~~UNITED STATES~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended~~March 31,~~ September 30, 2020

☐	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 ☒

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 accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to 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 ☒ No ☐

As of ~~July 14,~~November 19, 2020, the number of shares outstanding of the registrant’s class of common stock was ~~12,202,260.~~12,901,753.

TABLE OF CONTENTS

		Page
PART I: FINANCIAL INFORMATION		3

Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2020 (Unaudited) and December 31, 2019 (Audited)	4
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (Unaudited)	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three and Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2020 and 2019 (Unaudited)	78
	Notes to Condensed Consolidated Financial Statements (Unaudited)	89

Item 2.	Management’s Discussion and Analysis and Plan of Operation	2024

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2125

Item 4T.	Controls and Procedures	2125

PART II: OTHER INFORMATION		2226

Item 1.	Legal Proceedings	2226

Item 1A.	Risk Factors	2226

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2226

Item 3.	Defaults upon Senior Securities	2226

Item 4.	Mine Safety Information	2226

Item 5.	Other Information	2226

Item 6.	Exhibits	2327

Signatures		2428

Table of Contents

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, 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 our controlling 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.

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~~Crown Equity Holdings Inc.~~CROWN EQUITY HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

									Sep 30, 2020			Dec 31, 2019
		Mar 31, 2020			Dec 31, 2019				(Unaudited)
		(Unaudited)
Assets	Assets							Assets
Current assets
Cash		$	3,260		$	997			$	19,364		$	997
Brokerage Account									$	167,389		$	-
Total Current Assets			3,260			997				186,753			997

Property and Equipment, net			20,849			28,882				4,780			28,882
Total Assets		$	24,109		$	29,879			$	191,533		$	29,879

Liabilities and Stockholders’ Deficit	Liabilities and Stockholders’ Deficit							Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses		$	201,163		$	210,223			$	143,227		$	210,223
Accounts payable and accrued expenses to related party			22,892			80,664				343,296			80,664
Convertible notes payable to related parties, net of discount			5,000			760				6,000			760
Convertible notes payable, net of discount			17,633			-
Deferred Revenue – related party										15,583			-
Finance lease obligation, current			31,047			30,681				28,393			30,681
Total Current Liabilities		$	277,735		$	322,328			$	536,499		$	322,328

Non-Current liabilities
Long-term debt			20,299			25,976
Finance lease obligation, non-current										14,505			25,976
EIDL Loan										4,000			-
Total Liabilities		$	298,034			348,304			$	555,004		$	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				1			1
Common Stock, 450,000,000 authorized at $0.001 par value; 12,160,118 and 11,766,766 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively			12,159			11,766
Common Stock, 450,000,000 authorized at $0.001 par value; 12,898,753 and 11,766,766 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively										12,899			11,766
Stock Payable			1,500			43,764				750			43,764
Additional paid-in capital			11,986,012			11,418,103				12,503,340			11,418,103
Accumulated deficit			(12,273,597	)		(11,792,059	)			(12,880,461	)		(11,792,059	)

Total stockholders’ deficit			(273,925	)		(318,425	)			(363,471	)		(318,425	)
Total liabilities and stockholders’ deficit		$	24,109		$	29,879			$	191,533		$	29,879

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

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~~Crown Equity Holdings, Inc.~~CROWN EQUITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						Sep 30,						Sep 30,
	2020			2019			2020			2019			2020			2019

Revenue	$	577		$	682		$	210		$	419		$	1,287		$	3,464
Revenue – related party		-			-			1,667			-			1,667			50,000
Total Revenue		577			682			1,877			419			2,954			53,464

Operating expenses
Depreciation		8,033			7,501			8,035			8,056			24,102			23,612
General and Administrative		43,395			33,453			137,008			41,973			493,438			108,701
Total Operating Expenses		51,428			40,954			145,043			50,029			517,540			132,313

Net Operating Income (Loss)		(50,851	)		(40,272	)		(143,166	)		(49,610	)		(514,586	)		(78,849	)

Other (expense)
Interest expense		(3,700	)		(4,839	)		(5,164	)		(3,644	)		(11,871	)		(12,291	)
Investment expense								(17,000	)		-			(17,000	)		-
Amortization of beneficial conversion feature		-			(12,318	)		-			-			-			(38,920	)
Loss on Stock Held								(2,611	)		-			(2,611	)		-
Loss on AP Settlement – related party		(426,987	)		-			-			-			(542,334	)		-
Total other expense		(430,687	)		(17,157	)

Total other (expense)								(24,775	)		(3,644	)		(573,816	)		(51,211	)
Net (loss)	$	(481,538	)		(57,429	)	$	(167,941	)	$	(53,254	)	$	(1,088,402	)	$	(130,060	)

Net (loss) per common share – basic and diluted	$	(0.04	)		(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.09	)	$	(0.01	)

Weighted average number of common shares outstanding - basic and diluted		12,006,830			11,830,192			12,606,731			11,973,418			12,269,852			11,909,339

