Crown Equity Holdings, Inc. - Quarter Report: 2009 June (Form 10-Q)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended June 30, 2009
OR
¨TRANSITION REPORT UNDER SECTION 13 OF
15(d) OF THE EXCHANGE ACT OF 1934
From the
transition period from ___________ to ____________.
Commission
File Number 000-29935
CROWN EQUITY HOLDINGS
INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
33-0677140
(State or
other jurisdiction of incorporation or organization)(IRS Employer Identification
No.)
9663 St Claude Avenue Las
Vegas NV 89148
(Address
of principal executive offices)
(702)
448-1543
(Issuer's
telephone number)
N/A
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the Company (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days: Yes : x No:
¨
Indicate
by check mark whether the Company is a large accelerated filer, an accelerated
file, non-accelerated filer, or a smaller reporting company.
|
Large
accelerated filer ¨
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Accelerated
filed ¨
|
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Non-accelerated
filer ¨
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Smaller
reporting company x
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Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2
of the Exchange Act).
Yes ¨ No x
As of August 7, 2009, there were
72,090,632 shares of Common Stock of the issuer
outstanding.
TABLE
OF CONTENTS
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Page
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PART
I: FINANCIAL INFORMATION
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Item
1. Financial Statements (Unaudited)
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3
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Balance
Sheets as of June 30, 2009 and December 31, 2008
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3
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Statements
of Operations For the Three and Six Months Ended June 30, 2009 and
2008
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4
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Statements
of Cash Flows For the Six Months Ended June 30, 2009 and
2008
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5
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Notes
to Financial Statements
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6
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Item
2. Management’s Discussion and Analysis and Plan of
Operation
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8
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Item
3. Quantitative and Qualitative Disclosures About Market
Risk
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9
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Item
4T. Controls and Procedures
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9
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PART
II: OTHER INFORMATION
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Item
1. Legal Proceedings
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10
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Item
1A. Risk Factors
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10
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Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
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10
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Item
3. Defaults upon Senior Securities
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10
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Item
4. Submission of Matters to a vote of Security
Holders
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10
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Item
5. Other Information
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11
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Item
6. Exhibits
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11
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Signatures
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11
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2
Crown
Equity Holdings Inc.
CONSOLIDATED
BALANCE SHEETS
(Unaudited)
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June
30,
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December
31,
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|||||||
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2009
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2008
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|||||||
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Assets
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Current
assets
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Cash
and cash equivalents
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$ | 12,088 | $ | 2,898 | ||||
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Fixed
assets
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Equipment
(net)
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34,411 | 43,373 | ||||||
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Total
Assets
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$ | 46,499 | $ | 46,271 | ||||
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Liabilities
& Stockholder's Deficit
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Current
liabilities
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||||||||
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Accounts
payable and accrued expenses
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$ | 25,920 | $ | 40,393 | ||||
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Accounts
payable - related party
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68,738 | 74,718 | ||||||
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Advances
from related parties
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75,752 | 85,915 | ||||||
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Accrued
interest
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2,950 | — | ||||||
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Salaries
payable
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20,150 | 23,000 | ||||||
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Note
payable - related party
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53,860 | 51,210 | ||||||
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Note
payable
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15,700 | 13,700 | ||||||
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Total
current liabilities
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263,070 | 288,936 | ||||||
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Stockholder's
Deficit
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Common
stock, $.001 par value, 500,000,0000 shares authorized, 72,090,632 and
69,199,632 shares issued and outstanding
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72,091 | 69,200 | ||||||
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Additional-paid-in-capital
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6,309,113 | 6,030,904 | ||||||
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Accumulated
deficit
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(6,597,775 | ) | (6,342,769 | ) | ||||
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Total
stockholder's deficit
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(216,571 | ) | (242,665 | ) | ||||
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Total
Liabilities & Stockholders’ Deficit
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$ | 46,499 | $ | 46,271 | ||||
The
accompanying notes are an integral part of the financial
statements
3
Crown
Equity Holdings Inc.
