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Crown Equity Holdings, Inc. - Annual Report: 2021 (Form 10-K)

crwe_10k.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2021

 

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

 

For the transition period from ___________ to ___________.

 

Commission File Number: 000-29935

 

CROWN EQUITY HOLDINGS INC.

 

Nevada

 

33-0677140

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification Number)

 

11226 Pentland Downs Street, Las Vegas, NV 89141

(Address of principal executive offices) (Zip Code)

 

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

 

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

 

Name of each exchange on which registered: None.

 

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

 

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

 

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

 

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

 

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.) Yes No ☐

 

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

Non-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 ☐ No

 

The aggregate number of shares of the voting stock held by non-affiliates on June 30, 2021 was 2,395,543. The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $4,192,200. For the purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.

 

The number of shares outstanding of the Company's $.001 Par Value Common Stock as of March 08, 2022, was 13,318,642.

 

DOCUMENTS INCORPORATED BY REFERENCE: None.

 

 

 

 

 

TABLE OF CONTENTS

 

PART I

 

 

 

 

 

 

 

 

DISCLOSURE REGARDING FORWARD LOOKING STATEMENT

 

3

 

 

 

 

 

 

ITEM 1

Business

 

3

 

ITEM 1A

Risk Factors

 

5

 

ITEM 1B

Unresolved Staff Comments

 

5

 

ITEM 2

Properties

 

5

 

ITEM 3

Legal Proceedings

 

5

 

ITEM 4

Mine Safety Disclosures

 

5

 

 

 

 

 

 

PART II

 

 

 

ITEM 5

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

 

6

 

ITEM 6

Selected Financial Data

 

6

 

ITEM 7

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

 

6

 

ITEM 8

Financial Statements and Supplementary Data

 

7

 

ITEM 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

8

 

ITEM 9A

Controls and Procedures

 

8

 

ITEM 9B

Other Information

 

9

 

 

 

 

 

 

PART III

 

 

 

 

ITEM 10

Directors and Executive Officers, and Corporate Governance

 

12

 

ITEM 11

Executive Compensation

 

13

 

ITEM 12

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

 

14

 

ITEM 13

Certain Relationships and Related Transactions

 

17

 

ITEM 14

Principal Accounting Fees and Services

 

17

 

 

 

 

 

 

PART IV

 

 

 

 

ITEM 15

Exhibits

 

18

 

SIGNATURES

 

19

 

 

 
2

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;

 

·

the inability to carry out plans and strategies as expected

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

a general reduction in the demand for our services;

 

·

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

 

·

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

 

·

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

 

·

the recognition of tax benefits related to uncertain tax positions;

 

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

 

 
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Table of Contents

 

ITEM 1: BUSINESS

 

A) General

 

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

 

In 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, 2021, 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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Table of Contents

 

PART II

 

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The Company's common stock is currently traded on the OTC Electronic Bulletin Board in the United States, having the trading symbol "CRWE" and CUSIP #22834M305. The Company's stock is traded on the OTC Electronic Bulletin Board. As of December 31, 2021, the Company had 13,318,642 shares of its common stock issued and outstanding of which 10,923,099 were held by affiliates.

 

The following table reflects the high and low quarterly bid prices for the fiscal years ended December 31, 2021 and 2020.

 

Period

 

High

 

 

Low

 

1st Qtr. 2021

 

 

3.96

 

 

 

0.25

 

2nd Qtr. 2021

 

 

3.25

 

 

 

1.25

 

3rd. Qtr. 2021

 

 

1.75

 

 

 

1.00

 

4th Qtr. 2021

 

 

2.49

 

 

 

1.50

 

1st Qtr. 2020

 

 

1.25

 

 

 

0.75

 

2nd Qtr. 2020

 

 

1.25

 

 

 

0.54

 

3rd. Qtr. 2020

 

 

5.25

 

 

 

1.00

 

4th Qtr. 2020

 

 

4.50

 

 

 

1.00

 

 

These quotations may reflect inter-dealer prices without retail mark-up/mark-down/commission and may not reflect actual transactions.

 

As of December 31, 2021, the Company estimates there are approximately 110 "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 20,000,000 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, 2021 and 2020 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.

 

The Company continues to search for additional areas in which it can generate revenue so that the Company will become profitable but there can be no guarantee that profitability will be achieved in the near- or long-term. 

