UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x

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

For the quarterly period ended

June 30, 2019
2020

OR

¨

TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission File Number

000-29935

CROWN EQUITY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada

33-0677140

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

11226 Pentland Downs Street, Las Vegas, NV 89141

(Address of principal executive offices)

(702) 683-8946

(Issuer’s telephone number)

Indicate by check mark whether the Company (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes

¨
 ☐     No
x

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

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

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 Section 13(a) of the Exchange Act.

¨

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes

x
 ☒     No
¨

As of March 5,August 11, 2020, the number of shares outstanding of the registrant’s class of common stock was 11,806,766.

12,498,854.

 

 

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2

PART I. FINANCIAL INFORMATION

DEFINITIONS

In this Quarterly Report on Form 10-Q, the words “Crown Equity”, the “Company”, the “Registrant”, “we”, “our”, “ours” and “us” refer to Crown Equity Holdings, Inc.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes certain statements that may be deemed “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, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018,2019, 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 ourcontrolling shareholder, 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. Forward-looking statements are provided in this Quarterly Report on Form 10-Q pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of the estimates, assumptions, uncertainties and risks described herein.

 
3

Crown Equity Holdings Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

  
June 30,
2019
 
 
Dec 31,
2018
 
  (Unaudited)    
Assets
Current assets
      
Cash $3,499  $13,294 
Total Current Assets
  3,499   13,294 
         
Property and Equipment, net  44,994   50,565 
Total Assets
 $48,493  $63,859 
         
Liabilities and Stockholders Deficit
Current liabilities
        
Accounts payable and accrued expenses $211,402  $207,125 
Accounts payable to related party  70,660   61,156 
Deferred revenue Related Party  -   50,000 
Convertible notes payable to related parties, net of discount  1,521   13,040 
Convertible notes payable, net of discount  -   8,498 
Finance lease obligation, current  23,714   10,403 
Total Current Liabilities
  307,297   350,222 
         
Non-Current liabilities
        
Finance lease obligation, long term  32,905   42,879 
Total Liabilities
  340,202   393,101 
         
Stockholders deficit
        
Preferred Stock, 20,000,000 shares authorized, authorized at $0.001 par value, none issued or outstanding  -   - 
Series A Convertible Preferred Stock, $0.001 par value, 1,000 shares authorized, 1,000 issued and outstanding  1   1 
Common Stock, 450,000,000 authorized at $0.001 par value; 11,952,766 and 11,823,389 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively  11,952   11,823 
Stock Payable  51,260   18,756 
Additional paid-in capital 11,360,917  11,279,211 
Accumulated deficit  (11,715,839)  (11,639,033)
Total stockholders deficit
  (291,709)  (329,242)
Total liabilities and stockholders deficit
 $48,493  $63,859 

 

 

Jun 30,
2020

 

 

Dec 31,

 2019

 

 

 

 (Unaudited)

 

 

 

 

Assets

Current assets

 

 

 

 

 

 

Cash

 

$5,035

 

 

$997

 

Total Current Assets

 

 

5,035

 

 

 

997

 

Property and Equipment, net

 

 

12,815

 

 

 

28,882

 

Total Assets

 

$17,850

 

 

$29,879

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$159,398

 

 

$210,223

 

Accounts payable and accrued expenses to related party

 

 

239,144

 

 

 

80,664

 

Convertible notes payable to related parties, net of discount

 

 

9,800

 

 

 

760

 

Convertible notes payable, net of discount

 

 

17,633

 

 

 

-

 

Finance lease obligation, current

 

 

29,778

 

 

 

30,681

 

Total Current Liabilities

 

$455,753

 

 

$322,328

 

 

 

 

 

 

 

 

 

 

Non-Current liabilities

 

 

 

 

 

 

 

 

Finance lease obligation, non-current

 

 

17,408

 

 

 

25,976

 

EIDL Loan

 

 

4,000

 

 

 

-

 

Total Liabilities

 

$477,161

 

 

$348,304

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

 

 

 

Preferred Stock, 20,000,000 shares authorized, authorized at $0.001 par value, none issued or outstanding

 

 

-

 

 

 

-

 

Series A Convertible Preferred Stock, $0.001 par value, 1,000 shares authorized, 1,000 issued and outstanding

 

 

1

 

 

 

1

 

Common Stock, 450,000,000 authorized at $0.001 par value; 12,424,870 and 11,766,766 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively

 

 

12,423

 

 

 

11,766

 

Stock Payable

 

 

-

 

 

 

43,764

 

Additional paid-in capital

 

 

12,240,785

 

 

 

11,418,103

 

Accumulated deficit

 

 

(12,712,520)

 

 

(11,792,059)

Total stockholders’ deficit

 

 

(459,311)

 

 

(318,425)

Total liabilities and stockholders’ deficit

 

$17,850

 

 

$29,879

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 
4

Crown Equity Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

  
Three Months Ended
  
Six Months Ended
 
  
June 30,
  
June 30,
 
  
2019
  
2018
  
2019
  
2018
 
             
Revenue $2,363  $990  $3,045  $2,686 
Revenue – related party  50,000   2,000   50,000   6,100 
Total Revenue
  52,363   2,990   53,045   8,786 
                 
Operating expenses
                
Depreciation  8,055   7,224   15,556   14,447 
General and Administrative  33,275   46,373   66,728   74,380 
Total Operating Expenses  41,330   53,597   82,284   88,827 
                 
Net Operating Income (Loss)
  11,033   (50,607)  (29,239)  (80,041)
                 
Other expense
                
Interest expense  (3,808)  (3,136)  (8,647)  (5,759)
Amortization of beneficial conversion feature  (26,602)  (3,745)  (38,920)  (6,945 
Total other expense
  (30,410)  (6,881)  (47,567)  (12,704)
                 
Net (loss)
 $(19,377) $(57,488) $(76,806) $(92,745)
                 
Net (loss) per common share – basic and diluted
 $(0.00) $(0.00) $(0.01) $(0.01)
                 
Weighted average number of common shares outstanding - basic and diluted
  11,889,981   11,478,993   11,845,939   11,468,497 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$500

 

 

$2,363

 

 

$1,077

 

 

$3,045

 

Revenue – related party

 

 

-

 

 

 

50,000

 

 

 

-

 

 

 

50,000

 

Total Revenue

 

 

500

 

 

 

52,363

 

 

 

1,077

 

 

 

53,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

8,034

 

 

 

8,055

 

 

 

16,067

 

 

 

15,556

 

