EXHIBIT 3.1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________.
Commission File Number:
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None.
Name of each exchange on which registered: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter period of that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by checkmark whether the registrant has submitted electronically every interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the previous 12 months (or for such shorter period that the registrant was required to submit such files.)
Indicate by checkmark if disclosure of delinquent filers to Item 405 of Regulation S-K (§229.405) is not contained herein and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
(Do not check if smaller reporting company) | Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act,) Yes
The aggregate number of shares of the voting stock held by non-affiliates on June 30, 2022 was 2,443,843. The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $
The number of shares outstanding of the Company's $.001 Par Value Common Stock as of March 29, 2023, was
DOCUMENTS INCORPORATED BY REFERENCE: None.
TABLE OF CONTENTS
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| Table of Contents |
PART I
DISCLOSURE REGARDING FORWARD LOOKING STATEMENT
Certain statements contained in this Annual Report on Form 10-K may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “seek,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause the Company’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:
| · | the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership or a further change in the federal tax rate; |
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| · | the inability to carry out plans and strategies as expected |
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| · | limitations on the availability of sufficient credit or cash flow to fund our working capital needs and capital expenditures and debt service; |
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| · | 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; |
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| · | 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; |
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| · | the relatively low trading volume of our common stock, which could depress our stock price; |
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| · | 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; |
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| · | a general reduction in the demand for our services; |
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| · | our ability to enter into, and the terms of, future contracts; |
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| · | uncertainties inherent in estimating future operating results, including revenues, operating income or cash flow; |
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| · | complications associated with the incorporation of new accounting, control and operating procedures; |
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| · | the recognition of tax benefits related to uncertain tax positions; |
You should understand that the foregoing, as well as other risk factors discussed in this document and in Part I Item 1A, under the heading of Risk Factors could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any information, including information concerning our net operating losses, borrowing availability or cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this report. The Forward-looking Statements are provided in this Annual Report on Form 10-K pursuant to the Safe Harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in context of the estimates, assumptions, uncertainties, and uses described herein.
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ITEM 1: BUSINESS
A) General
Crown Equity Holdings Inc. formerly known as Micro Bio-Medical Waste Systems, Inc. (the "Company") was incorporated on August 31, 1995 as "Visioneering Corporation" under the laws of the State of Nevada.
In December, 2010, the Company formed two wholly owned subsidiaries Crown Tele Services Inc. and CRWE Direct Inc. Crown Tele Services Inc. was formed to provide voice over internet services to clients at a competitive price, CRWE Direct Inc. was formed to provide direct sales to customers.
In December 2011, the Company formed a wholly owned subsidiary CRWE Real Estate Inc. to hold real estate. This entity had no sales during the year. The company sold the above subsidiaries (Crown Tele Services Inc., CRWE Direct, and CRWE Real Estate Inc.) on the 28th of December, 2017.
At the present time, the Company is offering its services to domestic and global companies seeking to become public entities in the United States. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields. The Company provides various consulting services to companies and individuals dealing with corporate structure and operations globally. The Company also provides public relations and news dissemination for publicly and privately held companies.
In 2009, the Company re-focused its primary vision to using its network of websites to provide advertising and marketing services, as a worldwide online media advertising publisher, dedicated to the distribution of quality branding information. The Company offers Internet media-driven advertising services, which cover and connect a wide range of marketing specialties, as well as search engine optimization for clients interested in online media awareness. As part of its operations, the Company has utilized the services of software and hardware technicians in developing its websites and adding additional websites. This allows the Company to disseminate news and press releases for its customers as well as general news and financial information on a much bigger scale than it did previously. The Company markets its services to companies seeking market awareness of them and the services or goods that they offer. The Company then publishes information concerning these companies on its many websites. The Company is paid in cash and/or stock of the customer companies. The condition of online publishing remains at an all-time high and is continuing to evolve and grow. It is to a point where online publishing is a key component of a publishing company's strategy in the print dominated market. No longer is the possession of printed reading material adding value to a reader's experience.
At the moment, the majority of the Company's publishing sites have light to relatively medium traffic. The Company is presently in the process of strengthening its online publishing competitive position with its strategy of producing and obtaining a stronger presence with its community targeted online news and information publishing. The Company has increased its web presence with the dedicated community targeted news and information publishing websites. The Company has increased its readership to create a stronger competitive position within the online publishing industry. The company is continuing its efforts with increasing its readership to obtain advertisers wanting to reach its viewership.
The Company's office is located at 11226 Pentland Downs Street, Las Vegas, NV 89141. The Company is provided office space by one of the officers and directors at no charge.
As of December 31, 2022, the Company utilized the services of independent contractors during the year. Officers’ compensation is detailed in Part III, Item 11 of this filing.
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ITEM 1A: RISK FACTORS
We have experienced net losses and negative cash flows from operating activities and can expect such losses and negative cash flows to continue in the foreseeable future. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future sales.
If we are unable to adapt to changing market conditions, client requirements or emerging industry standards, our business could be adversely affected.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions.
These broad market fluctuations may adversely affect the market price of our common stock. In addition, if our operating results differ from our announced guidance or the expectations of equity research analysts or investors, the price of our common stock could decrease significantly.
ITEM 1B: UNRESOLVED STAFF COMMENTS
None.
ITEM 2: PROPERTIES
The Company is provided office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.
ITEM 3: LEGAL PROCEEDINGS
None
ITEM 4: MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's common stock is currently traded on the OTC Electronic Bulletin Board in the United States, having the trading symbol "CRWE" and CUSIP #22834M305. The Company's stock is traded on the OTC Electronic Bulletin Board. As of December 31, 2022, the Company had 13,385,047 shares of its common stock issued and outstanding of which 10,941,204 were held by affiliates.
The following table reflects the high and low quarterly bid prices for the fiscal years ended December 31, 2022 and 2021.
Period |
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1st Qtr. 2022 |
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| 1.75 |
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| 0.75 |
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2nd Qtr. 2022 |
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| 1.74 |
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| 1.66 |
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3rd. Qtr. 2022 |
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| 1.66 |
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| 0.21 |
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4th Qtr. 2022 |
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| 1.34 |
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| 1.23 |
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1st Qtr. 2021 |
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| 3.96 |
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| 0.25 |
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2nd Qtr. 2021 |
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| 3.25 |
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| 1.25 |
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3rd. Qtr. 2021 |
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| 1.75 |
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| 1.00 |
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4th Qtr. 2021 |
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| 2.49 |
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| 1.50 |
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These quotations may reflect inter-dealer prices without retail mark-up/mark-down/commission and may not reflect actual transactions.
As of December 31, 2022, the Company estimates there are approximately 111 "holders of record" of its common stock and estimates that there are no beneficial shareholders of its common stock. The Company has authorized 450,000,000 shares of common stock, par value $.001 and 20,001,000 shares of preferred stock, par value $.001, of which 1,000 are designated Series A. The 1,000 Series A preferred stock are outstanding and granted to our President. No other preferred shares are issued and outstanding.
ITEM 6: SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of Securities and Exchange Act of 1934 and are not required to provide information under this item.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following discussion of the financial condition, changes in financial condition and results of operations of the Company for the fiscal years ended December 31, 2022 and 2021 should be read in conjunction with the financial statements of the Company and related notes included therein.