 

 
6

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

 

LIQUIDITY AND CAPITAL RESOURCES

 

Since inception, the Company's most significant change in liquidity or capital resources or stockholders' equity has been receipts of proceeds from offerings of its capital stock. The revenue transaction does not reflect the ability of the Company to fund itself without outside sources in the future. Further, there exist no agreements or understandings with regard to loan agreements by or with the Officers, Directors, principals, affiliates or shareholders of the Company. In the past, officers and directors of the Company have lent or advanced monies to the Company to fund operations, there are no formal agreements or arrangements for them to continue to do so. As of December 31, 2021, the Company has $4,320 in cash, $325,794 held in brokerage accounts and $2,414 of long-term debt.

 

On December 31, 2021, the Company had negative working capital of $681,164 which consisted of current assets of $330,114 and current liabilities of $1,011,278. The current liabilities of the Company on December 31, 2021 are composed of accounts payable and accrued expenses of $139,979, accounts payable and accrued expenses and notes payable to related party of $830,790 and $22,340, respectively, deferred revenue from related party $0 current portion of long-term debt of $2,414.

 

Cash flows used in operating activities during the year ended December 31, 2021 was $18,693 compared to cash flow used of $72,957 for the same period in 2020.

 

Cash flows used in investing activities were $200,000 and $174,597 for the years ended December 31, 2021 and December 31, 2020 respectively.

 

Cash flows provided by financing activities was $182,580 for the year ended December 31, 2021 compared to $249,604 for the same period in 2020. The financing activities in 2021 consisted mostly of proceeds from sale of stock.

 

As of December 31, 2021, the Company had total assets of $340,134 and total liabilities of $1,013,692. Stockholders' deficit as of December 31, 2021 was $673,558 compared to a deficit of $443,796 on December 31, 2020. 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, 2021 to the Year Ended December 31, 2020

 

REVENUES

 

Sales for the year ended December 31, 2021 were $15,660 compared to $7,948 for the year ended December 31, 2020, an increase of $7,712. Of the $15,660 revenue in 2021, $11,483 was from related parties.

 

 
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OPERATING EXPENSES

 

During the year ended December 31, 2021, we incurred $513,443 in operating expenses, compared to $639,820 in the same period ended December 31, 2020, a decrease of $126,378 mainly due to increase in administrative contract expenses.

 

OTHER INCOME AND EXPENSES

 

During the year ended December 31, 2021, we incurred other expenses of $46,990, consisting of interest expense of $5,466, amortization of the beneficial conversion feature of our convertible notes of $14,805, investment expense of $2,008 and loss on settlement of accounts payable of $0. During the year ended December 31, 2020, we incurred other expenses of $542,796, consisting of interest expense of $7,461, amortization of the beneficial conversion feature of our convertible notes of $8,370, investment expense of $17,000 and loss on settlement of accounts payable of $543,987.

 

During the year ended December 31, 2021, we had other income of $65,168 from gains realized on stocks held.

 

NET LOSS

 

The Company had a net loss for the year ended December 31, 2021 of $450,793 compared to a net loss of $1,174,015 for the year ended December 31, 2020, a decrease of $723,222 mainly due to the decrease in administrative contract expenses and loss on settlement of accounts payable for services.

 

 
8

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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS

 

 

 

 

PAGE

 

 

 

 

 

Report of Independent Registered Public Accounting Firm (ID: 2738)

F-1

Balance Sheets as of December 31, 2021 and 2020

F-3

Statements of Operations for the Years Ended December 31, 2021 and 2020

F-4

Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2021 and 2020

F-5

Statements of Cash Flows for the Years Ended December 31, 2021 and 2020

F-6

Notes to the Financial Statements

F-7

 

 
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Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of Crown Equity Holdings, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Crown Equity Holdings, Inc. (the Company) as of December 31, 2021 and 2020 and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern

 

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

 

Basis for Opinion

 

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

 

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

 

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

 

Critical Audit Matters

 

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

 

 
F-1

Table of Contents

 

Going concern

 

Critical Audit Matter Description

 

As discussed in Note 2 to the financial statements, the Company had a going concern due to a working capital deficiency, negative cash flows from operations and limited business operations as of December 31, 2021. 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/ M&K CPAS, PLLC                          

    

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

    

Houston, Texas 

    

March 31, 2022   

 

 
F-2

Table of Contents

 

CROWN EQUITY HOLDINGS, INC.