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

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CROWN EQUITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

For the Three Months Ended ~~March 31,~~September 30, 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

-

-

40,000

40

-

19,960

-

20,000

Common Stock Subscribed for services – related party

-

-

148,419

148

(42,264 )

49,868

-

7,752

Settlement of AP – related party

-

-

204,933

205

-

63,819

-

64,024

Warrant Subscriptions

-

-

-

-

-

75

-

75

Loss on AP Settlement – related party

-

-

-

-

-

426,987

-

426,987

Forgiveness of AP by CEO

-

-

-

-

-

7,200

-

7,200

Net loss

-

-

-

-

-

-

(481,538 )

(481,538 )
Balances at March 31, 2020

1,000

$ 1

12,160,118

$ 12,159

$ 1,500

$ 11,986,012

$ (12,273,597 )

$ (273,925 )

	Preferred Stock				Common Stock				Common Stock		Additional Paid-In		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Payable		Capital		Deficit			(Deficit)

Balances at June 30, 2020		1,000	$	1		12,424,870	$	12,423	$	-	$	12,240,785	$	(12,712,520	)	$	(459,311	)
Common Stock issued for cash		-		-		412,000	$	412	$	-	$	213,088	$	-		$	213,500
Common Stock for services – Third Party		-		-		334	$	1	$	750	$	1,499		-		$	2,250
Common Stock for services – Related Party		-		-		1,390	$	1	$	-	$	6,251	$	-		$	6,252
Warrant Subscriptions		-		-		-	$	-	$	-	$	112	$	-		$	112
Debt Conversion		-		-		36,984	$	37	$	-	$	18,455	$	-		$	18,492
Shares for prepayment of interest on NP-Related Party		-		-		23,175	$	25	$	-	$	23,150	$	-		$	23,175
Net loss		-		-		-		-		-		-		(167,941	)		(167,941	)
Balances at September 30, 2020		1,000	$	1		12,898,753	$	12,899	$	750	$	12,503,340	$	(12,880,461	)	$	(363,471	)

For the ~~Three~~Nine Months Ended ~~March 31, 2019~~September 30, 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, 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

-

-

23,377

23

-

13,176

-

13,199

Common stock issued for cash

-

-

10,000

10

-

4,990

-

5,000

Common Stock Subscribed for services

-

-

-

-

6,252

-

-

6,252

Forgiveness of Interest – Related Party

-

-

-

-

-

9,282

-

9,282

Compensation Expense

-

-

-

-

-

7,698

-

7,698

Net loss

-

-

-

-

-

-

(57,429 )

(57,429 )
Balances at March 31, 2019

1,000

$ 1

11,856,766

$ 11,856

$ 25,008

$ 11,314,357

$ (11,696,462 )

$ (345,240 )

	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		-		-		472,000	$	472	$	-		$	243,028	$	-		$	243,500
Common Stock for services – Third Party		-		-		4,834		4	$	750		$	5,995		-		$	6,749
Common Stock for services – related party		-		-		156,061	$	156	$	(43,764	)	$	62,365	$	-		$	18,757
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		-		-		-	$	-	$	-		$	472	$	-		$	472
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
Debt Converstion		-		-		36,984	$	37	$	-		$$18,455		$	-		$	18,492
Shares for prepayment of interest on NP-Related Party		-		-		23,175	$	25	$	-		$	23,150		-		$	23,175
Net loss		-		-		-		-		-			-		(1,088,402	)		(1,088,402	)
Balances at September 30, 2020		1,000	$	1		12,898,753	$	12,899	$	750		$	12,503,340	$	(12,880,461	)	$	(363,471	)

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

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~~CROWN EQUITY HOLDINGS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~For the Three Months Ended September 30, 2019

Three months Ended

March 31,

2020

2019

Cash flows from operating activities

Net loss

$ (481,538 )

$ (57,429 )
Adjustments to reconcile net loss to net cash used in operating activities:

Common stock issued for services

7,752

13,950

Depreciation

8,033

7,501

Loss on AP Settlement

426,987

-

Amortization of beneficial conversion feature

-

12,318

Changes in operating assets and liabilities:

Deferred revenue

-

-

Accounts payable and accrued expenses – related party

(57,772 )

5,252

Accounts payable and accrued expenses

79,797

5,708

Net cash (used in) operating activities

(16,741 )

(12,700 )

Cash used in financing activities

-

-

Cash flows from financing activities

Payments on convertible notes payable, related party

(760 )

(1,300 )
Borrowings from convertible notes payable, related party

5,000

-

Proceeds from Sale of Stock

20,000

5,000

Principal payments on debt

(5,311 )

(2,714 )
Warrant subscriptions

75

-

Net cash provided by financing activities

19,004

986

Net increase (decrease) in cash

2,263

(11,714 )
Cash, beginning of period

997

13,294

Cash, end of period

$ 3,260

$ 1,580

Supplemental disclosure of cash flow information

Interest paid

$ 3,700

$ 2,022

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

-

13,199

Convertible debt for payment of AP

17,633

-

RP-AP Converted into common stock

64,024

-

Shares issued for stock payable

43,764

-

	Preferred Stock				Common Stock				Common Stock			Additional Paid-In		Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Payable			Capital		Deficit			(Deficit)