General and Administrative

 

 

313,035

 

 

 

33,275

 

 

 

356,430

 

 

 

66,728

 

Total Operating Expenses

 

 

321,069

 

 

 

41,330

 

 

 

372,497

 

 

 

82,284

 

Net Operating Income (Loss)

 

 

(320,569)

 

 

11,033

 

 

 

(371,420)

 

 

(29,239)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(3,007)

 

 

(3,808)

 

 

(6,707)

 

 

(8,647)

Amortization of beneficial conversion feature

 

 

-

 

 

 

(26,602)

 

 

 

 

 

 

(38,920)

Loss on AP Settlement – related party

 

 

(115,347)

 

 

-

 

 

 

(542,334)

 

 

-

 

Total other expense

 

 

(118,354)

 

 

(30,410)

 

 

(549,041)

 

 

(47,567)

Net (loss)

 

$(438,923)

 

$(19,377)

 

$(920,461)

 

$(76,806)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per common share – basic and diluted

 

$(0.04)

 

$(0.00)

 

$(0.08)

 

$(0.01)

Weighted average number of common shares outstanding - basic and diluted

 

 

12,192,294

 

 

 

11,889,981

 

 

 

12,099,562

 

 

 

11,845,939

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 
5

CROWN EQUITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

For the Three monthsMonths Ended June 30, 2019

  
Preferred Stock
  
Common Stock
  
Common
Stock
  
Additional
Paid-In
  
Accumulated
  
Total
Stockholders'
 
  
Shares
  
Amount
  
Shares
  
Amount
  
Payable
  
Capital
  
Deficit
  
(Deficit)
 
                         
Balances at March 31, 2019  1,000  $1   11,856,766  $11,856  $25,008  $11,314,357  $(11,696,462) $(345,240)
Notes Payable and Accrued Interest Converted to Common Stock  -   -   90,000   90   -   43,566   -   43,656 
Common stock issued for cash  -   -   6,000   6   20,000   2,994   -   23,000 
Common Stock Subscribed for services  -   -   -   -   6,252   -   -   6,252 
Net loss  -   -   -   -   -   -   (19,377)  (19,377)
Balances at June 30, 2019  1,000  $1   11,952,766  $11,952  $51,260  $11,360,917  $(11,715,839) $(291,709)
2020

 

 

Preferred Stock

 

 

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Payable

 

 

Capital

 

 

Deficit

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at March 31, 2020

 

 

1,000

 

 

$1

 

 

 

12,160,118

 

 

$12,159

 

 

$1,500

 

 

$11,986,012

 

 

$(12,273,597)

 

$(273,925)

Common Stock issued for cash

 

 

-

 

 

 

-

 

 

 

20,000

 

 

$20

 

 

$-

 

 

$9,980

 

 

$-

 

 

$10,000

 

Common Stock for services – Third Party

 

 

-

 

 

 

-

 

 

 

4,500

 

 

$4

 

 

$(1,500)

 

$4,496

 

 

 

-

 

 

$3,000

 

Common Stock for services – Related Party

 

 

-

 

 

 

-

 

 

 

6,252

 

 

$6

 

 

$-

 

 

$6,246

 

 

$-

 

 

$6,252

 

Settlement of board member compensation

 

 

-

 

 

 

-

 

 

 

160,000

 

 

$160

 

 

$-

 

 

$79,840

 

 

$-

 

 

$80,000

 

Settlement of AP – Third Party

 

 

-

 

 

 

-

 

 

 

74,000

 

 

$74

 

 

$-

 

 

$36,926

 

 

$-

 

 

$37,000

 

Warrant Subscriptions

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$-

 

 

$285

 

 

$-

 

 

$285

 

Loss on AP Settlement – Third Party

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$-

 

 

$117,000

 

 

$-

 

 

$117,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(438,923)

 

 

(438,923)

Balances at June 30, 2020

 

 

1,000

 

 

$1

 

 

 

12,424,870

 

 

$12,423

 

 

$-

 

 

$12,240,785

 

 

$(12,712,520)

 

$(459,311)

For the Six monthsMonths Ended June 30, 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)
Notes Payable and Accrued Interest Converted to Common Stock  -   -   113,377   113   -   56,782   -   56,895 
Common stock issued for cash  -   -   16,000   16   20,000   7,944   -   27,960 
Common Stock Subscribed for services  -   -   -   -   12,504   -   -   12,504 
Forgiveness of Interest – Related Party  -   -   -   -   -   9,282   -   9,282 
Compensation Expense  -   -   -   -   -   7,698   -   7,698 
Net loss  -   -   -   -   -   -   (76,806)  (76,806)
Balances at June 30, 2019  1,000  $1   11,952,766  $11,952  $51,260  $11,360,917  $(11,715,839) $(291,709)
2020

 

 

Preferred Stock

 

 

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Payable

 

 

Capital

 

 

Deficit

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 cash

 

 

-

 

 

 

-

 

 

 

60,000

 

 

$60

 

 

$-

 

 

$29,940

 

 

$-

 

 

$30,000

 

Common Stock for services – Third Party

 

 

-

 

 

 

-

 

 

 

4,500

 

 

 

4

 

 

$(1,500)

 

$4,496

 

 

 

-

 

 

$3,000

 

Common Stock for services – related party

 

 

-

 

 

 

-

 

 

 

154,671

 

 

$154

 

 

$(42,264)

 

$56,114

 

 

$-

 

 

$14,004

 

Officer Compensation

 

 

-

 

 

 

-

 

 

 

160,000

 

 

$160

 

 

$-

 

 

$79,840

 

 

$-

 

 

$80,000

 

Settlement of AP – Third Party

 

 

-

 

 

 

-

 

 

 

74,000

 

 

$74

 

 

$-

 

 

$36,926

 

 

$-

 

 

$37,000

 

Settlement of AP – Related Party

 

 

-

 

 

 

-

 

 

 

204,933

 

 

$205

 

 

$-

 

 

$63,819

 

 

$-

 

 

$64,024

 

Warrant Subscriptions

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$-

 

 

$360

 

 

$-

 

 

$360

 

Loss on AP Settlement – Third Party

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$-

 

 

$117,000

 

 

$-

 

 

$117,000

 

Loss on AP Settlement – Related Party

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$-

 

 

$426,987

 

 

$-

 

 

$426,987

 

Forgiveness of AP by CEO

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$-

 

 

$7,200

 

 

$-

 

 

$7,200

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(920,461)

 

 

(920,461)