BALANCE SHEETS

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 Current assets

 

 

 

 

 

 

Cash

 

$4,320

 

 

$3,047

 

Investments in trading securities

 

 

588,945

 

 

 

180,587

 

         Total Current Assets

 

 

593,265

 

 

 

183,634

 

Property and Equipment, net

 

 

10,020

 

 

 

15,505

 

Total Assets

 

$603,285

 

 

$199,139

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$139,979

 

 

$137,793

 

Accounts payable and accrued expenses to related party

 

 

830,790

 

 

 

444,246

 

Deferred revenue related party

 

 

-

 

 

 

11,333

 

Margin loan – Brokerage account

 

 

263,151

 

 

 

-

 

Notes payable to related parties

 

 

3,912

 

 

 

-

 

Convertible notes payable to related parties, net of debt discount

 

 

18,428

 

 

 

5,508

 

Current portion of long-term debt

 

 

18,169

 

 

 

29,010

 

Total Current Liabilities

 

 

1,274,429

 

 

 

627,890

 

 

 

 

 

 

 

 

 

 

Non-Current liabilities

 

 

 

 

 

 

 

 

Long-term debt

 

 

2,414

 

 

 

15,045

 

Total Liabilities

 

 

1,276,843

 

 

 

642,935

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

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

 

 

-

 

 

 

-

 

Series A Convertible Preferred Stock, $0.001 par value, 1,000 shares authorized, 1,000 issued and outstanding at December 31, 2021 and 2020

 

 

1

 

 

 

1

 

Common Stock, 450,000,000 authorized at $0.001 par value; and 13,318,642 and 12,901,753 shares issued and outstanding at December 31, 2021 and 2020

 

 

13,318

 

 

 

12,902

 

Stock Payable

 

 

-

 

 

 

3,000

 

Additional paid-in capital

 

 

12,729,990

 

 

 

12,506,375

 

Accumulated deficit

 

 

(13,416,867)

 

 

(12,966,074)

Total stockholders' deficit

 

 

(673,558)

 

 

(443,796)

Total liabilities and stockholders' deficit

 

$603,285

 

 

$199,139

 

 

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

 

 
F-3

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CROWN EQUITY HOLDINGS, INC.

STATEMENTS OF OPERATIONS

 

 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

Revenues

 

$4,177

 

 

$2,848

 

Revenues – Related Party

 

 

11,483

 

 

 

5,100

 

Total Revenues

 

 

15,660

 

 

 

7,948

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative expense

 

 

507,958

 

 

 

614,489

 

Depreciation

 

 

5,485

 

 

 

25,331

 

Total Operating Expenses

 

 

513,443

 

 

 

639,820

 

 

 

 

 

 

 

 

 

 

(Loss) from operations

 

 

(497,783 )

 

 

(631,872 )

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest expense

 

 

(5,466 )

 

 

(7,461 )

Gain on extinguishment of debt

 

 

4,101

 

 

 

-

 

Gain on stock held

 

 

65,168

 

 

 

34,022

 

Loss on AP Settlement/Shares for services

 

 

-

 

 

 

(543,987 )

Investment expense

 

 

(2,008 )

 

 

(17,000 )

Debt discount amortization

 

 

(14,805 )

 

 

(8,370 )

Total Other Expense

 

 

46,990

 

 

 

(542,796 )

 

 

 

 

 

 

 

 

 

Net (loss)

 

$(450,793 )

 

$(1,174,015 )

 

 

 

 

 

 

 

 

 

Basic and Diluted income (loss) per share

 

 

 

 

 

 

 

 

Basic and diluted income per share

 

$(0.03 )

 

$(0.09 )

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding basic and diluted

 

 

12,989,835

 

 

 

12,428,674

 

 

The accompanying notes are an integral part of these financial statements 

 

 
F-4

Table of Contents

 

CROWN EQUITY HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Common

Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Total

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Payable

 

 

Capital

 

 

Deficit

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at December 31, 2019

 

 

1,000

 

 

$1

 

 

 

11,766,766

 

 

$11,766

 

 

$43,764

 

 

$11,418,103

 

 

$(11,792,059 )

 

$(318,425 )

Common stock issued for services

 

 

-

 

 

 

-

 

 

 

4,834

 

 

 

4

 

 

 

-

 

 

 

5,995

 

 

 

-

 

 

 

5,999

 

Common stock issued for services – Related Parties

 

 

-

 

 

 

-

 

 

 

156,061

 

 

 

156

 

 

 

(43,764 )

 

 

62,365

 

 

 

-

 

 

 

18,757

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

475,000

 

 

 

475

 

 

 

 

 

 

 

246,025

 

 

 

-

 

 

 

246,500

 

Common Stock Subscribed for services

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

3000

 

 

 

-

 

 

 

-

 

 

3000

 

Common Stock Subscribed for Salary Settlement

 

 

-

 

 

 

-

 

 

 

160,000

 

 

 