The Company was incorporated on August 31, 1995 as Visioneering Corporation. In 1999, the Company acquired 20/20 Web Design, Inc., a Colorado corporation wholly owned by Crown Partners, Inc. In August, 2009, Crown Partners transferred its shares of the Company to Crown Marketing Corporation ("Crown Marketing") in exchange for marketing and public relation services to be provided by Crown Marketing.
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The Company continues to search for additional areas in which it can generate revenue so that the Company will become profitable but there can be no guarantee that profitability will be achieved in the near- or long-term.
The Company will attempt to carry out its business plan as discussed below. The Company's business plan is to continue building its network of online publishing sites, as well as continuing to provide the consulting and services to its client on an as-needed basis. These services include general and financial management to private and public companies with an emphasis on their financial reporting and filing requirements. Such service is subject to the needs of its clients and may vary by company. The Company will attempt to carry out its business plan as described above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan prior to the consummation of a business combination.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company's most significant change in liquidity or capital resources or stockholders' equity has been receipts of proceeds from offerings of its capital stock. The revenue transaction does not reflect the ability of the Company to fund itself without outside sources in the future. In the past, officers and directors of the Company have lent or advanced monies to the Company to fund operations, there are no formal agreements or arrangements for them to continue to do so. As of December 31, 2022, the Company has $2,930 in cash, $649.71 held in brokerage accounts and $0.00 of long-term debt.
On December 31, 2022, the Company had negative working capital of $1,382,838, which consisted of current assets of $2,930 and current liabilities of $1,385,768. The current liabilities of the Company on December 31, 2022 are composed of accounts payable and accrued expenses of $145,630, accounts payable and accrued expenses to related party of $1,208,740, and note payable to related parties of $9,500, convertible notes payable to related parties, net of debt discount of$19,028, and current portion of long-term debt of 2,870.
Cash flows used in and provided by operating activities during the year ended December 31, 2022 was $89,366 compared to cash flow used of $18,693 for the same period in 2021.
Cash flows provided by and used in investing activities were $67,000 and $200,000 for the years ended December 31, 2022 and December 31, 2021 respectively.
Cash flows provided by financing activities was $20,979 for the year ended December 31, 2022 compared to $182,580 for the same period in 2021. The financing activities in 2022 consisted mostly of proceeds from sale of stock.
As of December 31, 2022, the Company had total assets of $5,437 and total liabilities of $1,385,768. Stockholders' deficit as of December 31, 2022 was $1,380,331 compared to a deficit of $673,558 on December 31, 2021. The Company will attempt to carry out its plan of business as discussed above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan. The Company will need additional capital to fund that proposed operation.
NEED FOR ADDITIONAL FINANCING
The Company's existing capital may not be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.
No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any funds will be available to the Company to allow it to cover its expenses.
The Company might seek to compensate providers of services by issuances of stock in lieu of cash.
RESULTS OF OPERATIONS - Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021.
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REVENUES
Sales for the year ended December 31, 2022 were $2,936 compared to $15,660 for the year ended December 31, 2021, a decrease of $12,725. Of the $2,936 revenue in 2022, $2,150 was from related parties.
OPERATING EXPENSES
During the year ended December 31, 2022, we incurred $481,512 in operating expenses, compared to $513,443 in the same period ended December 31, 2021, a decrease of $31,931 mainly due to decrease in General and Administrative expenses.
OTHER INCOME AND EXPENSES
During the year ended December 31, 2022, we incurred other expenses of a negative $261,398, consisting of interest expense of $4,213, Gain (Loss) on Stocks Held of $252,568 and Other Income (Expense) of $4,617. During the year ended December 31, 2021, we incurred other expenses of a negative $46,990, consisting of interest expense of $5,466, Gain on Forgiveness of Debt of $4,101, Debt Discount Amortization of $14,805, Gain (Loss) on Stocks Held of $65,168 and Other Income (Expense) of $2,008.
NET LOSS
The Company had a net loss for the year ended December 31, 2022 of $739,975 compared to a net loss of $450,793 for the year ended December 31, 2021, an increase of $289,182 mainly due to the decrease in administrative expenses Gain (Loss) on Stocks Held.
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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Crown Equity Holdings, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Crown Equity Holdings, Inc. (the Company) as of December 31, 2022 and 2021 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial states have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going concern
Critical Audit Matter Description
As discussed in Note 2 to the consolidated financial statements, the Company had a going concern due to a working capital deficiency, negative cash flows from operations and limited business operations as of December 31, 2022. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
How the Critical Audit Matter was Addressed in the Audit
To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.
/s/
We have served as the Company’s auditor since 2018.
March 31, 2023
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CROWN EQUITY HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
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Current assets |
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Cash |
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Investments in trading securities |
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Total Current Assets |
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Property and Equipment, net |
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Total Assets |
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Liabilities and Stockholders' Deficit | ||||||||
Current liabilities |
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Accounts payable and accrued expenses |
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Accounts payable and accrued expenses to related party |
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Margin loan – Brokerage account |
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Notes payable to related parties |
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Convertible notes payable to related parties, net of debt discount |
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Current portion of long-term debt |
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Total Liabilities |
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Non-Current liabilities |
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Long-term debt |
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Total Liabilities |
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Stockholders' deficit |
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Preferred Stock, |
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Series A Convertible Preferred Stock, $ |
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Common Stock, |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders' deficit |
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Total liabilities and stockholders' deficit |
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The accompanying notes are an integral part of these financial statements.
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CROWN EQUITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
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Revenue |
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Revenue – related party |
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Total Revenue |
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Operating expenses |
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Depreciation |
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General and Administrative |
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Total Operating Expenses |
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Net Operating Income (Loss) |
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Other (expense) |
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Interest expense |
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Gain on Forgiveness of Debt |
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Debt Discount Amortization |
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Gain (Loss) on Stocks Held |
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Total other expense |
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Net (loss) |
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Net (loss) per common share – basic and diluted |
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Weighted average number of common shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these financial statements.