Balances at June 30, 2020

 

 

1,000

 

 

$1

 

 

 

12,424,870

 

 

$12,423

 

 

$-

 

 

$12,240,785

 

 

$(12,712,520)

 

$(459,311)

 
6

For the Three monthsMonths Ended June 30, 2018

  
Preferred Stock
  
Common Stock
  
Common
Stock
  
Additional
Paid-In
  
Accumulated
  
Total
Stockholders'
 
  
Shares
  
Amount
  
Shares
  
Amount
  
Payable
  
Capital
  
Deficit
  
(Deficit)
 
Balance, March 31, 2018  1,000  $1   11,467,389  $11,467  $-  $11,041,439  $(11,299,470) $(246,563)
Common stock issued for cash  -   -   22,000   22   -   10,978   -   11,000 
Debt Discount  -   -   -   -   -   1,460   -   1,460 
Common Stock Payable  -   -   -   -   20,362   -   -   20,362 
Net loss  -   -   -   -   -   -   (57,488)  (57,488)
Balance, June 30, 2018  1,000  $1   11,489,389  $11,489  $20,362  $11,053,877  $(11,356,958) $(271,229)
2019

 

 

Preferred Stock

 

 

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Total

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Payable

 

 

Capital

 

 

Deficit

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at March 31, 2019

 

 

1,000

 

 

$1

 

 

 

11,856,766

 

 

$11,856

 

 

$25,008

 

 

$11,314,357

 

 

$(11,696,462)

 

$(345,240)

Notes Payable and Accrued Interest Converted to Common Stock

 

 

-

 

 

 

-

 

 

 

90,000

 

 

$90

 

 

$-

 

 

$43,566

 

 

$-

 

 

$43,656

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

6,000

 

 

$6

 

 

$20,000

 

 

$2,994

 

 

$-

 

 

$23,000

 

Common Stock Subscribed for services

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$6,252

 

 

$-

 

 

$-

 

 

$6,252

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,377)

 

 

(19,377)

Balances at June 30, 2019

 

 

1,000

 

 

$1

 

 

 

11,952,766

 

 

$11,952

 

 

$51,260

 

 

$11,360,917

 

 

$(11,715,839)

 

$(291,709)

For the Six monthsMonths Ended June 30, 2018

  
Preferred Stock
  
Common Stock
  
Common
Stock
  
Additional
Paid-In
  
Accumulated
  
Total
Stockholders'
 
  
Shares
  
Amount
  
Shares
  
Amount
  
Payable
  
Capital
  
Deficit
  
(Deficit)
 
Balance, December 31, 2017  1,000  $1   11,461,137  $11,461  $-  $11,029,958  $(11,264,213) $(222,793)
Common stock issued for services  -   -   6,252   6       6,246   -   6,252 
Common stock issued for cash  -   -   22,000   22   -   10,978   -   11,000 
Debt Discount  -   -   -   -   -   6,695   -   6,695 
Common stock payable  -   -   -   -   20,362   -   -   20,362 
Net loss  -   -   -   -   -   -   (92,745)  (92,745)
Balance, June 30, 2018  1,000  $1   11,489,389  $11,489  $20,362  $11,053,877  $(11,356,958) $(271,229)
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
  
Six months Ended
 
  
June 30,
 
  
2019
  
2018
 
Cash flows from operating activities
      
Net loss $(76,806) $(92,745)
Adjustments to reconcile net loss to net cash used in operating activities:        
Non-cash Compensation Expense  20,202   26,617 
Depreciation  15,556   14,447 
Amortization of beneficial conversion feature  38,920   6,945 
Changes in operating assets and liabilities:        
Deferred revenue  (50,000)  - 
Accounts payable and accrued expenses – related party  9,504   16,061 
Accounts payable and accrued expenses  13,728   10,763 
Net cash (used in) operating activities  (28,896)  (17,912)
         
Cash used in financing activities
        
Purchase of property and equipment  -   - 
Net cash (used in) operating activities  -   - 
         
Cash flows from financing activities
        
Payments on convertible notes payable, related party  (2,250)  (360)
Borrowings from convertible notes payable, related party  -   3,695 
Borrowings from convertible notes payable  -   3,000 
Proceeds from Sale of Stock  28,000   11,000 
Payments on notes payable  (6,649)  (970)
Net cash provided by financing activities  19,087   16,365 
         
Net increase (decrease) in cash
  (9,795)  (1,547)
Cash, beginning of period
  13,294   1,862 
Cash, end of period
 $3,499  $315 
         
Supplemental disclosure of cash flow information
        
Interest paid $5,147  $4,585 
Income taxes paid  -   - 
         
Non-Cash Transactions
        
Beneficial conversion feature discount on convertible notes $-  $6,695 
Forgiveness of Interest – Related Party  9,282   - 
Purchase of fixed assets through finance lease  9,985   - 
Debt converted to common stock  56,895   - 
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)

Notes Payable and Accrued Interest Converted to Common Stock

 

 

-

 

 

 

-

 

 

 

113,377

 

 

$113

 

 

$-

 

 

$56,782

 

 

$-

 

 

$56,895

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

16,000

 

 

$16

 

 

$20,000

 

 

$7,944

 

 

$-

 

 

$27,960

 

Common Stock Subscribed for services

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$12,504

 

 

$-

 

 

$-

 

 

$12,504

 

Forgiveness of Interest – Related Party

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$-

 

 

$9,282

 

 

$-

 

 

$9,282

 

Compensation Expense

 

 

-

 

 

 

-

 

 

 

-

 

 

$-

 

 

$-

 

 

$7,698

 

 

$-

 

 

$7,698

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(76,806)

 

 

(76,806)

Balances at June 30, 2019

 

 

1,000

 

 

$1

 

 

 

11,952,766

 

 

$11,952

 

 

$51,260

 

 

$11,360,917

 

 

$(11,715,839)

 

$(291,709)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

7

Table of Contents

                CROWN EQUITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Six months Ended

 

 

 

June 30,

 

 

 

2020

 

 

2019

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$(920,461)

 

$(76,806)

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

 

 

 

 

 

 

 

 

Common stock issued for services

 

 

17,003

 

 

 

20,202

 

Common stock issued for Settlement of Board Member Compensation

 

 

80,000

 

 

 

-

 

Depreciation

 

 

16,067

 

 

 

15,556

 

Loss on AP Settlement

 

 

543,987

 

 

 

-

 

Amortization of beneficial conversion feature

 

 

-

 

 

 