160

 

 

 

-

 

 

 

79,840

 

 

 

-

 

 

 

80,000

 

Common stock issued for settlement of AP – Related Parties

 

 

-

 

 

 

-

 

 

 

204,933

 

 

 

205

 

 

 

-

 

 

 

63,819

 

 

 

-

 

 

 

64,024

 

Common stock issued for settlement of AP

 

 

-

 

 

 

-

 

 

 

74,000

 

 

 

74

 

 

 

-

 

 

 

36,926

 

 

 

-

 

 

 

37,000

 

Warrant Subscriptions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

510

 

 

 

-

 

 

 

510

 

Loss on AP Settlement

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

117,000

 

 

 

-

 

 

 

117,000

 

Loss on AP Settlement – Related Parties

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

426,987

 

 

 

-

 

 

 

426,987

 

Forgiveness of AP by CEO

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,200

 

 

 

-

 

 

 

7,200

 

Debt Conversion – Related Parties

 

 

-

 

 

 

-

 

 

 

36,984

 

 

 

37

 

 

 

-

 

 

 

18,455

 

 

 

-

 

 

 

18,492

 

Prepaid Interest – Related Parties

 

 

-

 

 

 

-

 

 

 

23,175

 

 

 

25

 

 

 

-

 

 

 

23,150

 

 

 

-

 

 

 

23,175

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,174,015 )

 

 

(1,174,015 )

Balances at December 31, 2020

 

 

1,000

 

 

$1

 

 

 

12,901,753

 

 

$12,902

 

 

$3,000

 

 

$12,506,375

 

 

$(12,966,074 )

 

$(443,796 )

Warrant Subscriptions

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25

 

 

 

-

 

 

 

25

 

Common stock issued for services

 

 

-

 

 

 

-

 

 

 

5,385

 

 

 

5

 

 

 

(3,000 )

 

 

6,745

 

 

 

-

 

 

 

3,750

 

Common stock issued for settlement of AP – Related Parties

 

 

-

 

 

 

-

 

 

 

11,504

 

 

 

11

 

 

 

-

 

 

 

17,245

 

 

 

-

 

 

 

17,256

 

Common stock issued for cash, related party

 

 

-

 

 

 

-

 

 

 

400,000

 

 

 

400

 

 

 

-

 

 

 

199,600

 

 

 

-

 

 

 

200,000

 

Net Loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(450,793 )

 

 

(450,793 )

Balances at December 31, 2021

 

 

1,000

 

 

$1

 

 

 

13,318,642

 

 

$13,318

 

 

$-

 

 

$12,729,990

 

 

$(13,416,867 )

 

$(673,558 )

 

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

 

 
F-5

Table of Contents

 

CROWN EQUITY HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

 

 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

Net (loss)

 

$(450,793)

 

$(1,174,015)

Forgiveness of EIDL Advance

 

 

(4,101)

 

 

-

 

Common stock issued for services

 

 

3,750

 

 

 

24,756

 

Common stock issued for Settlement of Board Member Compensation

 

 

-

 

 

 

80,000

 

Depreciation

 

 

5,485

 

 

 

25,331

 

Loss (gain) on brokerage account

 

 

(65,168)

 

 

(34,022)

Loss on investment

 

 

2,008

 

 

 

17,000

 

Loss on AP settlement

 

 

-

 

 

 

543,987

 

Amortization of beneficial conversion feature

 

 

14,805

 

 

 

8,370

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Cash transfer

 

 

117,953

 

 

 

23,435

 

Deferred revenue – related party

 

 

(11,333)

 

 

(5,667)

Accounts payable and accrued expenses – related party

 

 

386,544

 

 

 

363,585

 

Accounts payable and accrued expenses

 

 

19,543

 

 

 

54,283

 

Net cash (used in) operating activities

 

 

18,693

 

 

 

(72,957)

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

    Cash paid for purchase of fixed assets

 

 

-

 

 

 

(4,597)

    Cash paid to brokerage account

 

 

(200,000)

 

 

(170,000)

        Net cash (used in) investing activities

 

 

(200,000)

 

 

(174,597)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Payments on convertible notes payable, related party

 

 

(21,292)

 

 

(14,122)

Borrowings from convertible notes payable, related party

 

 

19,407

 

 

 

33,675

 

Borrowings from notes payable, related party

 

 

9,333

 

 

 

-

 

Proceeds from Sale of Stock

 

 

200,000

 

 

 

246,500

 

Proceeds from EIDL loan

 

 

-

 

 

 

4,000

 

Principal payments on debt

 

 

(24,893)

