existing demand, unsecured, non-interest bearing note for $17,500 funded during 2014 from a non-related party. $25,068 of the total principal, and accrued interest were later converted into 27,589 common shares valued at $29,493 leaving the balance at $5,000outstanding at December 31, 2014.

·

An increase in an existing demand, unsecured, note bearing interest between 0% and 12% for $32,200 funded during 2014 from a non-related party. $33,450 was outstanding at December 31, 2014.

Also during 2014, an existing demand, unsecured, non-interest bearing note for $1,250 from a non-related party, principal and accrued interest were converted into 1,425 shares of common stock valued at $1,354.

The conversion of non-related party notes payable in 2014 resulted in a loss on extinguishment of debt of $35,884.

During 2015 the Company borrowed an aggregate $22,983 under the following third party transactions:

·

A demand, unsecured, 12% interest bearing note for $1,000 from a non-related party.

·

A demand, unsecured, 12% interest bearing note for $983 from a non-related party.

·

A demand, unsecured, 12% interest bearing note for $20,000 from a non-related party.

·

A demand, unsecured, 12% interest bearing note for $1,000 from a non-related party.

During 2015, third party debt of $59,433 was settled through the issuance of common stock resulting in loss of $42,952.

As of December 31, 2015 and 2014, the aggregate outstanding principal on third party notes payable was $11,500 and $47,950, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company is provided office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.

F-9

As of December 31, 2015 and 2014, the Company had a payable of $5,026 to Montse Zaman, director. The payable is unsecured, bears no interest and due on demand.

As of December 31, 2015 and 2014, the aggregate outstanding balance of notes payable to related parties was $23,674 and $155,885, respectively consisting of loans described below.

During the year ended December 31, 2014, a related party converted debt of $79,184 and accrued interest of $20,010 into 100,000 shares of Series A preferred stock. The fair value of the preferred stock was determined to be $470,000 based upon the estimated fair value of the Company resulting in a loss on the extinguishment of debt of $370,806. This preferred stock was later converted into 10,000,000 shares of common stock during 2014.

During 2014, Arnulfo Saucedo-Bardan, a Director of the Company, made multiple advances due from the Company of $50,100. During 2015, Arnulfo Saucedo-Bardan, made additional advances due from the Company of $14,421. The debt is unsecured, carries 12% interest rate and is due on demand. Mr. Saucedo-Bardan cancelled the $64,521 debt and interest of $770 during 2015 which was recognized as a capital transaction.

During 2014, Mark Vega, a Director of the Company, made multiple advances due from the Company of $21,300. The debt is unsecured, carries 12% interest rate and is due on demand. Mr. Vega cancelled the $21,300 debt during 2015 which was recognized as a capital transaction.

On October 18, 2013 the Company borrowed an additional $8,550 from Ken Bosket our CEO. This is a demand note is unsecured and contains a zero percent stated interest rate. The total due to Ken Bosket at December 31, 2014 was $25,550. Mr. Bosket cancelled $8,550 of the total debt during 2015 which was recognized as a capital transaction. During 2015, the Company repaid the $17,000 balance of the debt and interest of $2,607 through the issuance of 19,607 common shares resulting in a loss of $3,921.

During 2014, a related party of the Company, made advances due from the Company of $4,000 and still outstanding as of December 31, 2014 and 2015. The debt is unsecured, carries 12% interest rate and is due on demand.

During 2014, Montse Zaman, a Director of the Company, made multiple advances and received payments for a net amount advanced to the Company of $16,900. The debt is unsecured, carries zero interest and is due on demand. The total outstanding balance under these advances was $36,910 at December 31, 2014. Ms. Zaman cancelled $17,000 of the $36,910 debt during 2015 which was recognized as a capital transaction. During 2015, Montse, made additional aggregate advances to the Company that totaled $8,270, for an outstanding balance of $28,180, of which the Company repaid $8,736 and interest of $685 in 2015 through the issuance of 9,421 common shares resulting in a loss of $1,884. The total outstanding balance under these advances was $19,444 at December 31, 2015.

As of December 31, 2014, the Company had $17,025 due to Phoenix Consulting Services, a company controlled by Montse Zaman, as three year unsecured notes due on November 19, 2012, with interest accruing at 12% per annum. As of December 31, 2014, the notes were in default and accrue interest at the rate of 18% per annum. During 2015 the Company repaid the $17,025 note and interest of 11,381 through the issuance of 28,406 common shares resulting in a loss of $5,681.

During 2015, the Company made additional borrowings of $230 under a related party note and $1,000 of related party loans and interest of $373 was converted to 1,373 common shares resulting in a loss of $275. 

During 2014, the Company loaned $14,700 to iB2B Global, Inc. (f.k.a EQCO2, Inc.). The Company wrote off the loan as it was deemed not collectable as of December 31, 2014. During 2013, the Company loaned $1,500 to Cleantech Transit. The loan is unsecured, bears no interest and is due on demand. The Company wrote off the loan as it was deemed not collectable as of December 31, 2014.

In July 2013 the Company entered into a management consultant contract with Cleantech Transit, Inc., a related party, for consulting services through June 30, 2014. There were no cash receipts and there was no revenue recognized under this agreement during the years ended December 31, 2015 and 2014.

As of December 31, 2015 and December 31, 2014, the Company held an aggregate of 7,000,000 common shares of American Video Teleconferencing, Inc. American Video Teleconferencing, Inc. became a related party in 2014 due to common officers and Directors. The investment was fully impaired during 2014.