CONSOLIDATED
STATEMENTS OF OPERATIONS
Three
and Six month periods ended June 30, 2009 and 2008
(Unaudited)
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Three Months
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Six Months
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2009
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2008
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2009
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2008
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Revenue
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$ | 78,213 | $ | 10,549 | $ | 84,357 | $ | 11,121 | ||||||||
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Cost
of goods sold
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(529 | ) | (13,677 | ) | (1,893 | ) | (13,677 | ) | ||||||||
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Gross
margin
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77,684 | (3,128 | ) | 82,464 | (2,556 | ) | ||||||||||
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Expenses:
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General
and administrative
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61,503 | 114,811 | 315,487 | 153,282 | ||||||||||||
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Depreciation
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6,428 | — | 12,773 | 12,690 | ||||||||||||
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Operating
income(loss)
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9,753 | (117,939 | ) | (245,796 | ) | (168,528 | ) | |||||||||
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Other
Income (expense):
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||||||||||||||||
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Other
income
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438 | — | 438 | — | ||||||||||||
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Realized
(loss) on securities
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(9,724 | ) | — | (9,724 | ) | — | ||||||||||
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Gain
on accounts payable forgiveness
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- | — | 1,319 | — | ||||||||||||
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Interest
expense
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(475 | ) | (950 | ) | (1,243 | ) | (950 | ) | ||||||||
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Total
other income(expense)
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(9,761 | ) | (950 | ) | (9,210 | ) | (950 | ) | ||||||||
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Net
income(loss)
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$ | (8 | ) | $ | (118,889 | ) | $ | (255,006 | ) | $ | (169,478 | ) | ||||
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Net
income(loss) per share (basic and diluted):
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||
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Weighted
average shares outstanding (basic and diluted):
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72,038,984 | 68,429,558 | 71,190,555 | 68,501,491 | ||||||||||||
The
accompanying notes are an integral part of the financial
statements
4
Crown
Equity Holdings Inc.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Six
month periods ended June 30, 2009 and June 30, 2008
(Unaudited)
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2009
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2008
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
loss
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$ | (255,006 | ) | $ | (169,478 | ) | ||
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Adjustments
to reconcile net loss to cash used in operating
activities:
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Depreciation
expense
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12,773 | 12,690 | ||||||
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Stock
for services
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225,100 | 64,134 | ||||||
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Gain
on accounts payable forgiveness
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(1,319 | ) | — | |||||
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Net
Change in:
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Accounts
payable and accrued expenses
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(4,203 | ) | 21,350 | |||||
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Accounts
payable - related party
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(5,981 | ) | (15,000 | ) | ||||
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Accrued
salaries
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20,150 | — | ||||||
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TOTAL
CASH FLOWS USED IN OPERATING ACTIVITIES
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(8,486 | ) | (86,304 | ) | ||||
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CASH
FLOWS USED IN INVESTING ACTIVITIES
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Cash
paid for purchase of fixed assets
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(1,811 | ) | - | |||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Advances
from related party, net
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(10,163 | ) | 48,479 | |||||
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Proceeds
from sale of stock
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25,000 | — | ||||||
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Proceeds
from notes payable
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2,000 | — | ||||||
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Notes
payable-related party
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2,650 | (10,000 | ) | |||||
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TOTAL
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
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19,487 | 38,479 | ||||||
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Net
Increase (Decrease) in Cash
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9,190 | (47,825 | ) | |||||
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Cash,
beginning of period
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2,898 | 48,952 | ||||||
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Cash,
end of period
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$ | 12,088 | $ | 1,127 | ||||
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SUPPLEMENTAL
CASH FLOW INFORMATION
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Interest
paid
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$ | - | $ | - | ||||
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Income
taxes paid
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- | - | ||||||
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Non
Monetary transactions
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Common
stock for accounts payable and accrued liabilities
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29,000 | - | ||||||
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Common
Stock for vehicle
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2,000 | |||||||
The
accompanying notes are an integral part of the financial
statements
5
Crown
Equity Holdings Inc.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 -
BASIS OF PRESENTATION
The
accompanying unaudited interim consolidated financial statements of Crown Equity
Holdings Inc. (“Crown Equity”) have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission (“SEC”), and should be read in
conjunction with the audited consolidated financial statements and notes thereto
contained in Crown Equity’s December 31, 2008 Annual Report filed with the SEC
on Form 10-K. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
end December 31, 2008 as reported on Form 10-K, have been omitted.