 

 

(23,959)

Warrant Subscriptions

 

 

25

 

 

 

510

 

Shares subscribed for cash

 

 

-

 

 

 

3,000

 

Net cash provided by financing activities

 

 

182,580

 

 

 

249,604

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

1,273

 

 

 

2,050

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

3,047

 

 

 

997

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$4,320

 

 

$3,047

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE:

 

 

 

 

 

 

 

 

Interest paid

 

$-

 

 

$-

 

Income taxes paid

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Forgiveness of AP by CEO

 

 

-

 

 

 

7,200

 

Purchase of fixed assets through finance lease

 

 

-

 

 

 

7,357

 

Debt converted to common stock

 

 

-

 

 

 

18,492

 

Convertible debt for payment of AP

 

 

-

 

 

 

17,633

 

RP-AP Converted into common stock

 

$17,256

 

 

 

64,024

 

AP Converted into common stock – Third Party

 

$-

 

 

$37,000

 

Shares issued for stock payable

 

$3,000

 

 

$43,764

 

Stock for related party deferred revenue

 

$-

 

 

$17,000

 

Stock issued for prepayment of interest on debt – related party

 

$-

 

 

$23,175

 

 

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

 

 
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 $100, resulting in a gain of $5,967.

 

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

 

Assets

 

 

-

 

Intercompany

 

 

-

 

Total Assets sold

 

 

-

 

 

 

 

 

 

Cash

 

 

100

 

Payable assumed by buyer

 

 

5,867

 

Total Consideration

 

 

5,967

 

 

 

 

 

 

Gain on sale of subsidiaries

 

 

5,967

 

 

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

 

Basis of Preparation

 

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

 

 
F-7

Table of Contents

 

Reclassifications

 

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

 

Adoption of New Accounting Standard

 

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

 

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

 

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

 

Accounting Standards Not Yet Adopted

 

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

 

Use of Estimates

 

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

 

 
F-8

Table of Contents

 

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

 

 

 

 

 

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

 

2.

Identify the performance obligations in the contract

 

 

 

 

 

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

 

3.

Determine the transaction price

 

 

 

 

 

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

 

4.

Allocate the transaction price to the performance obligations in the contract

 

 

 

 

 

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

 

5.

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

 

 

 

 

 

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

 

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

 

 
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, 2021

 

 

 December 31, 2020

 

 

 

Third

Party

 

 

Related

Party

 

 

Total

 

 

Third

Party

 

 

Related

Party

 

 

Total

 

Advertising

 

$-

 

 

$10,200

 

 

$10,200

 

 

$-

 

 

$5,100

 

 

$5,100

 

Click Based and Impression Ads

 

$517

 

 

$-

 

 

$517

 

 

$456

 

 

$-

 

 

$456

 

Publishing and Distribution

 

$3,660

 

 

$1,283

 

 

$4,943

 

 

$2,392

 

 

$-

 

 

$2,392

 

 

 

$4,177

 

 

$11,483

 

 

$15,660

 

 

$2,848

 

 

$5,100

 

 

$7,948

 

 

Revenue is received through advertising, click based and impression ads located on the Company’s websites, as well as the publishing and disseminating of news and press releases.

 

 

 

December 31,

 

 

December 31,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

Deferred Revenue

 

$-

 

 

$11,333

 

 

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

 

Accounts Receivable and Allowance for Doubtful Accounts

 

The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable and allowance for doubtful accounts as of December 31, 2021 and 2020.

 

Investments

 

The Company values it 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.

 

Risk Concentrations

 

As of December 31, 2021, 65% of the Company’s revenues were received through advertisements, which 100% of the advertisement revenue was received through a related party. 32% of the revenues were from publishing and distribution by the Company, which 8% of the article publishing and distribution of the revenue were received through a related party. The remaining revenue of 3% was from the displaying of click based and impressions ads located on the company’s websites.

 

 
F-10

Table of Contents

 

Crown Equity Holdings notes that 73% of its revenues comes from a single related party, as well as 14% of the revenue coming from a single third party. 

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

 

General and Administrative Expenses

 

Crown Equity's general and administrative expenses consisted of the following types of expenses during 2021 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 2021 or 2020.

 

Basic and Diluted Net (Loss) per Share

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Numerator:

 

 

 

 

 

 

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

 

$(450,793 )

 

$(1,174,015 )

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

 

$(450,793 )

 

$(1,174,015 )

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

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

 

 

12,989,835

 

 

 

12,428,674

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Basic

 

$(0.03 )

 

$(0.09 )

Diluted

 

$(0.03 )

 

$(0.09 )

 

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, 2021 and 2020. The number of potential anti-dilutive shares excluded from the calculation shares for the year ended December 31, 2021 is 20,400,000.