Balances at June 30, 2019		1,000	$	1		11,952,766	$	11,952	$	51,260		$	11,360,917	$	(11,715,839	)	$	(291,709	)
Common stock issued for cash		-		-		100,000	$	100	$	(20,000	)	$	49,900	$	-		$	30,000
Common Stock Subscribed for services		-		-		-	$	-	$	6,252		$	-	$	-		$	6,252
Net loss		-		-		-		-		-			-		(53,254	)		(53,254	)
Balances at Sept 30, 2019		1,000	$	1		12,052,766	$	12,052	$	37,512		$	11,410,817	$	(11,769,093	)	$	(308,711	)

For the Nine Months Ended September 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		-		-		116,000	$	116	$	-	$	87,844	$	-		$	57,960
Common Stock Subscribed for services		-		-		-	$	-	$	18,756	$	-	$	-		$	18,756
Forgiveness of Interest – Related Party		-		-		-	$	-	$	-	$	9,282	$	-		$	9,282
Compensation Expense		-		-		-	$	-	$	-	$	7,698	$	-		$	7,698
Net loss		-		-		-		-		-		-		(130,060	)		(130,060	)
Balances at Sept 30, 2019		1,000	$	1		12,052,766	$	12,052	$	37,512	$	11,410,817	$	(11,769,093	)	$	(308,711	)

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

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CROWN EQUITY HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months Ended
	September 30,
	2020			2019
Cash flows from operating activities
Net loss	$	(1,088,402	)	$	(130,060	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services		24,756			26,454
Common stock issued for Settlement of Board Member Compensation		80,000			-
Depreciation		24,102			23,612
Loss on brokerage account		2,611			-
Loss on investment		17,000			-
Loss on AP settlement		543,987			-
Amortization of beneficial conversion feature		-			38,920
Changes in operating assets and liabilities:
Deferred revenue – related party		(1,417	)		(50,000	)
Accounts payable and accrued expenses – related party		262,632			26,430
Accounts payable and accrued expenses		59,720			14,329
Net cash (used in) operating activities		(75,011	)		(50,315	)

Cash used in investing activities
Cash paid to brokerage account		(170,000	)		-
Net cash (used in) investing activities		(170,000	)		-

Cash flows from financing activities
Payments on convertible notes payable, related party		(5,260	)		(3,011	)
Borrowings from convertible notes payable, related party		33,675			-
Proceeds from Sale of Stock		243,500			57,960
Proceeds from EIDL loan		4,000			-
Principal payments on debt		(13,759	)		(10,604	)
Warrant Subscriptions		472			-
Shares subscribed for cash		750			-
Net cash provided by financing activities		263,378			44,345

Net increase (decrease) in cash		18,367			(5,970	)
Cash, beginning of period		997			13,294
Cash, end of period	$	19,364		$	7,324

Supplemental disclosure of cash flow information
Interest paid	$	11,871		$	7,905
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		18,489			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			-
Stock for related party deferred revenue		17,000			-
Stock issued for prepayment of interest on debt – related party		23,175			-

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

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

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

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.

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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.

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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 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 financial statements.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, long-lived asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.

Cash and Cash Equivalents

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

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'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.

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	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.

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.

	Three Months Ended Mar 31, 2020						Three Months Ended Mar 31, 2019						Nine Months Ended Sep 30, 2020								Nine Months Ended Sep 30, 2019
	Third Party		Related Party		Total		Third Party		Related Party		Total		Third Party		Related Party		Total		Third Party		Related Party		Total

IT Services on Company Server	$	-	$	-	$	-	$	-	$	-	$	-
Advertising													$	-	$	1,275	$	1,275	$	2,000	$	50,000	$	52,000
Click Based and Impressions Ads		222		-		222		122		-		122		332		-		332		614		-		614
Domain Registrations		-		-		-		10		-		10		-		-		-		10		-		10
Publishing and Distribution		355		-		355		550		-		550		955		392		1,347		840		-		840
Server		-		-		-		-		-		-		-		-		-		-		-		-
	$	577	$	-	$	577	$	682	$	-	$	682	$	1,287	$	1,667	$	2,954	$	3,464	$	50,000	$	53,464

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.

Mar 31,

Mar 31,

2020

2019

Deferred Revenue

$ -

$ 50,000

	Sep 30,		Sep 30,
	2020		2019

Deferred Revenue	$	15,583	$	-

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.

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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 ~~March 31,~~September 30, 2020 and December 31, 2019.

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Risk Concentrations

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

During the period ending ~~March 31,~~September 30, 2020, ~~and 2019, 100%~~11% 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 46% for press releases, ~~and~~ article publishing and distribution by the Company and 43% of the Company’s revenues being received through advertisements, which 100% of the advertisement revenue was received through a related party by the Company.