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CROWN EQUITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
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Balances at December 31, 2020 |
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Common Stock Issued for Cash, related party |
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Common Stock Issued for services |
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Warrant Subscription |
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Net loss |
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Balances at December 31, 2021 |
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| $ | ( | ) |
| $ | ( | ) | ||||||
Common Stock issued for cash |
|
| - |
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Common Stock issued for Note Payable Conversion –related parties |
|
| - |
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Net loss |
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| - |
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| ( | ) |
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| ( | ) | |
Balances at December 31, 2022 |
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| $ |
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| $ |
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| $ |
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| $ | ( | ) |
| $ | ( | ) | ||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
CROWN EQUITY HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
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| For the Years Ended |
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| December 31, |
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| 2022 |
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| 2021 |
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Cash flows from operating activities |
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Net (loss) |
| $ | ( | ) |
| $ | ( | ) |
Forgiveness of EIDL Advance |
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| ( | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Loss (gain) on brokerage account |
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| ( | ) | |
Loss on investment |
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Amortization of beneficial conversion feature |
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Changes in operating assets and liabilities |
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Cash transfer |
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Deferred revenue |
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Accounts payable and accrued expenses – related party |
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Accounts payable and accrued expenses |
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Net cash (used in) and provided by operating activities |
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Cash flows from investing activities |
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Cash (paid to) withdrawn from brokerage account |
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Net cash provided by and (used in) investing activities |
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Cash flows from financing activities |
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Borrowings from convertible notes payable, related party |
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Payments on convertible notes payable – related party |
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| ( | ) |
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| ( | ) |
Principal payments on debt |
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| ( | ) |
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| ( | ) |
Borrowings from notes payable, related party |
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Warrant Subscriptions |
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Shares subscribed for cash |
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Net cash provided by financing activities |
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Net increase (decrease) in cash |
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Cash, beginning of period |
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Cash, end of period |
| $ |
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| $ |
| ||
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SUPPLEMENTAL DISCLOSURE: |
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Interest paid |
| $ |
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| $ |
| ||
Income taxes paid |
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NONCASH INVESTING AND FINANCING ACTIVITIES: |
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RP-NP debt conversion |
| $ |
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| |
RP-AP Converted into common stock |
| $ |
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| ||
Shares issued for stock payable |
| $ |
|
| $ |
| ||
Repayments of margin loan from brokerage account |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these financial statements.
| F-6 |
| Table of Contents |
CROWN EQUITY HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Crown Equity Holdings Inc. ("Crown Equity" or the "Company") was incorporated in August 1995 in Nevada. The Company offers through its digital network of websites, advertising branding, marketing solutions and other services to boost customer awareness, as well as merchant visibility as a worldwide online multi-media publisher. The Company focuses on the distribution of information for the purpose of bringing together its audience with the advertisers that want to reach them. Its advertising services cover and connect a range of marketing specialties, as well as provide search engine optimization for clients interested in online media awareness. Crown Equity Holdings' objective is making its endeavor known as CRWE WORLD into a global online news and information source, as well as a global one stop shop for various distinct products and services. The Company also offers services to companies seeking to become public entities in the United States, as well as providing various consulting services to companies and individuals dealing with corporate structure and operations globally.
In 2010, the Company formed two subsidiaries Crown Tele Services, Inc. and CRWE Direct, Inc. Crown Tele Services Inc. will provide voice over IP messaging at a competitive price to other competitors and CRWE Direct will provide its client with direct sales of products. This entity was divested at the end of 2017.
In 2011, the Company formed a wholly owned subsidiary CRWE Real Estate Inc. CRWE Real Estate Inc. will hold real estate. CRWE Real Estate Inc., Crown Tele Services, Inc. and CRWE Direct, Inc. were sold in December of 2016 for aggregate consideration of $
In 2016, the company sale of the subsidiaries is not considered to be a strategic shift since there were minimal activities during the year in the subsidiaries.
Assets |
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Intercompany |
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Total Assets sold |
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Cash |
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Payable assumed by buyer |
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Total Consideration |
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Gain on sale of subsidiaries |
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On January 27, 2020, the Company re-acquired from AVOT the online business iB2BGlobal.com since company had not received the shares promised during the original sale.
Basis of Preparation
The accompanying financial statements include the financial information of Crown Equity Holdings Inc. (“Crown Equity”, the “Company”) have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The preparation of these financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein.
| F-7 |
| Table of Contents |
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
In February 2016, the FASB issued ASU 2016-02 “Leases”, which is codified in ASC 842 “Leases” and supersedes current lease guidance in ASC 840. These provisions require lessees to put a right-of-use asset and lease liability on their balance sheet for operating and financing leases that have a term of more than one year. Expense will be recognized in the income statement similar to current accounting guidance. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities will need to disclose qualitative and quantitative information about their leases, including characteristics and amounts recognized in the financial statements. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We adopted the provisions on January 1, 2019, including interim periods subsequent to the date of adoption. Entities are required to use a modified retrospective approach upon adoption to recognize and measure leases at the beginning of the earliest comparative period presented in the financial statements. Since all the leases were finance leases, there was no effect on the financial statements when ASC 842 was adopted.
In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation, to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments for employees, with certain exceptions. Under the new guidance, the cost for nonemployee awards may be lower and less volatile than under current US GAAP because the measurement generally will occur earlier and will be fixed at the grant date. This update is effective for annual financial reporting periods, and interim periods within those annual periods, beginning after December 15, 2018, although early adoption is permitted. The Company adopted the standard effective January 1, 2019 and found the adoption did not have a material effect on our financial statements.
Crown Equity does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.
Accounting Standards Not Yet Adopted
In June 2016, the FASB issued ASU 2016-3, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instructions (ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-3 is effective for us in our first quarter of fiscal 2023, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our financial statements.
In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-6”), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. Upon adoption, a convertible debt instrument will be accounted for as a single liability at amortized cost unless (a) the convertible instrument contains features that require bifurcation as a derivative under ASC 815, Derivatives and Hedging, or (b) the convertible debt instrument was issued at a substantial premium. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020-6 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The new guidance is effective for public entities excluding smaller reporting companies in fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The company adopted early ASU 2020-6 on January 1, 2022.
| F-8 |
| Table of Contents |
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 ASU 2018-07 Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company's common stock for common share issuances.
Revenue Recognition
The core principles of revenue recognition under ASC 606 include the following five criteria:
1. | Identify the contract with the customer | |
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|
|
|
| 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 | |
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|
|
| Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations. |
3. | Determine the transaction price | |
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| 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 | |
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| 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 | |
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|
|
| 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. |
| F-9 |
| Table of Contents |
Sales are recognized when promised services are started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service contracts generally are recognized as the services are being
|
| December 31, 2022 |
|
| December 31, 2021 |
| ||||||||||||||||||
|
| Third Party |
|
| Related Party |
|
| Total |
|
| Third Party |
|
| Related Party |
|
| Total |
| ||||||
Advertising |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Click Based and Impression Ads |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Publishing and Distribution |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Accounting |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Revenues are received through advertising, click-based, and impression ads located on the Company’s websites, as well as from the publishing and disseminating of news and press releases.
|
| December 31, |
|
| December 31, |
| ||
|
| 2022 |
|
| 2021 |
| ||
|
|
|
|
|
|
| ||
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.
Accounts Receivable and Allowance for Doubtful Accounts
The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable and allowance for doubtful accounts as of December 31, 2022 and 2021.
Investments
The Company values its trading investments at market value based on the trading price at the balance sheet date. Any gains and losses are recorded in the period the gain or loss occurred. Investments include common stocks, exchange traded funds and money market mutual funds. Equity investments with readily determinable fair values are recorded as Trading Securities at Fair Value on the Balance Sheets. Changes in the fair value of such equity securities are reported in the Statements of Income.
| F-10 |
| Table of Contents |
Risk Concentrations
As of December 31, 2022,
During the year ending period of 2022,
During the year ending period of December 31, 2021,
General and Administrative Expenses
Crown Equity's general and administrative expenses consisted of the following types of expenses during 2022 and 2021. Compensation expense, payroll expense, rent, 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 2022 or 2021.