38,920

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Deferred revenue

 

 

-

 

 

 

(50,000)

Accounts payable and accrued expenses – related party

 

 

75,033

 

 

 

9,504

 

Accounts payable and accrued expenses

 

 

158,480

 

 

 

13,728

 

Net cash (used in) operating activities

 

 

(29,891)

 

 

(28,896)

 

 

 

 

 

 

 

 

 

Cash used in investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Payments on convertible notes payable, related party

 

 

(1,460)

 

 

(2,250)

Borrowings from convertible notes payable, related party                                        

 

 

10,500

 

 

 

-

 

Proceeds from Sale of Stock

 

 

30,000

 

 

 

28,000

 

Proceeds from EIDL loan

 

 

4,000

 

 

 

-

 

Principal payments on debt

 

 

(9,471)

 

 

(6,649)

Warrant Subscriptions

 

 

360

 

 

 

-

 

Net cash provided by financing activities

 

 

33,929

 

 

 

19,087

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

4,038

 

 

 

(9,795)

Cash, beginning of period

 

 

997

 

 

 

13,294

 

Cash, end of period

 

$5,035

 

 

$3,499

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

 

Interest paid

 

$6,707

 

 

$5,147

 

Income taxes paid

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Non-Cash Transactions

 

 

 

 

 

 

 

 

Forgiveness of AP by CEO

 

$7,200

 

 

$-

 

Forgiveness of Interest – Related Party

 

 

-

 

 

 

9,282

 

Purchase of fixed assets through finance lease

 

 

-

 

 

 

9,985

 

Debt converted to common stock

 

 

-

 

 

 

56,895

 

Convertible debt for payment of AP

 

 

17,633

 

 

 

-

 

RP-AP Converted into common stock

 

 

64,024

 

 

 

-

 

AP Converted into common stock – Third Party

 

 

37,000

 

 

 

-

 

Shares issued for stock payable

 

 

43,764

 

 

 

-

 

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

 
8

CROWN EQUITY HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

Nature of Business

Crown Equity Holdings Inc. ("(“Crown Equity"Equity” or the "Company"“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'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.

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

Basis of Preparation

The accompanying consolidated 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 consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the consolidated 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.

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.

9

Table of Contents

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.

9

Accounting Standards not yet Adopted

In June 2016, the FASB issued ASU 2016-13,

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
(ASU (ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 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 consolidated 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 sixthree months or less to be cash and 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 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'scompany’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.

 
10

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.

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.

  
Six Months Ended June 30,
2019
Six Months Ended June 30, 2018
 
  
Third
Party
  
Related
Party
  
Total
  
Third
Party
  
Related
Party
  
Total
 
                   
Advertising $2,000  $50,000  $52,000  $-  $-  $- 
IT Services on Company Server $-  $-  $-  $-  $6,000  $6,000 
Click Based and Impressions Ads $294   -   294  $1,488   -   1,488 
Domain Registrations  11   -   11   12   -   12 
Publishing and Distribution  740   -   740   300   100   400 
Server $-  $-  $-  $886  $-  $886 
  $3,045  $50,000  $53,045  $2,686  $6,100  $8,786 

 

 

 Six Months Ended Jun 30, 2020

Six Months Ended Jun 30, 2019

 

 

 

Third

Party

 

 

Related

Party

 

 

Total

 

 

Third

Party

 

 

Related

Party

 

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising

 

$-

 

 

$-

 

 

$-

 

 

$2,000

 

 

$50,000

 

 

$52,000

 

Click Based and Impressions Ads

 

 

222

 

 

 

-

 

 

 

222

 

 

 

294

 

 

 

-

 

 

 

294

 

Domain Registrations

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11

 

 

 

-

 

 

 

11

 

Publishing and Distribution

 

 

855

 

 

 

-

 

 

 

855

 

 

 

740

 

 

 

-

 

 

 

740

 

Server

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

$1,077

 

 

$-

 

 

$1,077

 

 

$3,045

 

 

$50,000

 

 

$53,045

 

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.v

  
June 30,
  
Dec 31,
 
  
2019
  
2018
 
       
Deferred Revenue $-  $50,000 
releases.

Jun 30,

Jun 30,

2020

2019

Deferred Revenue

$-

$-

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.

11

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 June 30, 20192020 and December 31, 2018.

2019. 

11

Table of Contents

Risk Concentrations

The Company does not hold cash in excess of federally insured limits.

As

During the period ending June 30, 2020, 100% of the Company’s 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. During the period ending June 30, 2019, 98% of the Company’s revenues were received through advertisements, which 96% 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'sEquity’s general and administrative expenses consisted of the following types of expenses during 20192020 and 2018:2019: Compensation expense, payroll expense, rent,auto, travel and entertainment, legal and accounting, utilities, web sites, office expenses, depreciation and other administrative related expenses.

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 20192020 or 2018.

2019.

Basic and Diluted Net (Loss) per Share

  
Six months
June 30, 2019
  
Six months
June 30, 2018
 
Numerator:
      
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc. $(76,806) $(92,745)
Net (Loss) attributable to Crown Equity Holdings, Inc. $(76,806) $(92,745)
         
Denominator:
        
Weighted average common and common equivalent shares outstanding – basic and diluted  11,845,939   11,468,497 
         
Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.:
        
Basic $(0.01) $(0.01)
Diluted $(0.01) $(0.01)

 

 

Six Months

Jun 30,

2020

 

 

Six Months

Jun 30,

2019

 

Numerator:

 

 

 

 

 

 

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

 

$(920,461)

 

$(76,806)

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

 

$(920,461)

 

$(76,806)

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

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

 

 

12,099,562

 

 

 

11,845,939

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Basic

 

$(0.08)

 

$(0.01)

Diluted

 

$(0.08)

 

$(0.01)

 
12

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 periods ended June 30, 20192020 and 2018.2019. The number of potential anti-dilutive shares excluded from the calculation shares for the period ended June 30, 20192020 is 113,377.

14,401,520.

Income Taxes

In December 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, which, among other changes, reduced the federal statutory corporate tax rate from 35% to 21%, effective January 1, 2018. As a result of this change, the Company’s statutory tax rate for fiscal 20182019 and 20192020 will be 21%. 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. As of June 30,2019,30, 2020, and December 31, 2018,2019, the Company has not reflected any amounts as a deferred tax asset due to the uncertainty of future profits to offset any net operating loss.