General and Administrative Expenses

Crown Equity's general and administrative expenses consisted of the following types of expenses during 2020 and 2019: Compensation expense, 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 2020 or 2019.

Basic and Diluted Net (Loss) per Share

	Three Months Mar 31, 2020			Three Months Mar 31, 2019			Three Months Sep 30, 2020			Three Months Sep 30, 2019
Numerator:
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc.	$	(481,538	)	$	(57,429	)	$	(167,941	)	$	(53,254	)
Net (Loss) attributable to Crown Equity Holdings, Inc.	$	(481,538	)	$	(57,429	)	$	(167,941	)	$	(53,254	)

Denominator:
Weighted average common and common equivalent shares outstanding – basic and diluted		12,006,830			11,830,192			12,606,731			11,973,418

Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.:
Basic	$	(0.04	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Diluted	$	(0.04	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

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	Nine Months Sep 30, 2020			Nine Months Sep 30, 2019
Numerator:
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc.	$	(1,088,402	)	$	(130,060	)
Net (Loss) attributable to Crown Equity Holdings, Inc.	$	(1,088,402	)	$	(130,060	)

Denominator:
Weighted average common and common equivalent shares outstanding – basic and diluted		12,269,852			11,909,339

Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.:
Basic	$	(0.09	)	$	(0.01	)
Diluted	$	(0.09	)	$	(0.01	)

When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the periods ended ~~March 31,~~September 30, 2020 and 2019. The number of potential anti-dilutive shares excluded from the calculation shares for the period ended ~~March 31,~~September 30, 2020 is ~~3,001,520.~~18,900,000.

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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 2019 and 2020 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 ~~March 31,~~September 30, 2020, and December 31, 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 ~~March 31,~~September 30, 2020 and December 31, 2019:

	Mar 31, 2020			Dec 31, 2019			Sep 30, 2020			Dec 31, 2019
Net operating loss	$	426,743		$	416,916		$	531,243		$	416,916
Valuation allowance		( 426,743	)		(416,916	)		(531,243	)		(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 ~~March 31,~~September 30, 2020 and December 31, 2019.

Fair Value of Financial Instruments

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

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Research and Development

The Company spent no money for research and development cost for the periods ended ~~March 31,~~September 30, 2020 and December 31, 2019.

Advertising Cost

The Company spent $0 for advertisement for the periods ended ~~March 31,~~September 30, 2020 and 2019.

NOTE 2 – GOING CONCERN

As shown in the accompanying condensed consolidated financial statements, Crown Equity has an accumulated deficit of ~~$12,273,597~~$12,996,336 since its inception and had a working capital deficit of ~~$274,475,~~$372,921, negative cash flows from operations and limited business operations as of ~~March 31,~~September 30, 2020. These conditions raise substantial doubt as to Crown Equity's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.

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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.

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 ~~March 31,~~September 30, 2020 and December 31, 2019:

	Mar 31, 2020			Dec 31, 2019			Sep 30, 2020			Dec 31, 2019
Computers – 3 year estimated useful life	$	96,669		$	96,669		$	96,669		$	96,669
Less – Accumulated Depreciation		(75,820	)		(67,787	)		(91,889	)		(67,787	)
Property and Equipment, net	$	20,849		$	28,882		$	4,780		$	28,882

Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was ~~$8,033,~~$24,102, and ~~$7,501~~$23,612 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and 2019, respectively.

NOTE 4 – BROKERAGE ACCOUNT

As of September 30, 2020, the market value of the Company’s account portfolio was $167,389. The opening value of the account was $170,000, resulting in losses in portfolio investment as follows:

Net loss on investment in securities account for the nine months ended September 30, 2020	$	2,611
Less – Net gain and losses recognized during 2020 on equity securities sold during the period	$	0
Unrealized losses recognized during 2020 on equities securities still held at September 30, 2020	$	2,611

NOTE 5 – FINANCE LEASES

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

☐

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

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

Assets	Mar 31, 2020			Sep 30, 2020
Leased equipment under finance lease,	$	96,669		$	96,669
less accumulated amortization		(75,820	)		(91,889	)
Net	$	20,849		$	4,780

Liabilities	Mar 31, 2020		Sep 30, 2020
Obligations under finance lease (current)	$	31,047	$	28,393
Obligations under finance lease (noncurrent)		20,299		14,505
Total	$	51,346	$	42,898

Below is a reconciliation of leases to the financial statements.

Finance Leases

Leased asset balance

$ 20,849

Liability balance

51,346

Cash flow (operating)

-

Cash flow (financing)

-

Interest expense

$ 3,700

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	Finance Leases
Leased asset balance	$	4,780
Liability balance		42,898
Cash flow (operating)		-
Cash flow (financing)		-
Interest expense	$	2,789

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

Years ended December 31	Finance Leases
2020		~~28,585~~18,278
2021		15,726
2022		11,860
Thereafter		-
Total		~~56,171~~45,864
Less: Imputed Interest		(~~4,825~~2,966	)
Total Liability		~~51,346~~42,898

Other information related to leases is as follows:

Lease Type		Weighted Average Remaining Term		Weighted Average Discount Rate (1)
Finance Leases		~~2.03~~1.49 years			16	%

Based on average interest rate of 16%, average term remaining (months) ~~21.03~~21.19 Average term remain (years) ~~2.03~~1.49.