 

 
F-11

Table of Contents

 

Income Taxes

 

Uncertain tax position

 

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2021 and 2020.

 

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.

 

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, 2020

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$3,047

 

 

$3,047

 

 

$-

 

 

$-

 

Investments in trading securities

 

 

180,587

 

 

 

180,587

 

 

 

-

 

 

 

-

 

Total

 

$183,634

 

 

$183,634

 

 

$-

 

 

$-

 

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$4,320

 

 

$4,320

 

 

$-

 

 

$-

 

Investments in trading securities

 

 

558,945

 

 

 

558,945

 

 

 

-

 

 

 

-

 

Total

 

$593,265

 

 

$593,265

 

 

$-

 

 

$-

 

 

 
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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, 2021 and 2021.

 

Advertising Cost

 

The Company spent no money for advertisement for the years ended December 31, 2021 and 2020.

 

Depreciation expense was $5,485 and $25,331 for the years ended December 31, 2021 and 2020, respectively.

 

NOTE 2 – GOING CONCERN

 

As shown in the accompanying financial statements, Crown Equity an accumulated deficit of $13,416,867 since its inception and had a working capital deficit of $681,164 negative cash flows from operations and limited business operations as of December 31, 2021. These conditions raise substantial doubt as to Crown Equity's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.

 

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

 

NOTE 3 – PROPERTY AND EQUIPMENT

 

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

 

Property consists of the following at December 31, 2021 and 2020:

 

 

 

December 31,

2021

 

 

December 31,

2020

 

Computers – 3 year estimated useful life

 

$108,622

 

 

$108,622

 

Less – Accumulated Depreciation

 

 

(98,602 )

 

 

(93,117 )

Property and Equipment, net

 

$10,020

 

 

$15,505

 

 

Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was $5,485, and $25,331for the twelve months ended December 31, 2021 and 2020, respectively.

 

NOTE 4 – INVESTMENTS IN TRADING SECURITIESINVESTMENTS IN TRADING SECURITIESINVESTMENTS IN TRADING SECURITIES

 

As of December 31, 2021, the market value of the Company’s account portfolio, consisting of stocks only, was $588,945 offset by a margin loan of $263,151. The loan is collateralized by the securities in the account and carries 7.5% annual interest rate. The Company transferred $200,000 cash from accounts to brokerage account during the 3rd quarter of 2021 The Company invested in various industries within the Nasdaq and New York stock exchange. The margin loan interest was $1,257 for the year ended December 31, 2021.

 

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

 

Trading Securities

 

Dec 31, 2021

 

 

Dec 31, 2020

 

Stocks

 

$588,945

 

 

$180,587

 

 

 

 

 

NOTE 5 – CAPITAL LEASES

 

During the period ending December 31, 2021, the Company paid an aggregate of $23,772 toward capital lease balances. During 2021 and 2020, the Company borrowed an aggregate $0 and $7,357 respectively under the following third-party finance lease transactions:

 

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

 

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

 

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

 

Assets

 

December 31,

2021

 

Leased equipment under finance lease,

 

$108,622

 

less accumulated amortization

 

 

(98,602 )

Net

 

$10,020

 

 

Liabilities

 

December 31,

2021

 

Obligations under finance lease (current)

 

$18,169

 

Obligations under finance lease (noncurrent)

 

 

2,414

 

Total

 

$20,583

 

 

Below is a reconciliation of leases to the financial statements.

 

 

 

Finance Leases

 

Leased asset balance

 

$20,583

 

Liability balance

 

$20,583

 

Cash flow (operating)

 

$-

 

Cash flow (financing)

 

$-

 

Interest expense

 

$12,680

 

 

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

 

Years ended December 31

 

Finance Leases

 

 

 

 

 

2022

 

 

18,840

 

2023

 

 

3,041

 

Thereafter

 

 

-

 

Total

 

 

21,881

 

Less: Imputed Interest

 

 

(1,298 )

Total Liability

 

 

20,583

 

 

Other information related to leases is as follows:

 

Lease Type

 

Weighted

Average Remaining

Term

 

Weighted

Average

Discount

Rate (1)

 

Finance Leases

 

1.04 years

 

 

17%

 

Based on average interest rate of 1%, average term remaining (months) 12.5 Average term remain (years) 1.04 

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

 

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES

 

As of December 31, 2021 and 2020, the Company had unamortized discount of $0 and $0 respectively.