NOTE 2 -
GOING CONCERN
As shown
in the accompanying financial statements, we incurred a net loss during the six
months ended June 30, 2009, have an accumulated deficit and a working capital
deficit as of June 30, 2009. These conditions raise substantial doubt as to our
ability to continue as a going concern. Management is trying to raise additional
capital through sales of common stock. The financial statements do not include
any adjustments that might be necessary if we are unable to continue as a going
concern.
NOTE 3 -
RELATED PARTY TRANSACTIONS
Crown
Partners, Inc., the majority shareholder of Crown Equity, has advanced funds for
Crown Equity's operations. There are outstanding balances of $53,063 under
advances from related party as of June 30, 2009 and $63,226 as of December 31,
2008.
Crown
Equity’s Chief Financial Officer has advanced Crown Equity money for various
purposes. As of June 30, 2009 Crown Equity was indebted to the Chief Financial
Officer for notes payable of $53,860, advances of $22,689 and accounts payable
of $12,841 for a total indebtedness of $89,390.
During
the six months ended, June 30, 2009 Crown Equity issued 1,980,000 shares of
common stock to four related parties for compensation with a value of
$198,000
6
NOTE 4 –
COMMON STOCK
During
the six months ended June 30, 2009 Crown Equity issued 2,891,000 shares of
common stock between $0.02 to $0.10 per share. The shares were issued as
follows:
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·
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250,000
issued for cash of $25,000
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·
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60,000
issued for accounts payable of
$6,000
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·
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230,000
issued for accrued compensation payable of
$23,000
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·
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2,251,000
issued for compensation of $225,100
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·
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100,000
issued for purchasing a vehicle from a related party for
$2,000
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Note 6 -
CONTINGENCIES
There is
pending litigation in Arizona small claims court - Strojnik v. Crown Equity
Holdings, Inc. and Crown Partners, Inc. Crown Equity has assessed the
outcome of a loss as remote and furthermore the maximum liability in small
claims court is $2,500. Crown has not accrued any amounts related to
this contingency.
7
Item
2. MANAGEMENT’S DISCUSSION AND ANALYSIS
This
report contains 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. Crown Equity’s actual results
could differ materially from those set forth on the forward looking statements
as a result of the risks set forth in Crown Equity’s filings with the
Securities and Exchange Commission, general economic conditions, and changes in
the assumptions used in making such forward looking statements.
OVERVIEW
Crown
Equity Holdings Inc. (the "Crown Equity" or "CEH") was incorporated on August
31, 1995 as "Visioneering Corporation" under the laws of
the State of Nevada, to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers
and acquisitions.
In 2007,
Crown Equity, through its wholly-owned subsidiary, Crown Trading Systems, Inc.
(“CTS”), a Nevada corporation, began to develop, sell, and produce computer
systems which are capable of running multiple monitors from one
computer. At present, CTS is able to run 16 monitors off one
CPU. In late, 2007, CTS began to attend trade shows and started
selling these systems. For the six months ended June 30, 2009, CEH
had revenues of approximately $84,357.
On June
18, 2009 Crown Trading Systems, Inc was dissolved and the business became part
of Crown Equity.
Additionally,
CTS has entered into reseller and distribution agreements with over 30 wholesale
and retail computer components to sell their products on CTS’s website,
www.crowntradingsystems.com.
Crown
Equity is offering its services to companies or individuals looking to go public
in the United States. It has launched a website,
www.crownequityholdings.com, which offers its services in a wide range of
fields.
Crown
Equity’s office is located at 9663 St Claude, Las Vegas, Nevada
89148.
As of
June 30, 2009, Crown Equity had no employees but was utilizing the services of
independent contractors and consultants.
RESULTS
OF OPERATIONS
For the
six months ended June 30, 2009 and 2008, we had revenues of $84,357 and $11,121
respectively, for a net loss of $255,006 and $ 169,478, respectively. For the
three months period ending June 2009 and 2008 revenues were $78,213 and $10,549
with a net loss of $8 and $118,889 respectively. General and administrative
expense increased to $315,487 for the six months ended June 30, 2009 as compared
to $153,282 for the same period in 2008 and decreased to $61,503 compared to
$114,811 for the three months of the same periods. Interest expense
incurred during the six month period ending June 30, 2009 was $1,243 compared
$950 and for the respective three months was $475 in 2009 and $950 for the same
period for 2008. Depreciation for the three and six months period ending June
30, 2009 was $6,428 and $12,773 compared to zero and $12,690 for the same
periods in 2008. The increase in general and administrative expense was
primarily attributable to Crown Equity’s growing operations and stock issued for
services during the period ending June 30, 2009.