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

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NOTE 56 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES

As of ~~March 31,~~September 30, 2020, and December 31, 2019, the Company had unamortized discount of $0 and $0 respectively.

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

	Original	Due	Interest			Conversion		Mar 31,		Original	Due	Interest			Conversion		Sep 30,
Name	Note Date	Date	Rate			Rate		2020		Note Date	Date	Rate			Rate		2020

Related Party:
Related Party Convertible Notes Payable:
Mike Zaman	01/19/2018	01/19/2019		12	%	$	0.50		-	01/19/2018	01/19/2019		12	%	$	0.50		-
Montse Zaman	03/25/2020	03/25/2021		12	%	$	-		5,000	03/25/2020	03/25/2021		12	%	$	-		4,000
Montse Zaman										04/28/2020	04/28/2021		12	%	$	-		2,000
Montse Zaman										05/22/2020	05/22/2021		12	%	$	-		-
Willy A Saint-Hilaire										09/29/2020	09/29/2021					-		23,175
Total Convertible Related Party Notes Payable									5,000									29,175
Less: Debt Discount									-									23,175
Convertible Notes Payable, net of Discount - Related Party									5,000									6,000

Third Party:
Third Party Convertible Notes Payable:
Willy A. Saint-Hilaire	02/27/2020	02/27/2021		12	%	$	-		14,500	02/27/2020	02/27/2021		12	%	$	-		-
Willy A. Saint-Hilaire	03/08/2020	03/08/2021		12	%	$	-		1,581	03/08/2020	03/08/2021		12	%	$	-		-
Willy A. Saint-Hilaire	03/24/2020	03/24/2021		12	%	$	-		500	03/24/2020	03/24/2021		12	%	$	-		-
Willy A. Saint-Hilaire	03/24/2020	03/24/2021		12	%	$	-		400	03/24/2020	03/24/2021		12	%	$	-		-
Willy A. Saint-Hilaire	03/24/2020	03/24/2021		12	%	$	-		652	03/24/2020	03/24/2021		12	%	$	-		-
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

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

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

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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 ~~March 31,~~September 30, 2020.

Montse Zaman

On March ~~25,~~27, 2020, the Company entered into a convertible promissory note with Montse Zaman in the amount of $5,000. The note carries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares. On August 21, 2020, the Company made a $1,000 principal reduction payment. As of September 30, 2020, the balance on this note was $4,000.

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On April 28, 2020, the Company entered into a convertible promissory note with Montse Zaman in the amount of $4,000. The note carries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares. On September 20, 2020, the Company made a $2,000 principal reduction payment. As of September 30, 2020, the balance on this note was $2,000.

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

Willy Ariel Saint-Hilaire

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

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

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

On September 20, 2020, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $23,175 payable in 12 equal monthly installments of $1,931.25. As original issuance discount for the note, the Company issued Common Stock for a total of 23,175 shares. The fair market value of the shares were in excess of the note and the company recorded a debt discount of $23,175.

NOTE 67 – COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

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

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~~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.~~

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

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

The Company is periodically advanced operating funds from related parties with convertible notes payable. During the three months ended March 31, 2020, total convertible notes from related parties was $5,000. The Company is also periodically advanced funds to cover account payables by direct payment of the account payables from related parties.

~~As of March 31, 2020, the Company has a balance of $22,892 of accounts and accrued expenses payable with related parties.~~

~~NOTE 8 – STOCK HOLDERS’ DEFICIT~~

~~Common Stock~~

~~During the three months ending March 31, 2020, the Company issued the following:~~

	·	~~40,000 common shares for cash proceeds of $20,000.~~

	·	~~140,083 shares issued for settlement of stock payable due to Vinoth Sambandan for balance owed through December 31, 2019.~~

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

	·	~~8,336 shares issued for stock payable for 1st quarter 2020 due to Vinoth Sambandan.~~

	·	~~Stock payable for 1,500 shares for services rendered to third parties.~~

~~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 March 31, 2020

~~Preferred Stock~~

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

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.

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.

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~~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 2020.~~

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

2020

2019

Net operating loss

$ 426,743

$ 416,916

Valuation allowance

(426,743 )

(416,916 )
Net deferred tax asset

$ -

$ -

As of March 31, 2020, and December 31, 2019, the Company's accumulated net operating loss carry forward was approximately $2,032,111 and $1,985,312 respectively and will begin to expire in the year 2032. The deferred tax assets have been adjusted to reflect the recently enacted corporate tax rate of 21%.