Basic and Diluted Net (Loss) per Share
|
| December 31, |
| |||||
|
| 2022 |
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| 2021 |
| ||
Numerator: |
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|
|
|
|
| ||
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc. |
| $ | ( | ) |
| $ | ( | ) |
Net (Loss) attributable to Crown Equity Holdings, Inc. |
| $ | ( | ) |
| $ | ( | ) |
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Denominator: |
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Weighted average common and common equivalent shares outstanding – basic and diluted |
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Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.: |
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Basic |
| $ | ( | ) |
| $ | ( | ) |
Diluted |
| $ | ( | ) |
| $ | ( | ) |
| F-11 |
| Table of Contents |
When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the years ended December 31, 2022 and 2021.
Income Taxes
In December 2017,
The Company’s deferred tax assets consisted of the following as of December 31, 2022 and December 31, 2021:
|
| Dec. 31, 2022 |
|
| Dec. 31, 2021 |
| ||
Net operating loss |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
|
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| ||
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,
Fair Value of Financial Instruments
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.
An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value.
| F-12 |
| Table of Contents |
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Our cash and brokerage accounts are measured at fair value on a recurring basis and estimated as follows.
December 31, 2021 |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
|
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|
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| ||||
Cash |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Investments in trading securities |
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|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
December 31, 2022 |
|
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|
|
|
| ||||
|
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|
|
|
|
|
|
|
|
| ||||
Cash |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Investments in trading securities |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The Company's financial instruments consist of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Research and Development
The Company spent no money for research and development cost for the years ended December 31, 2022 and 2021.
Advertising Cost
The Company spent no money for advertisement for the years ended December 31, 2022 and 2021.
Depreciation expense was $
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements, Crown Equity an accumulated deficit of $
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.
| F-13 |
| Table of Contents |
NOTE 3 – PROPERTY AND EQUIPMENT
The Company’s policy is to capitalize all property purchases over $
Property consists of the following at December 31, 2022 and 2021
|
| December 31, 2022 |
|
| December 31, 2021 |
| ||
Computers – 3 year estimated useful life |
| $ |
|
| $ |
| ||
Less – Accumulated Depreciation |
|
| ( | ) |
|
| ( | ) |
Property and Equipment, net |
| $ |
|
| $ |
| ||
Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was $
NOTE 4 – INVESTMENTS IN TRADING SECURITIES INVESTMENTS IN TRADING SECURITIES INVESTMENTS IN TRADING SECURITIES
As of December 31, 2022, the market value of the Company’s account portfolio, consisting of stocks only, was $
As of December 31, 2021, the market value of the Company’s account portfolio, consisting of stocks only, was offset by a margin loan of $
As of December 31, 2021, the market value of the Company’s account portfolio, consisting of stocks only, was $
Trading Securities |
| Dec 31, 2022 |
|
| Dec 31, 2021 |
| ||
Stocks |
| $ |
|
| $ |
| ||
NOTE 5 – CAPITAL LEASES
During the period ending December 31, 2022, the Company paid an aggregate of $
The following is a schedule of the net book value of the finance lease.
Assets |
| December 31, 2022 |
| |
Leased equipment under finance lease, |
| $ |
| |
less accumulated amortization |
|
| ( | ) |
Net |
| $ |
| |
| F-14 |
| Table of Contents |
Liabilities |
| December 31, 2022 |
| |
Obligations under finance lease (current) |
| $ |
| |
Obligations under finance lease (noncurrent) |
|
|
| |
Total |
| $ |
| |
The following is a schedule, by years, of future minimum lease payments required under finance leases.
Years ended December 31 |
| Finance Leases |
| |
|
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| |
2023 |
|
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| |
Thereafter |
|
|
| |
Total |
|
|
|
|
Less: Imputed Interest |
|
|
| |
Total Liability |
|
|
| |
NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES
As of December 31, 2022 and 2021, the Company had unamortized discount of $
The Company analyzed the below convertible notes for derivatives noting none. The Company evaluated these convertible notes for beneficial conversion features and concluded that the beneficial conversion features resulted in a debt discount in the amount of $0.00, as of December 31, 2022.
|
| Original |
| Due |
| Interest |
|
| Conversion |
|
| Dec. 31, |
| |||
Name |
| Note Date |
| Date |
| Rate |
|
| Rate |
|
| 2022 |
| |||
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| |||
Related Party Notes Payable: |
|
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|
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|
|
|
|
|
|
| |||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Willy A. Saint-Hilaire |
| 02/28/2022 |
| 02/28/2023 |
|
| 12 | % |
| $ |
|
|
|
| ||
Mohammad Sadrolashrafi |
|
|
|
| % |
|
|
|
|
|
|
| ||||
Total Related Party Notes Payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Related Party Convertible Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Jamie Hadfield |
|
|
|
| % |
| $ |
|
|
|
| |||||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Shahram Khial |
|
|
|
| % |
| $ |
|
|
| - |
| ||||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Willy A. Saint-Hilaire |
|
|
|
| 0 | % |
| $ |
|
|
|
| ||||
Mohammad Sadrolashrafi |
|
|
|
| % |
| $ |
|
|
|
| |||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
|
|
|
|
| $ |
| ||||
Total Convertible Related Party Notes Payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Less: Debt Discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Convertible Notes Payable, net of Discount - Related Party |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| F-15 |
| Table of Contents |
Willy Ariel Saint-Hilaire
On March 12, 2021, the Company entered into a promissory note with Willy A. Saint-Hilaire in the amount of $
On April 6, 2021, the Company entered into a promissory note with Willy A. Saint-Hilaire in the amount of $
On April 16, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $
On April 21, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $
On April 30, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $
On May 4, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $
On May 21, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $
On February 28, 2022, the Company entered into a promissory note with Willy A. Saint-Hilaire in the amount of $
| F-16 |
| Table of Contents |
Shahram Khial
On April 22, 2021, the Company entered into a convertible promissory note with Shahram Khial in the amount of $
Jamie Hadfield
On April 7, 2022, the Company entered into a promissory note with Jamie Hadfield in the amount of $
Mohammad Sadrolashrafi
On September 9, 2022, the Company entered into a promissory note with Mohammad Sadrolashrafi in the amount of $
On November 17, 2022, the Company entered into a promissory note with Mohammad Sadrolashrafi in the amount of $
Mike Zaman Irrevocable Trust
On December 25, 2022, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
Period ending December 31, 2021
|
| Original |
| Due |
| Interest |
|
| Conversion |
|
| Dec. 31, |
| |||
Name |
| Note Date |
| Date |
| Rate |
|
| Rate |
|
| 2021 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Related Party Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Related Party Convertible Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Shahram Khial |
|
|
|
| % |
| $ |
|
|
|
| |||||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Willy A. Saint-Hilaire |
|
|
|
| % |
| $ |
|
|
|
| |||||
Willy A. Saint-Hilaire |
|
|
|
| 0 | % |
| $ |
|
|
|
| ||||
Total Convertible Related Party Notes Payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Less: Debt Discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Convertible Notes Payable, net of Discount - Related Party |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Party Non-Convertible Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Small Business Administration – EIDL |
|
|
|
| % |
|
|
|
|
| $ |
| ||||
Total Third Party Non-Convertible Notes Payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| F-17 |
| Table of Contents |
NOTE 7 – COMMITMENTS AND CONTINGENCIES
The Company is obligated for payments under related party notes payable and automobiles lease payments.