 

The Company analyzed the below convertible notes for derivatives noting none. The Company evaluated these convertible notes for beneficial conversion features and concluded that the beneficial conversion features resulted in a debt discount in the amount of $14,805, as of December 31, 2021.

 

 

 

Original

 

Due

 

Interest

 

 

Conversion

 

 

Dec. 31,

 

Name

 

Note Date

 

Date

 

Rate

 

 

Rate

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related Party Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

Willy A Saint-Hilaire

 

03/12/2021

 

03/12/2022

 

 

16%

 

$-

 

 

 

3,912

 

Related Party Convertible Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Willy A Saint-Hilaire

 

04/06/2021

 

04/06/2022

 

 

12%

 

$-

 

 

2,500

 

Willy A Saint-Hilaire

 

04/16/2021

 

04/16/2022

 

 

12%

 

$-

 

 

 

1,518

 

Willy A Saint-Hilaire

 

04/21/2021

 

04/21/2022

 

 

12%

 

$-

 

 

 

1,110

 

Shahram Khial

 

04/22/2021

 

04/22/2022

 

 

12%

 

$-

 

 

 

3,500

 

Willy A Saint-Hilaire

 

04/30/2021

 

04/30/2022

 

 

15.15%

 

$-

 

 

 

2,750

 

Willy A Saint-Hilaire

 

05/04/2021

 

05/04/2022

 

 

15.15%

 

$-

 

 

 

750

 

Willy A Saint-Hilaire

 

05/21/2021

 

05/21/2022

 

 

0%

 

$-

 

 

 

6,300

 

Total Convertible Related Party Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,428

 

Less: Debt Discount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

Convertible Notes Payable, net of Discount - Related Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party Non-Convertible Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Small Business Administration – EIDL

 

04/30/2020

 

04/30/2050

 

 

3.75%

 

 

 

 

 

$4,000

 

Total Third Party Non-Convertible Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,000

 

 

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

 

The US Business Administration granted Company the $4,000 EIDL Advance forgivable loan for the purpose of working capital and normal operating expenses. During this period, the Company recognized a gain of $4,101 for the principal and interest of the loan.

 

Montse Zaman

 

On March 27, 2020, the Company entered into a convertible promissory note with Montse Zaman in the amount of $5,000. The note carries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares. $1,000 and $3,000 on August 21, 2020 and October 9, 2020 respectively. The Company made on January 25, 2021 a principal reduction payment of $1,000.  As of December 31, 2021, the balance on this note was $0.

 

Willy Ariel Saint-Hilaire

 

On March 12, 2021, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $9,332 at 16% interest. The company made principal reduction payments of $5,421, during the year ended period of December 31, 2021. As of December 31, 2021, the balance on this note is $3,912.

 

On April 6, 2021, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $2,500 at an interest rate of 12%. As of December 31, 2021, the principal balance on this note was $2,500.

 

On April 16, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $1,518 at an interest rate of 12%.  As of December 31, 2021, the principal balance on this note was $1,518.

 

On April 21, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $1,109.83 at an interest rate of 12%. As of December 31, 2020, the principal balance on this note was $1,110. 

On April 22, 2021, the Company entered into a convertible promissory note with Shahram Khial in the amount of $3,500 at an interest rate of 12%. As of December 31, 2021, the principal balance on this note was $3,500.

 

On April 30, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $2,750.00 at an interest rate of 15.15%. As of December 31, 2021, the principal balance on this note was $2,750.

 

On May 4, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $750 at an interest rate of 15.15%.  As of December 31, 2021, the principal balance on this note was $750.

 

On May 21, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $7,280 at 12% interest with an original issuance discount of $280 and a $31 amortization expense for the six-month period ended June 30, 2021. The Company has made payments of $980, during the year ended period of December 31, 2021.

 

 
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Shahram Khial

 

On April 27, 2020, the Company entered into a convertible promissory note with Shahram Khial in the amount of $3,500. The note carries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares. As of December 31, 2021, the balance on this note was $3,500.