~~NOTE 10 – SUBSEQUENT EVENTS~~

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, the Company entered into a convertible promissory note with Montse Zaman in the amount of $4,000. The note carries interest at 12% per annum. The holder has the right to convert principal of the notes and accrued interest into Common Shares at a rate of $0.50 per share.

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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 April 29, 2020, the Company issued 5,142 shares of common stock to Munti Consulting LLC for interest owed that was subsequently forgiven.~~

~~On April 30, 2020, the Company received a $4,000.00 loan from the Small Business Administration CARES program.~~

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

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

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

On May 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.

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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.

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 ~~15, 2020, the Company agreed to issued 160,000 shares to Steven Cantor to settle compensation dispute. The settlement was accepted and executed on June 22, 2020.~~

~~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 22, 2020, the Company entered into a convertible promissory note with Montse Zaman in the amount of $1,500. The note carries interest at 12% per annum. The holder has the right to convert principal of the notes and accrued interest into Common Shares at a rate of $0.50 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.

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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.

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

On 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 12, 2020, WYSH Investments purchased 20,000 shares of common stock at $0.50 per share at the purchase price of $10,000.~~

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.

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

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

On July 3,10, 2020, ~~Jonathan Dawson purchased 3,000~~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 ~~$0.50 per share at~~ the ~~purchase~~exercise price of ~~$1,500.~~$0.60 per share.

On ~~July 3,~~August 13, 2020, ~~Lloyd Check III purchased 4,000~~Monireh Sepahpour was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at ~~$0.50 per share at~~ the ~~purchase~~exercise price of ~~$2,000.~~$0.60 per share.

On ~~July 3,~~August 18, 2020, ~~Glen Rineer purchased 8,000~~Monica Shayesteh 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 ~~$0.50 per share at~~ the ~~purchase~~exercise price of ~~$4,000.~~$0.60 per share.

On ~~July 3,~~September 2, 2020, ~~Hayden Dawson purchased 2,000~~Hongsing Phou was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at ~~$0.50~~the exercise price of $0.60 per share.

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

On September 15, 2020, Salvatore Marasa was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of ~~$2,000.~~common stock at the exercise price of $0.60 per share.

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

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

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

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Summary of Warrants Issued:

Issue Date	Issued To	Shares		Exercise price per share		Warrant price per share		Total Paid for Warrants
02/13/2020	Munti Consulting LLC		1,000,000	$	.060	$	0.000025	$	25.00
03/13/2020	BBCKQK Trust Kevin Wiltz		1,000,000	$	0.60	$	0.000025	$	25.00
04/01/2020	Addicted 2 Marketing LLC		100,000	$	0.60	$	0.000025	$	2.50
05/07/2020	Arnold F Sock		500,000	$	0.60	$	0.000025	$	12.50
05/07/2020	Rudy Chacon		200,000	$	0.60	$	0.000025	$	5.00
05/07/2020	Sadegh Salmassi		200,000	$	0.60	$	0.000025	$	5.00
05/08/2020	Glen J Rineer		200,000	$	0.60	$	0.000025	$	5.00
05/08/2020	Barry Cohen		200,000	$	0.60	$	0.000025	$	5.00

05/13/2020	Steven A Fishman		200,000	$	0.60	$	0.000025	$	5.00
05/13/2020	Wendell & Sharon Piper		200,000	$	0.60	$	0.000025	$	5.00
05/27/2020	James Bobrik		200,000	$	0.60	$	0.000025	$	5.00
05/28/2020	Richard R Shehane		200,000	$	0.60	$	0.000025	$	5.00
06/03/2020	Jeffery Connell		100,000	$	0.60	$	0.000025	$	2.50
06/08/2020	Hassan M Oji		300,000	$	0.60	$	0.000025	$	7.50
06/09/2020	Kim Smith		500,000	$	0.60	$	0.000025	$	12.50
06/12/2020	Violet Gewerter		500,000	$	0.60	$	0.000025	$	12.50
06/16/2020	Roy S Worbets		200,000	$	0.60	$	0.000025	$	5.00
06/30/2020	Chris Knudsen		200,000	$	0.60	$	0.000025	$	5.00