The Company agreed to pay the automobile lease of $
The Company entered into an agreement, effective January 1, 2020, to pay Arnulfo Saucedo-Bardan $
On February 13, 2020, Munti Consulting LLC was issued a warrant at a price of $
On March 13, 2020, BBCKQK Trust Kevin Wiltz was issued a warrant at a price of $
On March 13, 2020, Willy Ariel Saint-Hilaire was issued a warrant at a price of $
On April 1, 2020, Addicted 2 Marketing LLC was issued a warrant at a price of $
On April 28, 2020, Shahram Khial was issued a warrant at a price of $
On May 4, 2020, Arnulfo Saucedo- Bardan was issued a warrant at a price of $
On May 7, 2020, Arnold F. Sock was issued a warrant at a price of $
On May 7, 2020 Rudy Chacon was issued a warrant at a price of $
On May 7, 2020, Sadegh Salmassi was issued a warrant at a price of $
On May 8, 2020, Glen J. Rineer was issued a warrant at a price of $
On May 8, 2020 Barry Cohen was issued a warrant at a price of $
On May 8, 2020, Malcolm Ziman was issued a warrant at a price of $
| F-18 |
| Table of Contents |
On May 8, 2020 Brett Matus was issued a warrant at a price of $
On May 8, 2020 Brian D. Colvin was issued a warrant at a price of $
On May 8, 2020 Jacob Colvin was issued a warrant at a price of $
On May 11, 2020, Mohammad Sadrolashrafi was issued a warrant at a price of $
On May 13, 2020 Steven A. Fishman was issued a warrant at a price of $0.000025 per share ($
On May 13, 2020 Wendell and Sharon Piper was issued a warrant at a price of $
On May 19, 2020 Joan R. Saint-Hilaire was issued a warrant at a price of $
On May 19, 2020 Marvin A Saint-Hilaire was issued a warrant at a price of $
On May 20, 2020 Willy Rafael Saint-Hilaire was issued a warrant at a price of $
On May 27, 2020 James Bobrik was issued a warrant at a price of $
On May 28, 2020 Richard R Shehane was issued a warrant at a price of $
On May 29, 2020 Ybelka Saint-Hilaire was issued a warrant at a price of $
On June 3, 2020, Jeffery Connell was issued a warrant at a price of $
On June 8, 2020 Hassan M. Oji was issued a warrant at a price of $
On June 9, 2020, Kim Smith was issued a warrant at a price of $
On June 12, 2020 Violet Gewerter was issued a warrant at a price of $
On June 16, 2020, Roy S Worbets was issued a warrant at a price of $
On June 19, 2020, Elvis E. Saint-Hilaire was issued a warrant at a price of $
| F-19 |
| Table of Contents |
On June 30, 2020, Chris Knudsen was issued a warrant at a price of $
On July 1, 2020, Theresa Kitt was issued a warrant at a price of $
On July 1, 2020, Donald Kitt was issued a warrant at a price of $
On July 10, 2020, Shahram Khial was issued a warrant at a price of $
On August 13, 2020, Monireh Sepahpour was issued a warrant at a price of $
On August 18, 2020, Monica Shayestehpour was issued a warrant at a price of $
On September 2, 2020, Hongsing Phou was issued a warrant at a price of $
On September 8, 2020, Pejham Khial was issued a warrant at a price of $
On September 15, 2020, Salvatore Marasa was issued a warrant at a price of $
On September 21, 2020, Richard W. LeAndro was issued a warrant at a price of $
On September 21, 2020, Richard W. LeAndro Jr was issued a warrant at a price of $
On September 25, 2020, Seyed M. Javad was issued a warrant at a price of $
On October 6, 2020, Nasrin Montazer was issued a warrant at a price of $
On October 13, 2020, Jagjit Dhaliwal was issued a warrant at a price of $
Om January 3, 2021, Marjan Tina and Reno Suwarno was issued a warrant at a price of $
| F-20 |
| Table of Contents |
Summary of Warrants Issued:
Issue Date |
|
| Issued To |
| Shares |
|
| Exercise price per share |
|
| Warrant price per share |
|
| Total Paid for Warrants |
| |||||
|
| Munti Consulting LLC |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| BBCKQK Trust Kevin Wiltz |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Addicted 2 Marketing LLC |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Arnold F Sock |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Rudy Chacon |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Sadegh Salmassi |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Glen J Rineer |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Barry Cohen |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Steven A Fishman |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Wendell & Sharon Piper |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| James Bobrik |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Richard R Shehane |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Jeffery Connell |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Hassan M Oji |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Kim Smith |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Violet Gewerter |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Roy S Worbets |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Chris Knudsen |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Donald Kitt |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Monireh Sepahpour |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Monica Shayestehpour |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Hongsing Phou |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Pejham Khial |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Salvatore Marasa |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Richard W LeAndro |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Richard W LeAndro Jr |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Seyed M Javad |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Nasrin Montazer |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Jagjit Dhaliwal |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
| Marjan Tina and Reno Suwarno |
|
|
|
| $ |
|
| $ |
|
| $ |
| ||||||
|
|
| Total: |
|
|
|
|
|
|
|
|
|
|
|
| $ |
| |||
Related Party: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Willy A Saint-Hilaire |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Shahram Khial |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Mike Zaman |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Montse Zaman |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Malcolm Ziman |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Brett Matus |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Mohammad Sadrolashrafi |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Arnulfo Saucedo-Bardan |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Brian D. Colvin |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Jacob Colvin |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Joan R Saint-Hilaire |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Marvin A. Saint-Hilaire |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Willy Rafael Saint-Hilaire |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Ybelka Saint-Hilaire |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Kenneth Cornell Bosket |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Elvis E Saint-Hilaire |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Theresa Kitt |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
| Shahram Khial |
|
|
|
| $ |
|
| $ |
|
| $ |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| F-21 |
| Table of Contents |
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 February 28, 2022, the Company entered into a promissory note with Willy A. Saint-Hilaire in the amount of $
On March 13, 2022, the Company entered into a Services Agreement with American Video Teleconferencing Corp (AVOT) to provide accounting services. The Company was compensated $
On March 18, 2022, American Video Teleconferencing Corp. paid the Company $
On April 7, 2022, the Company entered into a promissory note with Jamie Hadfield in the amount of $
On September 9, 2022, the Company entered into a promissory note with Mohammad Sadrolashrafi in the amount of $
On October 21, 2022, Mohammad Sadrolashrafi purchased
On October 31, 2022, A promissory note that the Company entered into on April 22, 2021, with Shahram Khial in the amount of $
On November 2, 2022, Shahram Khial purchased
On November 17, 2022, the Company entered into a promissory note with Mohammad Sadrolashrafi in the amount of $
On December 25, 2022, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
NOTE 9 – STOCKHOLDERS' EQUITY
Common Stock
During the period ending December 31, 2022, the Company issued
Third Party:
| · | On March 9, 2022, the Company issued |
| · | On May 3, 2022, the Company issued |
|
|
|
Related Party: | ||
|
|
|
| · | On October 21, 2022, the Company issued |
| · | On October 21, 2022, the Company issued |
| · | On October 31, 2022, the Company issued |
| · | On November 2, 2022, the Company issued |
| F-22 |
| Table of Contents |
During the period ended December 31, 2020, the Company granted non-qualified stock warrants purchasing up to
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
Preferred Stock
The Company has designated
NOTE 10 – INCOME TAXES
The Company follows ASC 740, Accounting for Income Taxes. During 2009, there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting, the same that is used for financial reporting purposes.