8
Crown
Equity will attempt to carry out its business plan as discussed above; however,
it 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
At June
30, 2009, Crown Equity had current assets of $12,088 and current liabilities of
$263,070, resulting in a working capital deficit of
$250,982. Shareholders' deficit as of June 30, 2009 was $216,571.
Further, there exist no agreements or understandings with regard to loan
agreements by or with the Officers, Directors, principals, affiliates or
shareholders of Crown Equity.
Our
existing capital is not sufficient to meet Crown Equity's cash needs, including
the costs of compliance with the continuing reporting requirements of the
Securities Exchange Act of 1934, as amended. As shown in the
accompanying financial statements, Crown Equity incurred a net loss of $255,006
for the six months ended June 30, 2009, has an accumulated deficit of $6,597,775
and a working capital deficit of $250,982 as of June 30, 2009. These conditions
raise substantial doubt as to Crown Equity's ability to continue as a going
concern. Management is trying to raise additional capital through sales of
common stock. The financial statements do not include any adjustments that might
be necessary if Crown Equity is unable to continue as a going
concern.
EMPLOYEES
As of
June 30, 2009, Crown Equity had no employees.
ITEM
3. CONTROLS AND PROCEDURES
As a “smaller reporting company” as defined by Item 10 of Regulation
S-K, Crown Equity
is not required to provide
information required under
this
Item.
ITEM
4T: CONTROLS AND PROCEDURES
(a) Evaluation
of Disclosure Controls and Procedures
Based on
their evaluation of our disclosure controls and procedures(as defined in Rule
13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our
principal executive officer and principal financial officer have concluded that
as of the end of the period covered by this quarterly report on Form 10-Q such
disclosure controls and procedures were not effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms because
of the identification of a material weakness in our internal control over
financial reporting which we view as an integral part of our disclosure controls
and procedures. The material weakness relates to the lack of segregation of
duties in financial reporting, as our financial reporting and all accounting
functions are performed by an external consultant with no oversight by a
professional with accounting expertise. Our CEO and CFO do not possess
accounting expertise and our company does not have an audit committee.
This weakness is due to the company’s lack of working capital to hire additional
staff. To remedy this material weakness, we intend to engage another
accountant to assist with financial reporting as soon as our finances will
allow.
9
Changes
in Internal Control over Financial Reporting
Except as
noted above, there have been no changes in our internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II –
OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
There is
pending litigation in Arizona small claims court - Strojnik v. Crown Equity
Holdings, Inc. and Crown Partners, Inc. Crown Equity has assessed the
outcome of a loss as remote and furthermore the maximum liability in small
claims court is $2,500. Crown has not accrued any amounts related to
this contingency.
ITEM
1A. RISK FACTORS.
There
have been no material changes to Crown Equity’s risk factors as previously
disclosed in our most recent 10-K filing for the year ending December 31,
2008.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
During
the six months ended June 30, 2009 Crown Equity issued 2,891,000 shares of
common stock between $0.02 to $0.10 per share. The shares were issued as
follows:
|
|
·
|
250,000
issued for cash
|
|
|
·
|
60,000
issued for accounts payable
|
|
|
·
|
230,000
issued for accrued compensation
payable
|
|
|
·
|
2,251,000
issued for compensation
|
|
|
·
|
100,000
issued for purchasing a vehicle
|
ITEM 3. DEFAULTS
UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
10
ITEM 5. OTHER
INFORMATION.
There
were no reports on Form 8-K filed during the quarter ended June 30,
2009.
ITEM 6.
EXHIBITS
EXHIBIT
31.1 Certification of Principal Executive Officer and Principal Financial
Officer
EXHIBIT
32 Certification of Compliance to Sarbanes-Oxley
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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CROWN
EQUITY HOLDINGS INC.
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By /s/ Kenneth Bosket
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||
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Kenneth
Bosket, CEO
|
||
|
By
/s/ Montse Zaman
|
||
|
Montse
Zaman, CFO
|
||
Date:
August 7, 2009
11