07/01/2020	Donald Kitt		200,000	$	0.60	$	0.000025	$	5.00
08/13/2020	Monireh Sepahpour		500,000	$	0.60	$	0.000025	$	12.50
08/18/2020	Monica Shayestehpour		1,000,000	$	0.60	$	0.000025	$	25.00
09/02/2020	Hongsing Phou		200,000	$	0.60	$	0.000025	$	5.00
09/08/2020	Pejham Khial		500,000	$	0.60	$	0.000025	$	12.50
09/15/2020	Salvatore Marasa		200,000	$	0.60	$	0.000025	$	5.00
09/21/2020	Richard W LeAndro		500,000	$	0.60	$	0.000025	$	12.50
09/21/2020	Richard W LeAndro Jr		500,000	$	0.60	$	0.000025	$	12.50
09/25/2020	Seyed M Javad		200,000	$	0.60	$	0.000025	$	5.00
	Total:		9,800,000					$	245.00
Related Party:
03/13/2020	Willy A Saint-Hilaire		1,000,000	$	0.60	$	0.000025	$	25.00
04/28/2020	Shahram Khial		500,000	$	0.60	$	0.000025	$	12.50
05/01/2020	Mike Zaman		1,000,000	$	0.60	$	0.000025	$	25.00
05/01/2020	Montse Zaman		1,000,000	$	0.60	$	0.000025	$	25.00
05/08/2020	Malcom Ziman		200,000	$	0.60	$	0.000025	$	5.00
05/08/2020	Brett Matus		200,000	$	0.60	$	0.000025	$	5.00
05/11/2020	Mohammad Sadrolashrafi		500,000	$	0.60	$	0.000025	$	5.00
05/04/2020	Arnulfo Saucedo-Bardan		1,000,000	$	0.60	$	0.000025	$	25.00
05/08/2020	Brian Colvin		1,000,000	$	0.60	$	0.000025	$	25.00
05/08/2020	Jacob Colvin		200,000	$	0.60	$	0.000025	$	5.00
05/19/2020	Joan R Saint-Hilaire		100,000	$	0.60	$	0.000025	$	2.50
05/19/2020	Marvin A Saint-Hilaire		100,000	$	0.60	$	0.000025	$	2.50
05/20/2020	Willy Rafael Saint-Hilaire		200,000	$	0.60	$	0.000025	$	5.00
05/29/2020	Ybelka Saint-Hilaire		200,000	$	0.60	$	0.000025	$	5.00
06/09/2020	Kenneth Cornell Bosket		1,000,000	$	0.60	$	0.000025	$	25.00
06/19/2020	Elvis E Saint-Hilaire		200,000	$	0.60	$	0.000025	$	5.00
07/01/2020	Theresa Kitt		200,000	$	0.60	$	0.000025	$	5.00
07/10/2020	Shahram Khial		500,000	$	0.60	$	0.000025	$	12.50
	Total Related Party:		9,100,000					$	220.00

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NOTE 8 – RELATED PARTY TRANSACTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On July 3,1, 2020 Diversified Unlimited agreed to the conversion of $3,000 accounts payable balance for services rendered thru June 30, 2020 for common stock. The balance of $3,000 will be replaced with the issuance of Common Stock sharesTheresa Kitt was issued a warrant at a ~~rate~~price of ~~$0.50~~$0.000025 per share ~~for total~~($5.00 total) to purchase 200,000 shares of ~~6,000 shares to be issued. The shares have not been issued as~~common stock at the exercise price of ~~filing date.~~$0.60 per share.

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

On July 31, 2010, the Company entered into a Note Conversion Agreement with Willy A Saint-Hilaire to convert $17,633 of Note Payable plus interest of $859 to 36,984 shares of common stock at a conversion rate of $0.50 per share.

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On September 1, 2020, the Company entered into a Services Agreement with American Video Teleconferencing Corp (AVOT) to provide advertising, branding and marketing solutions. The Company was compensated $17,000 for services to be rendered for a period of 12 months. Total compensation of $17,000 was converted to 17,000,000 million shares of AVOT restricted common stock The Company recognized $1,417 in revenue for the nine month period ended September 30, 2020. There is remaining $15,583 in deferred revenue as of September 30, 2020.

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

On September 14, 2020, AVOT paid the Company $250 for press release services.

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

The Company is periodically advanced operating funds from related parties with convertible notes payable. During the nine months ended September 30, 2020, total convertible notes from related parties was $23,175. The Company is also periodically advanced funds to cover account payables by direct payment of the account payables from related parties.

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 September 30, 2020, the Company has a balance of $343,296 of accounts and accrued expenses payable with related parties.

NOTE 9 – STOCK HOLDERS’ DEFICIT

Common Stock

During the nine months ending September 30, 2020, the Company issued the following:

	·	472,000 common shares for cash proceeds of $243,500.
	·	140,083 shares issued for settlement of stock payable due to Vinoth Sambandan for balance owed 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.
	·	4,834 shares issued to third parties for services rendered.
	·	15,978 shares issued to Vinoth Sambandan for stock payable.
	·	74,000 shares issued to third parties for settlement of Accounts Payable.
	·	36,984 shares issued to Willy A Saint-Hilaire for conversion of Note Payable
	·	23,175 shares issued to Willy A Saint-Hilaire for interest prepayment of Note Payable

On February 13, 2020, the Company granted non-qualified stock warrants purchasing 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.

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On March 13, 2020, the Company granted non-qualified stock warrants purchasing 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

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 September 30, 2020, the Company has 1,000 shares of Series A Preferred Stock outstanding.

NOTE 10 – INCOME TAXES

The Company did not have taxable income during 2020.

The Company's deferred tax assets consisted of the following as of September 30, 2020 and December 31, 2019:

	2020			2019
Net operating loss	$	531,243		$	416,916
Valuation allowance		(531,243	)		(416,916	)
Net deferred tax asset	$	-		$	-

As of September 30, 2020, and December 31, 2019, the Company's accumulated net operating loss carry forward was approximately $2,529,727 and $1,985,312 respectively and will begin to expire in the year 2032. The deferred tax assets have been adjusted to reflect the recently enacted corporate tax rate of 21%.