The Company did not have taxable income during 2022 or 2021.
The Company's deferred tax assets consisted of the following as of December 31, 2022 and 2021:
|
| 2022 |
|
| 2021 |
| ||
Net operating loss |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
| $ |
|
| $ |
| ||
As of December 31, 2022 and 2021, the Company's accumulated net operating loss carry forward was approximately $
NOTE 11 – SUBSEQUENT EVENTS
On January 11, 2023, the Company entered into a promissory note with Mike Zaman in the amount of $
On January 23, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On January 31, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On February 14, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On March 23, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
| F-23 |
| Table of Contents |
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There were no disagreements with accountants on accounting and financial disclosure during the relevant period.
ITEM 9A: CONTROLS & PROCEDURES
Changes in Internal Controls over Financial Reporting
We have not made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Act") (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO has concluded that the Company's disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting, which is identified below, which we view as an integral part of our disclosure controls and procedures.
| 9 |
| Table of Contents |
Management's Annual Report on Internal Control Over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act that designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses relate to the following:
| - | Lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Officers. Our Officers do not possess accounting expertise and our company does not have an audit committee. |
|
|
|
| - | Lack of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed by our Officers and the work is not reviewed by anyone. |
|
|
|
| - | Lack of expertise in accounting for and valuation of equity and marketable securities transactions. |
|
|
|
| - | Lack of controls over the identification and approval of related parties and transactions. |
These weaknesses are due to the company's lack of working capital to hire additional staff. To remedy the material weaknesses, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to the attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.
The Company's management carried out an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2022. The Company's management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company's internal control over financial reporting was not effective as of December 31, 2022.
ITEM 9B: OTHER INFORMATION
None.
| 10 |
| Table of Contents |
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Identification of Directors and Executive Officers of the Company
The following table sets forth the names and ages of all directors and executive officers of the Company and all persons nominated or chosen to become a director, indicating all positions and offices with the Company held by each such person and the period during which they have served as a director:
The principal executive officers, and directors of the Company as of December 31, 2022, are as follows:
Name | Age | Positions Held and Tenure | ||
| ||||
Mike Zaman | 66 | Chairman since 11/2013; appointed President/CEO since 7/2015 | ||
| ||||
Kenneth Cornell Bosket | 69 | Director since 06/2008; appointed to CFO since 6/2016 | ||
| ||||
Montse Zaman | 48 | Director, Secretary and Treasurer since 02/2008 | ||
| ||||
Shahram Khial |
| 72 |
| Director, Vice President of Marketing since 08/2020 |
|
|
|
|
|
Mohammad Sadrolashrafi |
| 67 |
| Director, Vice President of Operations since 08/2020 |
|
|
|
|
|
Jamie Hadfield |
| 45 |
| Director, Marketing/Merger and Acquisition Officer since 10/2021 |
|
|
|
|
|
Vinoth Sambandam |
| 31 |
| Appointed CTO since 01/2017 |
There are no family relationships between or among any Officer and Director except that Mike Zaman and Montse Zaman are husband and wife.
The Directors named above will serve until the next annual meeting of the Company's stockholders. Thereafter, Directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exist or is contemplated. There is no arrangement or understanding between the Directors and Officers of the Company and any other person pursuant to which any Director or Officer was or is to be selected as Director or Officer of the Company.
The Directors and Officers of the Company will devote their time to the Company's affairs on an "as needed" basis. As a result, the actual amount of time which each will devote to the Company's affairs is unknown and is likely to vary substantially from month to month.
The Company has no audit or compensation committee.
Business Experience: The following is a brief account of the business experience for the past five years of the directors and executive officers, indicating their principal occupations and employment during that period, and the names and principal businesses of the organizations in which such occupations and employment were carried out.
MIKE ZAMAN - Mike Zaman is the President, CEO and Chairman of the Board of the company. He was born in Tehran, Iran and moved to Florida in the 1980's where he attended Florida International University to study Computer Science. Since becoming a U.S. citizen, he has been a corporate, marketing and sales consultant for many numerous companies and has advised or consulted in the process of mergers, acquisitions, as well as the raising of capital for private and public entities. He was appointed as the Company's Chief Marketing Officer in October of 2013.
| 11 |
| Table of Contents |
KENNETH CORNELL BOSKET - Kenneth Cornell Bosket is a director and CFO of the Company. Mr. Bosket has been member of the Company’s team since June, 2008. Mr. Bosket retired in 2004 after 30 years with Sprint (Telecommunication Division). Mr. Bosket is a former Board Member and President of Bridge Counseling Associates, a mental health and substance abuse service company. His experience includes implementing appropriate procedures for positioning his organization's goals with successful teaming relationships, marketing and over 30 years of extensive customer service, as well as managing various departments, and being a western division facilitator working directly for a President of Sprint. Mr. Bosket earned a Masters of Business Administration from the University of Phoenix and a Bachelor's of Business Administration from National University.
VINOTH SAMBANDAM - Vinoth Sambandam, is the Chief Technology Officer, with several years of technical (IT) experience and has a background in BPO sector. Mr. Sambandam did his B.tech Information Technology in Dhanalakshmi College of Engineering in Chennai, India.
MONTSE ZAMAN - Montse Zaman is the corporate secretary of the Company. She worked for Zaman & Company, a private business consulting firm, as an administrative assistant. In 2008, she joined the Company. Ms. Zaman has extensive organizational experience. She has a Bachelor degree in Communications from the Instituto Superior De Ciencia Y Tecnologia A.C. in Mexico.
SHAHRAM KHIAL – Shahram Khial, Ph.D. has sound interpersonal communication skills in several languages, effective interfacing with health care institutions, communities, organizations and industries, public and private sectors within all levels of management. Mr. Khial has served on the board of directors of several private and publicly held corporations. He earned a Bachelor’s degree in Law and Political Sciences and a Maters of Public Administration Program from the University of Tehran in Tehran, Iran. Mr. Khial received his Ph.D. in Educational Administration from the University of Utah in Salt Lake City, Utah.
MOHAMMAD SADROLASHRAFI – Mohammad Sadrolashrafi P.E. has multi-disciplinary managerial, administrative and technical experience, as well as having the people kills to manage, negotiate, plan, design and to achieve the company’s strategic goals. Mr. Sadrolashrafi received his Civil Engineering, Associate Degree in Science from Northern Virginia Community College in Annandale, VA and a Civil Engineering, Bachelor of Science degree from the University of Nevada at Reno, in Reno, NV.