The Company’s deferred tax assets consisted of the following as of June 30, 20192020 and December 31, 2018:

  
June 30,
2019
  
Dec 31,
2018
 
Net operating loss $407,778  $399,821 
Valuation allowance  (407,778  (369,821)
Net deferred tax asset  -   - 
2019:

 

 

Jun 30,

2020

 

 

Dec 31,

2019

 

Net operating loss

 

$495,975

 

 

$416,916

 

Valuation allowance

 

 

(495,975)

 

 

(416,916)

Net deferred tax asset

 

 

-

 

 

 

-

 

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 June 30, 20192020 and December 31, 2018.

2019.

Fair Value of Financial Instruments

The Company'sCompany’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 consolidated financial statements.

Research and Development

The Company spent no money for research and development cost for the periods ended June 30, 20192020 and December 31, 2018.

2019.

Advertising Cost

The Company spent $0 for advertisement for the periods ended June 30, 20192020 and 2018.

2019.

NOTE 2 – GOING CONCERN

As shown in the accompanying condensed consolidated financial statements, Crown Equity has an accumulated deficit of $11,715,839$12,712,520 since its inception and had a working capital deficit of $258,804,$450,718, negative cash flows from operations and limited business operations as of June 30, 2019.2020. These conditions raise substantial doubt as to Crown Equity'sEquity’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.

13

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.

13

Table of Contents

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 June 30, 20192020 and December 31, 2018:

  
June 30,
2019
  
Dec 31,
2018
 
Computers – 3 year estimated useful life $107,669  $97,684 
Less – Accumulated Depreciation  (62,675)  (47,119)
Property and Equipment, net $44,994  $50,565 
2019:

 

 

Jun 30,

2020

 

 

Dec 31,

2019

 

Computers – 3 year estimated useful life

 

$96,669

 

 

$96,669

 

Less – Accumulated Depreciation

 

 

(83,854)

 

 

(67,787)

Property and Equipment, net

 

$12,815

 

 

$28,882

 

Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was $15,556,$16,067, and $14,447$15,556 for the six months ended June 30, 2020 and 2019, and 2018, respectively.

NOTE 4

– FINANCE LEASES

During 2019, and 2018, the Company borrowed an aggregate $9,985 and $58,047 under the following third-party and related party finance lease transactions:

¨

A $1,505 note from a third party for the lease of fixed assets, bearing interest at 17%, amortized over 36 months with monthly payments of $54. The lease has a bargain purchase option of $1 at the end of the lease term.
¨
A $56,542 note from a third party for the lease of fixed assets, bearing interest at 17%, amortized over 60 months with monthly payments of $1,186. The lease has a bargain purchase option of $1 at the end of the lease term.
¨

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.

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

Assets
 
June 30,
2019
 
Leased equipment under finance lease, $96,669 
less accumulated amortization  (51,675)
Net $44,944 
Liabilities
 
June 30,
2019
 
Obligations under finance lease (current) $23,714 
Obligations under finance lease (noncurrent)  32,905 
Total $56,619 

Assets

 

Jun 30,

2020

 

Leased equipment under finance lease,

 

$96,669

 

less accumulated amortization

 

 

(83,854)

Net

 

$12,815

 

Liabilities

 

Jun 30,

2020

 

Obligations under finance lease (current)

 

$29,778

 

Obligations under finance lease (noncurrent)

 

 

17,408

 

Total

 

$47,186

 

 
14

Below is a reconciliation of leases to the financial statements.

  
Finance
Leases
 
Leased asset balance $44,944 
Liability balance  56,619 
Cash flow (operating)   
Cash flow (financing)  6,649 
Interest expense $1,144 

 

 

Finance

Leases

 

Leased asset balance

 

$12,815

 

Liability balance

 

 

47,186

 

Cash flow (operating)

 

 

-

 

Cash flow (financing)

 

 

-

 

Interest expense

 

$2,101

 

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

Years ended December 31
 
Finance Leases
 
    
2019 *
  10,433 
2020
  27,974 
2021
  15,938 
2022
  11,860 
Thereafter
  - 
Total
  66,205 
Less: Imputed Interest
  (9,586)
 
Total Liability
 
56,619
 
*Excludes six months ended June 30, 2019

Years ended December 31

Finance Leases

2020

28,585

2021

15,726

2022

11,860

Thereafter

-

Total

56,171

Less: Imputed Interest

(4,825)

Total Liability

51,346

Other information related to leases is as follows:

Lease Type

Weighted Average Remaining Term

Weighted Average Discount Rate (1)

Finance Leases

2.25

1.76 years

16%

Based on average interest rate of 16%, average term remainremaining (months) 27.3321.19 Average term remain (years) 2.28

1.76.

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

15

Table of Contents

NOTE 5 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES

During fiscal year ended 2018, third party convertible note payables of $8,531 were not settled for cash or through the issuance of common stock shares. During the six-month period of June 30, 2019, third party convertible note payables of $8,531 and related party notes of $48,155 and accrued interest of $209 were converted at $0.50 per share.

As of June 30, 2019,2020, and December 31, 2018,2019, the Company had unamortized discount of $0 and $38,920$0 respectively.

15

The Company analyzed the below convertible notes for derivatives noting none.

  
Original
 
Due
 
Interest
  
Conversion
  
Dec 31,
 
Name
 
Note Date
 
Date
 
Rate
  
Rate
  
2018
 
              
Related Party:
             
Mike Zaman 11/30/2017 11/30/2018  12% $0.50   778 
Mike Zaman 01/19/2018 01/19/2019  12% $0.50   450 
Montse Zaman 06/07/2018 06/07/2019  12% $0.50   293 
Total Convertible Related Party Notes Payable              1,521 
Less: Debt Discount              - 
Convertible Notes Payable, net of Discount - Related Party              1,521 
OCHC, LLC

 

 

Original

 

Due

 

Interest

 

 

Conversion

 

 

Jun 30,

 

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%

 

$-

 

 

 

4,300

 

Montse Zaman

 

04/28/2020

 

04/28/2021

 

 

12%

 

$-

 

 

 

4,000

 

Montse Zaman

 

05/22/2020

 

05/22/2021

 

 

12%

 

$-

 

 

 

1,500

 

Total Convertible Related Party Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,800

 

Less: Debt Discount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Convertible Notes Payable, net of Discount - Related Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party Convertible Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Willy A. Saint-Hilaire

 

02/27/2020

 

02/27/2021

 

 

12%

 

$-

 

 

 

14,500

 

Willy A. Saint-Hilaire

 

03/08/2020

 

03/08/2021

 

 

12%

 

$-

 

 

 

1,581

 

Willy A. Saint-Hilaire

 

03/24/2020

 

03/24/2021

 

 

12%

 

$-

 

 

 

500

 

Willy A. Saint-Hilaire

 

03/24/2020

 

03/24/2021

 

 

12%

 

$-

 

 

 

400

 

Willy A. Saint-Hilaire

 

03/24/2020

 

03/24/2021

 

 

12%

 

$-

 

 

 

652

 

Total Convertible Third Party Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,633

 

Less: Debt Discount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 Convertible Notes Payable, net of Discount - Third Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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 June 30, 2020.