NOTE 6 – STOCKHOLDERS' EQUITY

In December, 2007, the Company adopted the Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2007. Under the Plan, 10,000,000 shares are reserved for issuance to employees, officers, directors, advisors and consultants.

The Company effected a 2,000 for 1 reverse split of its common stock on June 9, 2014 and amended its authorized stock to include 490,000,000 shares of common stock and 10,000,000 shares of preferred stock. All share and per share amounts herein have been retroactively restated to reflect the split.

F-10

The Company issued 100,000 shares of Series A preferred stock on September 23, 2014 to a related party for the conversion of debt and accrued interest (see Note 5). These shares carry a conversion right of 100 shares of common stock for each preferred share held.

During 2015, the Company issued:

·

22,081 common shares issued for cash proceeds of $22,081,

·

152,496 common shares issued for services with a value of $240,322,

·

143,523 shares issued with fair value of $178,236 for the settlement of $123,523 in debt and interest resulting in a loss of $54,713,

·

and 19,495 shares issued with fair value of $23,394 for the settlement of $19,495 in accounts payable resulting in a loss of $3,899.

During 2014, the Company issued:

·

20,500 common shares for services with a value of $266,500,

·

21,000 common shares for cash of $21,000,

·

86,000 common shares for the conversion of notes payable and interest valued at $121,853,

·

and 10,000,000 common shares for the conversion of 100,000 preferred shares.

NOTE 7 – DERIVATIVE LIABILITY

The Company accounts for derivative financial instruments in accordance with ASC 815, which requires that all derivative financial instruments be recorded in the balance sheets either as assets or liabilities at fair value.

The Company's derivative liability is an embedded derivative associated with the Company's convertible promissory notes. The convertible promissory note was issued on July 14, 2014 and contains an embedded derivative feature which would individually warrant separate accounting as a derivative instrument under Paragraph 815-10-05-4. The embedded derivative feature includes the conversion feature to the Note. Pursuant to Paragraph 815-10-05-4, the value of the embedded derivative liability have been bifurcated from the debt host contract and recorded as a derivative liability resulting in a reduction of the initial carrying amount (as unamortized discount) of the notes, which are amortized as debt discount to be presented in other (income) expenses in the statements of operations using the effective interest method over the life of the notes.

The embedded derivative within the note have been valued using the Black Scholes approach, recorded at fair value at the date of issuance; and marked-to-market at each reporting period end date with changes in fair value recorded in the Company's statements of operations as "change in the fair value of derivative instrument".

For the year ending December 31, 2015, there is no derivative liability.

As of July 14, 2014 and December 31, 2014, the estimated fair value of derivative liability was determined to be $76,162 and $0, respectively. On July 14, 2014, the derivative liability was recognized with a debt discount of $40,000 and a loss on derivative liabilities of $36,162. During the year ended December 31, 2014, amortization of $40,000 was recorded against the discount. The change in the fair value of derivative liabilities for the year ended December 31, 2014 was a gain of $4,038 resulting in an aggregate loss on derivative liabilities of $32,124.

Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets:

Fair Value Measurement Using

Carrying Value

Level 1

Level 2

Level 3

Total

Derivative liabilities on conversion feature

-

-

-

-

-

Total derivative liabilities

$-

$-

$-

$-

$-

F-11

Summary of the Changes in Fair Value of Level 3 Financial Liabilities

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2014:

Derivative
Liability

Fair value, December 31, 2013 

$-

Additions recognized as debt discount

40,000

Additions recognized as derivative loss

36,162

Change in fair value

(4,038)

Resolution due to conversion of debt

(72,124)

Fair value, December 31, 2014 

$-

NOTE 8 – INCOME TAXES

The Company follows ASC 740, Accounting for Income Taxes. During 2009, there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting, the same that is used for financial reporting purposes.

The Company did not have taxable income during 2015 or 2014.

The Company's deferred tax assets consisted of the following as of December 31, 2015 and 2014:

 

 

2015

 

 

2014

 

Net operating loss

 

$530,300

 

 

$510,000

 

Valuation allowance

 

 

(530,300)

 

 

(510,000)

Net deferred tax asset

 

$-

 

 

$-

 

As of December 31, 2015, the Company's accumulated net operating loss carry forward was approximately $1,527,000 and will begin to expire in the year 2032. Federal income tax returns have not been examined and reported upon by the Internal Revenue Service; returns of the years since 2013 are still open.

NOTE 9 - SUBSEQUENT EVENTS

Total common shares issued for the period from January 1, 2016 through September 15, 2016 was 287,267 shares which are broken down as follows:

·

168,267 shares were issued for cash proceeds of $93,767 and

·

119,000 shares were issued for the settlement of promissory notes and interest of $59,707.

On June 1, 2016 the following executive changes occurred:

·Appointed its CFO, Rudy Chacon to Vice President, its Chairman, Kenneth Bosket to Chief Financial Officer and appointed Mike Zaman as Chairman of the Board, who also remained as the corporation’s President/ CEO and Arnulfo Saucedo-Bardan as it Chief Operations Officer.

·During January, 2016, John Scrudato resigned as a director and officer and Rudy Chacon appointed as director and officer..

·During February, 2016, Harold Gewerter resigned as director/chairman and Mark Vegas resigned as director and officer.

·During May, 2016, Brett Matus resigned as a director.

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