JAMIE HADFIELD - Jamie Hadfield is a healthcare professional with sound interpersonal communication skills, as well as a well-rounded balanced and effective individual with various managerial skills to achieve the company’s strategic goals. Jamie earned her Master’s degree in business administration from Webster University, Saint Lewis, Missouri and received her Bachelors of Science Nursing from the Regents College, Albany, New York.
SHAWN JONES - Shawn Jones is an entrepreneur that specializes in starting, building, and selling successful startup companies. Shawn earned his Bachelor of Science (BSc) in psychology from Southern Utah University in Cedar City, Utah.
CONFLICTS OF INTEREST
The Officers and Directors of the Company will devote most of their time to the Company; however, there will be occasions when the time requirements of the Company's business conflict with the demands of their other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company.
There is no procedure in place which would allow the Officers and Directors to resolve potential conflicts in an arms-length fashion. Accordingly, they will be required to use their discretion to resolve them in a manner which they consider appropriate.
| 12 |
| Table of Contents |
The Company's Officers and Directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by the Company's Officers and Directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the Company's Officers and Directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to the Company and its other shareholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of the Company and the Company's other shareholders, rather than their own personal pecuniary benefit.
The Company previously adopted a Code of Ethics in 2004. The Company has revised the Code of Ethics and is adopting a new Code of Ethics which applies to its directors as well as to its officers including its principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Ethics is attached as an Exhibit to this Report and is also available on the Company's website, www.crownequityholdings.com . A copy of the Code of Ethics is also available at no charge to anyone who may send a request in writing to the Company, addressed to its CEO, at Las Vegas, NV 89141.
Identification of Certain Significant Employees - The Company does not employ any persons who make or are expected to make significant contributions to the business of the Company.
ITEM 11: EXECUTIVE COMPENSATION
During the fiscal period 2022, the Company recorded aggregate compensation of $467,850 due to officers and directors. As of December 31, 2022, the outstanding balance due to officers and directors was $1.052,300.
During the fiscal period 2022 the Company paid its officers and directors an aggregate of $16,050. Some directors made the decision to serve as officers and/or directors without compensation upon appointment.
The following tables sets for the compensation for all officers and directors during the past three years:
DIRECTORS AND OFFICERS COMPENSATION
|
| Annual compensation |
|
|
|
|
| Long-term compensation |
|
|
|
|
|
|
| |||||||||||||||||||
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|
|
|
|
|
|
|
| Awards |
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| ||||||||||||||||||
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Other annual compensation ($) |
|
| Restricted stock award(s) ($) |
|
| Securities under- lying options/ SARs (#) |
|
| Payouts LTIP payouts ($) |
|
| All other compen- sation ($) |
|
| Total Compensation |
| ||||||||
Kenneth Cornell Bosket |
| 2022 |
|
| 60,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 60,000 |
|
CFO, Director |
| 2021 |
|
| 60,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 60,000 |
|
|
| 2020 |
|
| 60,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Montse Zaman |
| 2022 |
|
| 50,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 50,000 |
|
COO, Director |
| 2021 |
|
| 60,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 60,000 |
|
|
| 2020 |
|
| 60,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 60,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mike Zaman |
| 2022 |
|
| 240,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 240,000 |
|
CEO, Director |
| 2020 |
|
| 240,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 240,000 |
|
|
| 2019 |
|
| 240,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 240,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vinoth Sambandam |
| 2022 |
|
| 12,000 |
|
|
| - |
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 12,000 |
|
CTO |
| 2021 |
|
| 12,000 |
|
|
| - |
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 12,000 |
|
|
| 2020 |
|
| 21,756 |
|
|
| - |
|
|
| 21,756 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 43,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shawn Jones |
| 2022 |
|
| 500 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 500 |
|
|
| 2021 |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
| 2020 |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| 13 |
| Table of Contents |
Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meeting of the Board of Directors.
The Company has no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's directors or executive officers.
The Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any executive officer or director, where such plan or arrangement would result in any compensation or remuneration being paid resulting from the resignation, retirement or any other termination of such executive officer's employment or from a change-in-control of the Company or a change in such executive officer's responsibilities following a change-in-control and the amount, including all periodic payments or installments where the value of such compensation or remuneration exceeds $100,000 per executive officer.
During the last completed fiscal year, no funds were set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.
The Company has no written employment agreements.
In December, 2007, the Company adopted the Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2007. Under the Plan, 50,000 shares are reserved for issuance to employees, officers, directors, advisors, and consultants. As of December 31, 2013, 28,855 shares had been issued under the Plan. During 2014, an additional 20,500 shares were issued under the Consultants and Employees Stock Plan.
In October, 2014, the Company adopted a new Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2014. As of December 31, 2014, no shares were issued from this plan.
Termination of Employment and Change of Control Arrangement. Except as noted herein, the Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any individual named above from the latest or next preceding fiscal year, if such plan or arrangement results or will result from the resignation, retirement or any other termination of such individual's employment with the Company, or from a change in control of the Company or a change in the individual's responsibilities following a change in control.
Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended December 31, 2022, the following persons were officers, directors and more than ten-percent shareholders of the Company's common stock:
Name | Position | Filed Reports | ||
| ||||
Montse Zaman | Officer, Director | Yes |
| 14 |
| Table of Contents |
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK MATTERS
There were 13,385,047 shares of the Company' common stock issued and outstanding on December 31, 2022. There are 20,001,000 shares of preferred stock, par value $.001, of which 1,000 are designated as Series A. The 1,000 Series A preferred shares are outstanding on December 31, 2020. No other Preferred Shares are outstanding at December 31, 2020. The following tabulates holdings of shares of the Company by each person who, subject to the above, at the date of this Report, holds or record or is known by Management to own beneficially more than five percent (5%) of the Common Shares of the Company and, in addition, by all directors and officers of the Company individually and as a group.
Preferred Stock
Names and Addresses |
| Number of Preferred Shares Owned Beneficially |
|
| Percent of Preferred Beneficially Owned Shares |
| ||
|
|
|
|
|
|
| ||
Mike Zaman (1) |
|
| 1,000 |
|
|
| 100 | % |
11226 Pentland Downs Street |
|
|
|
|
|
|
|
|
Las Vegas, NV 89141 |
|
|
|
|
|
|
|
|
_______________
(1) | Denotes Officer and/or Director |
Common Stock
Names and Addresses |
| Number of Shares Owned Beneficially |
|
| Percent of Beneficially Owned Shares |
| ||
|
|
|
|
|
|
| ||
Montse Zaman (1) |
|
| 10,012,057 |
|
|
| 74.80 | % |
11226 Pentland Downs Street |
|
|
|
|
|
|
|
|
Las Vegas, NV 89141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jamie Hadfield |
|
| 400,000 |
|
|
| 2.99 | % |
1610 W 100 N 82 |
|
|
|
|
|
|
|
|
St. George, Ut 84770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vinoth Sambandam (1) |
|
| 422,244 |
|
|
| 3.16 | % |
L41A Bharathy Thasan Colony |
|
|
|
|
|
|
|
|
KK Nagar, Chennai, 600 078 India |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mohammad Sadrolashrafi |
|
| 60,124 |
|
|
| 0.45 | % |
1160 S Nevada Street |
|
|
|
|
|
|
|
|
Carson City, Nevada 89703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shahram Khial |
|
| 18,281 |
|
|
| 0.14 | % |
15030 Ventura Blvd Ste. 771 |
|
|
|
|
|
|
|
|
Sherman Oaks, California 91403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Cornell Bosket (1) |
|
| 21,022 |
|
|
| 0.16 | % |
1453 Flintrock Road |
|
|
|
|
|
|
|
|
Henderson, Nevada 89014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mike Zaman (1) |
|
| 7,476 |
|
|
| 0.06 | % |
11226 Pentland Downs Street |
|
|
|
|
|
|
|
|
Las Vegas, NV 89141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and officers as a group |
|
| 10,941,204 |
|
|
| 81.7 | % |
_______________
(1) | Denotes officer or director. |
Change in Control. There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company.