16

Table of Contents

Montse Zaman

On August 11, 2018, October 2, 2018, October 24, 2018, November 16, 2018 and December 4, 2018,March 27, 2020, the Company entered into a convertible promissory notes fornote with OCHC, LLC for loans in the amounts of $631 each of the mentioned dates. The notes carry interest at 12% per annum. The holder has the right to convert principal of the notes and accrued interest into Common shares at a rate of $0.50 per share or receive cash. At the time of the issuance of these notes, the conversion price was less than the trading price of the stock. The total amount of these notes and the accrued interest were converted as of the six-month period ending June 30, 2019 with the balance of $0 owed.

Munti Consulting, LLC
On October 3, 2018 and December 19, 2018, the Company entered into convertible promissory notes for with Munti Consulting, LLC for loans in the amounts of $35,000 and 10,000. The notes carry interest at 10% per annum. The holder has the right to convert principal of the notes and accrued interest into Common shares at a rate of $0.50 per share or receive cash. At the time of the issuance of these notes, the conversion price was less than the trading price of the stock. The total amount of these notes and the accrued interest were converted as of the six-month period ending June 30, 2019 with the balance of $0 owed.
MikeMontse Zaman
On November 30, 2017 and January 19, 2018 the Company entered into convertible promissory notes with Mike Zaman for loans in the amount of $1,000 and $450, respectively.$5,000. The balance on the $1,000 note was $778 on June 30, 2019. The notes carrycarries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares atshares. On June 24, 2020, the Company made a rate of $0.50 per share or receive cash. At the time of the issuance of these notes, the conversion price was less than the trading price of the stock. $2,250 of the notes were paid and none of the remaining notes were converted as$700 principal reduction payment. As of June 30, 2019 and had a2020, the balance of $1,228 at June 30, 2019.
Montse Zaman
on this note was $4,300.

On June 7, 2018,April 28, 2020, the Company entered into a convertible promissory note with Montse Zaman for loan in the amount of $760.$4,000. The balance on the note is $293.The notes carrycarries interest at 12% per annum. The holder has the right to convert principal of the notesnote and accrued interest into Common sharesshares.

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 a rate of $0.5012% per share or receive cash. Atannum. The holder has the timeright to convert principal of the issuancenote and accrued interest into Common shares.

Willy Ariel Saint-Hilaire

On February 27, 2020, the Company entered into a promissory note with Willy Ariel Saint-Hilaire in the amount of these notes,$14,500. The note carries interest at 12% per annum.

On March 8, 2020, the conversion price was less thanCompany entered into a promissory note with Willy Ariel Saint--Hilaire in the trading priceamounts of the stock.$1,581. The notes mature on June 7, 2019carry interest at 12% per annum.

On March 24, 2020, the Company entered into promissory notes with Willy Ariel Saint-Hilaire in the amounts of $500, $400, and have not been fully paid or converted as of June 30, 2019 and had a balance of $293$652. The notes carry interest at June 30, 2019.

16
12% per annum.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

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

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

The Company reevaluates their obligationentered 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 endexercise price of each quarter$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 determines if they will continue payingExchange Commission after the lease on a month to month basis. The paymentissuance of this leaseWarrant.

17

Table of Contents

On March 13, 2020, BBCKQK Trust Kevin Wiltz was terminated in February 2020.

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.

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, Malcom 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 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.

18

Table of Contents

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.

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.

19

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

 

 

1,000,000

 

 

$.060

 

 

$0.000025

 

 

$25.00

 

03/13/2020

 

BBCKQK Trust Kevin Wiltz

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

03/13/2020

 

Willy Ariel Saint-Hilaire

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

04/01/2020

 

Addicted 2 Marketing LLC

 

 

100,000

 

 

$0.60

 

 

$0.000025

 

 

$2.50

 

04/28/2020

 

Shahram Khial

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

05/04/2020

 

Arnulfo Saucedo-Bardan

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

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

 

Sadeh Salmassi

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Glen Rineer

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Barry Cohen

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Malcom Ziman

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Brett Matus

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Brian Colvin

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

05/08/2020

 

Jacob Colvin

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/11/2020

 

Mohammad Sadrolashrafi

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

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

 

05/19/2020

 

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

 

05/27/2020

 

James Bobrik

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/28/2020

 

Richard R Shehane

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/29/2020

 

Ybelka Saint-Hilaire

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

06/03/2020

 

Jeffrey 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 Gewerter

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

06/19/2020

 

Elvis E Saint-Hilaire

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

06/30/2020

 

Chris Knudsen

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

 

 

Total:

 

 

11,400,000

 

 

 

 

 

 

 

 

 

 

$285.00

 

Related Party:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

06/09/2020

 

Kenneth Cornell Boskett

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

 

 

Total Related Party:

 

 

3,000,000

 

 

 

 

 

 

 

 

 

 

$75.00

 

20

Table of Contents

NOTE 7 – 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.

OCHC LLC total notes payable of $3,155 was converted to restricted shares of common stock during March of 2019 at a rate of $0.50 per share, as stated within the terms of the agreement.

On January 8, 2019, Mr. Cantor resigned. On December 18, 2019, his 300,000 restricted shares of common stock were returned to the Company.

As of June 30, 2019, the company recognized $50,000 of related party revenue for nine months of Advertising services for client during July 1, 2018 through April 1, 2019.
As of June 30, 2019,13, 2020, the Company had apaid the remaining payable balance due to Mike Zaman of $293 to Montse Zaman, director$760 for expenses paid on behalf of the Company. The holder has

During the rightperiod ended March 31, 2020, the Company recorded the forgiveness of $7,200 accounts payable rent balance due to convert principal of the note and accrued interest into Common sharesMike Zaman.

On May 1, 2020, Mike Zaman was issued a warrant at a rateprice of $0.50$0.000025 per share or receive cash. At($25.00 total) to purchase 1,000,000 shares of common stock at the time of the issuance of payables, the conversion price was less than the tradingexercise price of the stock. The Company recorded$0.60 per share.