NOTE 11 – SUBSEQUENT EVENTS

On October 5, 2020, Sameh Shenouda purchased 3,000 shares of common stock at $1.00 per share at the purchase price of $3,000.

On October 6, 2020, Nasrin Montazer was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.

On October 13, 2020, Jagjit Dhaliwal was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.

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

1923

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion and analysis should be read in conjunction with our 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, 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 ~~March 31,~~September 30, 2020 Crown Equity ~~had no paid~~has 4 employees and was utilizing the services of ~~two~~three independent contractors and the following ~~three~~six officers, Mike Zaman, Kenneth Bosket, Montse Zaman, Malcolm Ziman, Mohammad Sadrolashrafi and ~~Vinoth Sambandam.~~ Shahram Khial.

RESULTS OF OPERATIONS

Three months ~~Ended March 31,~~ended September 30, 2020 Compared to the Three months ~~March 31,~~ended September 30, 2019

For the three months ended ~~March 31,~~September 30, 2020, revenues were ~~$577~~$1,877 of which $1,667 was from related parties, and ~~$682~~$419 for the same period in 2019.

Revenues for the three months ended ~~March 31,~~September 30, 2020 was ~~relatively consistent compared~~higher primarily due to advertising revenue not earned for the same period in 2019.

Operating expenses were ~~$51,428~~$145,043 for the three months ended ~~March 31,2020~~September 30, 2020 and ~~$40,954~~$50,029 for the same period in 2019. Increase in operating expenses was primarily due to increase of $105,000 in ~~web site development expense and accounting expense.~~ quarterly officer compensation.

Other expenses for the ~~three month~~three-month period ended ~~March 31,~~September 30, 2020 were ~~$426,987~~$24,775 and ~~$17,157~~$3,644 for the same quarter in 2019. The increase in other expenses was due to ~~recoding~~investment expense of ~~loss on shares issued to settle accounts payable.~~

~~The holders of convertible promissory notes have the right to convert principal and accrued interest into Common shares or receive cash.~~$17,000.

Interest expense for the three months ended ~~March 31,~~September 30, 2020 and 2019 was ~~$3,700~~$5,164 and ~~$4,839,~~$3,644, respectively.

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Nine months ended September 30, 2020 Compared to the Nine months ended September 30, 2019

For the nine months ended September 30, 2020, revenues were $2,954 and $53,464 for the same period in 2019. Revenues for the nine months ended September 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 $517,540 for the nine months ended September 30,2020 and $132,313 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 nine-month period ended September 30, 2020 were $573,816 and $51,211 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 and investment expense.

Interest expense for nine months ended September 30, 2020 and 2019 was $11,871 and $12,291, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~March 31,~~September 30, 2020, Crown Equity had current assets of ~~$3,260~~$186,753 and current liabilities of ~~$277,735~~$536,499 resulting in working capital deficit of ~~$274,475.~~$349,746. Net cash used by operating activities for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 was ~~$16,741~~$75,011 compared to net cash used of ~~$12,700~~$50,315 for the same period in 2019.

Net cash used in investing activities was ~~zero~~$170,000 and $0 for the ~~three~~nine months ended ~~March 31,~~September 30, 2020 and ~~2019.~~2019, respectively.

Net cash provided by financing activities during the ~~three~~nine months ended ~~March 31,~~September 30, 2020 was ~~$19,004~~$263,378 compared to net cash provided of ~~$986~~$44,345 for the same period in 2019. For the ~~three~~nine months ended ~~March 31,~~September 30, 2020, we ~~paid $760 on~~borrowed $33,675 from related ~~party notes payable~~parties, and ~~$0 on third party notes payable.~~received a loan from the Small Business Administration for $4,000. We also sold ~~40,000~~412,000 shares of common stock for ~~$20,000.~~$243,500.

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.

ITEM 3: QUANTITATIVE 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.

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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, 2019.

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

During the ~~three~~nine months ended ~~March 31,~~September 30, 2020, Crown Equity ~~393,352~~ issued 1,131,987 shares for cash, services, settlement of AP and board member’s compensation debt conversion, inducement for NP and common stock subscribed for services.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4: MINE SAFETY INFORMATION.

None

ITEM 5: OTHER INFORMATION.

None

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ITEM 6: EXHIBITS

EXHIBIT 31.1		Certification of Principal Executive Officer

EXHIBIT 31.2		Certification of Principal Financial Officer

EXHIBIT 32.1		Certification of Compliance to Sarbanes-Oxley

EXHIBIT 32.2		Certification of Compliance to Sarbanes-Oxley

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.

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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: ~~July 14,~~November 20, 2020	By:	/s/ Mike Zaman
		Mike Zaman, CEO

	By:	/s/ Kenneth Bosket
		Kenneth Bosket, CFO

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