| 15 |
| Table of Contents |
Equity Compensation Plan Information
Plan Category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights |
|
| Weighted-average exercise price of outstanding options, warrants and rights |
|
| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
| |||
|
| (a) |
|
| (b) |
|
| (c) |
| |||
Equity compensation plans approved by security holders |
|
| -- |
|
|
| -- |
|
|
| 66,290,000 |
|
Equity compensation plans not approved by security holders |
|
| -- |
|
|
| -- |
|
|
| -- |
|
Total |
|
| -- |
|
|
| -- |
|
|
| 66,290,000 |
|
The Company utilizes the shares available under the Plan described above to issue shares of stock as compensation to employees, consultants and officers and directors. At the end of each quarter, the Board of Directors of the Company determines the number of shares to be issued pursuant to the Plan.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As in 2021, the Company in 2022 was provided office space by one of its officer and director at no charge. The Company believes that the provided office space is sufficient for its needs during the foreseeable future.
During the period ending December 31, 2022, the Company issued 10,000 shares of common stock from a $5,000 purchase price received from Mohammad Sadrolashraf, an officer of the Company.
| 16 |
| Table of Contents |
During the period ending December 31, 2022, the Company issued 10,124 shares of common stock that involved a conversion of debt having accrued interest at a conversion rate of fifty cents ($0.50) per share, per dollar ($1.00) owed for a total amount of $5,062 to Mohammad Sadrolashraf an officer of the Company.
During the period ending December 31, 2022, the Company issued 8,281 shares of common stock that involved a conversion of debt having accrued to interest at a conversion rate of fifty cents ($0.50) per share, per dollar ($1.00) owed for a total amount of $4,140 to Shahram Khial an officer of the Company.
During the period ending December 31, 2022, the Company issued 10,000 shares of common stock from a $5,000 purchase price received from Shahram Khial, an officer of the Company.
As of December 31, 2022, the Company had a payable to Jamie Hadfield in the amount of $10,000 The payable is unsecured with maturity date of April 7, 2023.
As of December 31, 2022, the Company had a note payable balance to Mike Zaman Irrevocable Trust for an amount of $2,000, Mike Zaman is an officer of the Company. The payable of $2,000 is unsecured with maturity date of December 25, 2023
As of December 31, 2022, the Company had remaining note payables balances to Willy A Saint-Hilaire for a total of $11,528. The payables of $900, $1,518, $1,110, $2,750, $750, and $4,500 are unsecured with maturity dates of, April 6, 2022, April 16, 2022, April 21, 2022, April 30, 2922, May 4, 2022, and February 28, 2023 respectively.
As of December 31, 2022, the Company had a payable of $719,650 to Mike Zaman, an officer of the Company, for services performed.
As of December 31, 2022, the Company had a payable of $157,150 to Kenneth Cornell Bosket, an officer of the Company, for services performed.
As of December 31, 2022, the Company had a payable of $170,000 to Montse Zaman, an officer of the Company, for services performed.
As of December 31, 2022, the Company had a payable of $5,000 to Vinoth Sambandam, an officer of the Company, for services performed.
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES
On December 19, 2018, the Company engaged M&K CPAS PLLC as the Company’s independent registered accounting firm commencing with the quarter ending March 31, 2018 through and including the fiscal year ending December 31, 2022.
|
| 2022 |
|
| 2021 |
| ||
Audit fees |
| $ | 18,000 |
|
| $ | 21,650 |
|
Audit related fees |
|
| - |
|
|
| - |
|
Tax fees |
|
| - |
|
|
| - |
|
All other fees |
|
| - |
|
|
| - |
|
Audit fees represent the professional services rendered for the audit of our annual financial statements and the review of our financial statements included in quarterly reports, along with services normally provided by the accounting firm in connection with statutory and regulatory filings or engagements. Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning. All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for in the other categories.
| 17 |
| Table of Contents |
PART IV
ITEM 15: EXHIBITS
EXHIBITS FILED WITH THIS REPORT
Exhibits required by Item 601 of Regulation S-K. The following exhibits are filed as a part of, or incorporated by reference into, this Report.
Exhibit Number | Description | |
|
|
|
|
|
|
|
|
|
|
|
|
101** |
| Interactive data files pursuant to Rule 405 of Regulation S-T. |
|
|
|
101.INS** |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
|
|
|
101.SCH** |
| Inline XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
101.LAB** |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
|
|
|
101.PRE** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
104** |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* | Exhibit filed herewith |
** | XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
| 18 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Las Vegas, State of Nevada, on March 31, 2023.
CROWN EQUITY HOLDINGS, INC. | |||
By: | /s/ Mike Zaman | ||
Mike Zaman | |||
Chief Executive Officer | |||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 31, 2023.
Signature | Title |
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/s/ Mike Zaman | Director, Chief Executive Officer |
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Mike Zaman |
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/s/ Montse Zaman | Director, Secretary and Treasurer |
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Montse Zaman |
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/s/ Kenneth Cornell Bosket | Director, Chief Financial Officer (Principal |
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Kenneth Cornell Bosket | Financial Officer), Principal Accounting Officer |
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EXHIBIT 3.1
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EXHIBIT 3.2
EXHIBIT 31.1
FORM OF CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
CERTIFICATION
I, Mike Zaman, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Crown Equity Holdings Inc.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and | |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: March 31, 2023 | By: | /s/ Mike Zaman | |
| Mike Zaman | |||
| President/CEO |
EXHIBIT 31.2
FORM OF CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
CERTIFICATION
I, Kenneth Bosket, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Crown Equity Holdings Inc.; |
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| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and | |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: March 31, 2023 | By: | /s/ Kenneth Bosket | |
| Kenneth Bosket | |||
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Crown Equity Holdings Inc. on Form 10-K for the period ended December 31, 2022, as filed with the Securities and Exchange Commission (the "Report") Mike Zaman, Chief Executive Officer of the Company, does hereby certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: March 31, 2023 | By: | /s/ Mike Zaman | |
| Mike Zaman | |||
| Chief Executive Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
EXHIBIT 32.2
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Crown Equity Holdings Inc. on Form 10-K for the period ended December 31, 2022, as filed with the Securities and Exchange Commission (the "Report") Kenneth Bosket, Chief Financial Officer of the Company, does hereby certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: March 31, 2023 | By: | /s/ Kenneth Bosket | |
| Kenneth Bosket | |||
| Chief Executive Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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