On May 1, 2020, Montse Zaman was issued a discount for the beneficial conversion feature of the notes, which has been amortized over the life of the note using the straight-line method.

As of June 30, 2019, the Company had a payable of $1,228 to Mike Zaman, director for expenses paid on behalf of the Company. The holder has the right to convert principal of the note and accrued interest into Common shareswarrant at a rateprice of $0.50$0.000025 per share or receive cash. At($25.00 total) to purchase 1,000,000 shares of common stock at the time of the issuance of payables, the conversion price was less than the tradingexercise 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 stock. The Company recorded a discount for the beneficial conversion featureexercise price of the notes, which has been amortized over the life of the note using the straight-line method.

As of June 30, 2019, Mike Zaman has forgiven the Company $9,282 of interest owed in reference to his notes.
$0.60 per share.

The Company is periodically advanced operating funds from related parties with convertible notes payable. During the six months ended June 30, 2019, there were no2020, total convertible notes from related parties.parties was $9,800. The Company is also periodically advanced funds to cover account payables by direct payment of the account payables from related parties.

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 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.

As of June 30, 2019,2020, the Company has a balance of $70,660$239,144 of accounts and accrued expenses payable with related parties.

NOTE 8 – STOCK HOLDERS’ DEFICIT

Common Stock

The shares for cash proceeds were sold at the price of fifty cents $0.50 per share on the date of grant. Shares issued for notes were converted into shares of Common Stock at a conversion rate of fifty cents ($.50) per share per dollar ($1.00) owed. $12,504 common shares for services were committed to Vinoth Sambandam for issuance, and is reflected in the stockholders’ equity section as Common Stock Payable
17

During the six months ending June 30, 2019,2020, the Company issued the following:

¨

16,000

60,000 common shares for cash proceeds of $7,960.$30,000.

¨

common

140,083 shares issued for settlement of stock payable of $20,000due to Vinoth Sambandan for balance owed for cash proceeds.through December 31, 2019

204,933 shares issued for settlement of accounts payable due to Vinoth Sambandan for balance owed through December 31, 2019

160,000 shares issued to Steven Cantor to settle compensation dispute.

4,500 shares issued to third parties for services rendered.

14,588 shares issued to Vinoth Sambandan for stock payable for 1st and 2nd quarter.

74,000 shares issued to third parties for settlement of Accounts Payable.

On February 13, 2020, the Company granted non-qualified stock options to purchase up to 1,000,000 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.

 
21
¨

113,377 shares issued for conversionTable of $56,895 in notes. The notes were converted in accordance with the terms of the note and the Company recorded no gain or loss on the conversions.Contents

On March 13, 2020, the Company granted non-qualified stock options to purchase up to 2,000,000 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.

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 June 30, 2019.

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 June 30, 2019,2020, the Company has 1,000 shares of Series A Preferred Stock outstanding

outstanding.

NOTE 9 – 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 2019.

2020.

The Company'sCompany’s deferred tax assets consisted of the following as of June 30, 20192020 and December 31, 2018:

  
2019
  
2018
 
Net operating loss $407,778  $399,821 
Valuation allowance  (407,778)  (399,821)
Net deferred tax asset $-  $- 
2019:

 

 

2020

 

 

2019

 

Net operating loss

 

$495,975

 

 

$416,916

 

Valuation allowance

 

 

(495,975)

 

 

(416,916)

Net deferred tax asset

 

$-

 

 

$-

 

As of June 30, 2019,2020, and December 31, 2018,2019, the Company'sCompany’s accumulated net operating loss carry forward was approximately $1,941,798$2,361,786 and $1,903,911$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%.

2014 Federal income tax returns have not been examined and reported upon by the Internal Revenue Service; returns of the years since 2014 are still open.

 
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NOTE 10 – SUBSEQUENT EVENTS

Subsequent June 30, 2019, the company cancelled 300,000 shares and

On July 1, 2020, Theresa Kitt was issued an additional 154,000a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock subsequentat 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 June 30, 2019, as follows:

154,000purchase 200,000 shares of common stock at the exercise price of $0.60 per share.

On July 3, 2020, Jonathan Dawson purchased 3,000 shares of common stock at $0.50 per share at the purchase price of $1,500.

On July 3, 2020, Lloyd Check III purchased 4,000 shares of common stock at $0.50 per share at the purchase price of $2,000.

On July 3, 2020, Glen Rineer purchased 8,000 shares of common stock at $0.50 per share at the purchase price of $4,000.

On July 3, 2020, Hayden Dawson purchased 2,000 shares of common stock at $0.50 per share at the purchase of $2,000.

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 paid $800 to Montse Zaman to reduce principal balance on Notes payable – related party.

On July 31, 2020, Wysh Investments LLC purchased 20,000 shares of common stock at $0.50 per share at the purchase price of $10,000.

On July 31, 2020, Willy A Saint-Hilaire agreed to the conversion of $17,633 of notes payable plus interest of $859 to common stock. Total shares of common stock issued for cash proceeds of $77,000 at the price of $0.50 per share on the date of grant.

Sales of Company stock subsequent to June 30, 2019 are as follows:
On July 1, 2019, August 1, 2019 and September 3, 2019, Munti Consulting, LLC paid $10,000 respectively for a total purchase price of $30,000 for 60,000 shares of Company stock. During April and May of 2019 Muni Consulting paid $10,000 respectively for 40,000 shares of stock that was payable as of June 30, 2019.The shares have been issued subsequent to June 30, 2019. Therefore, a total amount of 100,000 common shares were issued in September of 2019 for the total amount of cash paid.
On December 18, 2019, the company received 300,000 shares for cancelation from Steven Cantor, which was sent to transfer agent for cancellation January 3, 2020.
On November 26, 2019, Richard LeAndro paid $2,000 for 4,000 shares of the Company and Willy Ariel Saint-Hilaire paid $5,000 for 10,000 shares.
On January 3, 2020 Willey Ariel Saint-Halaire purchased 40,000 shares of Company stock for $20,000.
On January 27, 2020, the Company re-acquired from AVOT the online business iB2BGlobal.com and since company had not received the shares promised during the original sale.
On February 7, 2020, the Company agreed to issue 345,016 shares to Vinoth Sambandam for settlement of debt owed for services rendered through December 31, 2019. Actual shares have not been issued by Transfer Agent as of filing date.
36,984.

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

 
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSISvANALYSIS

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the notes thereto, set forth in Item 8. “Financial Statements” as set forth in our Annual Report on Form 10-K for the year ended December 31, 2018,2019, and the Condensed Consolidated Financial Statements and notes thereto included in Part I of this Quarterly Report on Form 10-Q. The following discussion may contain forward looking statements. For additional information, see “Disclosure Regarding Forward Looking Statements” in Part I of this Quarterly Report on Form 10-Q.

OVERVIEW

Crown Equity Holdings Inc. (“Crown Equity”) was incorporated in August 1995 in Nevada. The Company is offering its services to 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 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 (“VoIP”) services to clients at a competitive price and Crown Direct, Inc. was formed to provide direct sales to customers. Both entities had minimum sales during the quarter.

In March, 2011, the Company formed a wholly owned subsidiary CRWE Real Estate, Inc. as a subsidiary to engage in potential real estate holdings. The entity had minimal activity during the quarter.

The Company has 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

Crown Equity’s office is located at 11226 Pentland Downs Street, Las Vegas, NV 89141.

As of June 30, 2019,2020 Crown Equity had no paidhas 4 employees and was utilizing the services of onethree independent contractorcontractors and the following threefour officers, Mike Zaman, Kenneth Bosket, Arnulfo Saucedo-BardanMontse Zaman and Mike Zaman.

Vinoth Sambandam. 

RESULTS OF OPERATIONS

Three months Endedended June 30, 20192020 Compared to the Three months Endedended June 30, 2018

2019

For the three months ended June 30, 2019,2020, revenues were $52,363$500 and $2,990$52,363 for the same period in 2018.

The increase in revenues was due to a related party client that we provided Company’s advertisement services to.
2019.

 
2024

Operating expenses were $41,330

Revenues for the three months ended June 30, 2020 was significantly lower compared to the same period in 2019 primarily due to advertising income from related parties earned in the same period in 2019.

Operating expenses were $321,069 for the three months ended June 30,2020 and $53,597$41,330 for the same period in 2018 for a decrease of $12,2672019. Increase in operating expenses was primarily due to decrease in web site development expenses increase officer compensation ($82,100), managerial services ($120,000) and administrative services ($60,000).

Other expenses for the three month period ended June 30, 20192020 were $30,410$118,354 and $6,881$30,410 for the same quarter in 2018.2019. The increase in other expenses was due to interest expense being $672 higher and the $26,602recording of amortization of the beneficial conversion feature related for the convertible notesloss on shares issued for which there was $3,745 in 2018.

to settle accounts payable.

Interest expense for the three months ended June 30, 2020 and 2019 was $3,007 and 2018 was $3,808, and $3,136, respectively.

Six months Endedended June 30, 20192020 Compared to the Six months Endedended June 30, 2018

2019

For the six months ended June 30, 2019,2020, revenues were $53,045$1,077 and $8,786$53,045 for the same period in 2018.

The increase in revenues was due to a related party client that we provided advertisement services for over a period of 9 months from July 1, 2018 through April 1, 2019.
Operating expenses were $82,284 Revenues for the six months ended June 30, 2019 and $88,827 for2020 was significantly lower compared to the same period in 2018 for a decrease of $6,5432019 primarily due to less noncash compensation expense. Other expenses for the six months period ended June 30, 2019 were $47,567 and of $12,704 foradvertising income from related parties earned in the same quarterperiod in 2018. The increase was due to interest expense being $2,888 higher and the $38,920 of amortization of the beneficial conversion feature related for the convertible notes issued for which there was $6,945 in 2018.
Interest expense2019.

Operating expenses were $371,420 for the six months ended June 30,2020 and $29,239 for the same period in 2019. Increase in operating expenses was primarily due to increase officer compensation, managerial services, accounting services, IT services and administrative services.

Other expenses for the six month period ended June 30, 2020 were $542,334 and $38,920 for the same period in 2019. The increase in other expenses was primarily due to the recording of loss on shares issued to settle accounts payable.

Interest expense for six months ended June 30, 2020 and 2019 was $6,707 and 2018 was $8,647, and $5,759, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2019,2020, Crown Equity had current assets of $3,499$5,035 and current liabilities of $307,297$455,753 resulting in working capital deficit of $303,798.$450,718. Net cash used by operating activities for the six months ended June 30, 20192020 was $28,896$29,891 compared to net cash used of $17,912$28,896 for the same period in 2018. The increase in operating cash used resulted from a net loss of approximately $76,806, offset mainly by non-cash compensation of $20,202, and amortization of a beneficial conversion feature of $38,920 in the current period.

2019.

Net cash used in investing activities was zero for the six months ended June 30, 20192020 and 2018.

2019.

Net cash provided by financing activities during the six months ended June 30, 20192020 was $19,087$33,929 compared to net cash provided of $16,365$19,087 for the same period in 2018.2019. For the six months ended June 30, 2019,2020, we paid $2,250 onborrowed $10,500 from related party notes payableparties, and $0 on third party notes payable.received a loan from the Small Business Administration for $4,000. We also sold $28,00060,000 shares of common stock for cash.

$30,000.

Our existing capital may not be sufficient to meet Crown Equity’s cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. This condition raises 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.

 
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ITEM 3: QUANTITATIVEQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 12b-2 of the securities exchange act of 1934 (the “exchange act”) and are not requires to provide information required under this Item.

ITEM 4: CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the “Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of material weaknesses in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weaknesses relate to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO and CFO also do not possess accounting expertise and our company does not have an audit committee. These material weaknesses are due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 
2226

PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS.

For information regarding legal proceedings, see Note 7, “Commitments and Contingencies – Legal Matters” in the Notes to our Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

ITEM 1A: RISK FACTORS.

There have been no material changes to Crown Equity’s risk factors as previously disclosed in our most recent 10-K filing for the year ended December 31, 2018.

2019.

ITEM 2: SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the six months ended June 30, 2019,2020, Crown Equity 129,377658,104 issued shares for cash, services, settlement of AP and notes.

board member’s compensation, and common stock subscribed for services.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4: MINE SAFETY INFORMATION.

None

ITEM 5: OTHER INFORMATION.

None

 
2327

ITEM 6: EXHIBITS

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

____________

**

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.

 
2428

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

CROWN EQUITY HOLDINGS INC.

Date: March 5,August 11, 2020

By:

/s/ Mike Zaman

Mike Zaman, CEO

By:

/s/ Kenneth Bosket

Kenneth Bosket, CFO

 
2529