 

Period ending December 31, 2020

 

 

 

Original

 

Due

 

Interest

 

 

Conversion

 

 

Dec 31,

 

Name

 

Note Date

 

Date

 

Rate

 

 

Rate

 

 

2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related Party Convertible Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

Mike Zaman

 

01/19/2018

 

01/19/2019

 

 

12%

 

$0.50

 

 

 

-

 

Montse Zaman

 

03/25/2020

 

03/25/2021

 

 

12%

 

$-

 

 

 

1,000

 

Montse Zaman

 

04/28/2020

 

04/28/2021

 

 

12%

 

$-

 

 

 

-

 

Montse Zaman

 

05/22/2020

 

05/22/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A Saint-Hilaire

 

09/29/2020

 

09/29/2021

 

 

 

 

 

 

-

 

 

 

19,913

 

Total Convertible Related Party Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,913

 

Less: Debt Discount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,805

 

Convertible Notes Payable, net of Discount - Related Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party Convertible Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Willy A. Saint-Hilaire

 

02/27/2020

 

02/27/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A. Saint-Hilaire

 

03/08/2020

 

03/08/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A. Saint-Hilaire

 

03/24/2020

 

03/24/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A. Saint-Hilaire

 

03/24/2020

 

03/24/2021

 

 

12%

 

$-

 

 

 

-

 

Willy A. Saint-Hilaire

 

03/24/2020

 

03/24/2021

 

 

12%

 

$-

 

 

 

-

 

Total Convertible Third Party Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Less: Debt Discount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Convertible Notes Payable, net of Discount - Third Party

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Party Non-Convertible Notes Payable:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Small Business Administration – EIDL

 

04/30/2020

 

04/30/2050

 

 

3.75%

 

$-

 

 

 

4,000

 

Total Third Party Non-Convertible Notes Payable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,000

 

 

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 $395 and $278 a month, on a month-to-month basis and can be cancelled at any time but expects to continue lease payments for the full 2021 year.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Summary of Warrants Issued:

 

Issue Date

 

Issued To

 

Shares

 

 

Exercise price

per share

 

 

Warrant price

per share

 

 

Total Paid

for Warrants

 

02/13/2020

 

Munti Consulting LLC

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

03/13/2020

 

BBCKQK Trust Kevin Wiltz

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

04/01/2020

 

Addicted 2 Marketing LLC

 

 

100,000

 

 

$0.60

 

 

$0.000025

 

 

$2.50

 

05/07/2020

 

Arnold F Sock

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

05/07/2020

 

Rudy Chacon

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/07/2020

 

Sadegh Salmassi

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05082020

 

Glen J Rineer

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Barry Cohen

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/13/2020

 

Steven A Fishman

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/13/2020

 

Wendell & Sharon Piper

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/27/2020

 

James Bobrik

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/28/2020

 

Richard R Shehane

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

06/03/2020

 

Jeffery Connell

 

 

100,000

 

 

$0.60

 

 

$0.000025

 

 

$2.50

 

06/08/2020

 

Hassan M Oji

 

 

300,000

 

 

$0.60

 

 

$0.000025

 

 

$7.50

 

06/09/2020

 

Kim Smith

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

06/12/2020

 

Violet Gewerter

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

06/16/2020

 

Roy S Worbets

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

06/30/2020

 

Chris Knudsen

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

07/01/2020

 

Donald Kitt

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

08/13/2020

 

Monireh Sepahpour

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

08/18/2020

 

Monica Shayestehpour

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

09/02/2020

 

Hongsing Phou

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

09/08/2020

 

Pejham Khial

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

09/15/2020

 

Salvatore Marasa

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

09/21/2020

 

Richard W LeAndro

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

09/21/2020

 

Richard W LeAndro Jr

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

09/25/2020

 

Seyed M Javad

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

10/06/2020

 

Nasrin Montazer

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

10/13/2020

 

Jagjit Dhaliwal

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

01/03/2021

 

Marjan Tina and Reno Suwarno

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

 

 

Total:

 

 

12,300,000

 

 

 

 

 

 

 

 

 

 

$307.50

 

 

 
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Table of Contents

 

Related Party:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

03/13/2020

 

Willy A Saint-Hilaire

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

04/28/2020

 

Shahram Khial

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

05/01/2020

 

Mike Zaman

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

05/01/2020

 

Montse Zaman

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

05/08/2020

 

Malcolm Ziman

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/08/2020

 

Brett Matus

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/11/2020

 

Mohammad Sadrolashrafi

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/04/2020

 

Arnulfo Saucedo-Bardan

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

05/08/2020

 

Brian D. Colvin

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

05/08/2020

 

Jacob Colvin

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/19/2020

 

Joan R Saint-Hilaire

 

 

100,000

 

 

$0.60

 

 

$0.000025

 

 

$2.50

 

05/19/2020

 

Marvin A Saint-Hilaire

 

 

100,000

 

 

$0.60

 

 

$0.000025

 

 

$2.50

 

05/20/2020

 

Willy Rafael Saint-Hilaire

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

05/29/2020

 

Ybelka Saint-Hilaire

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

06/09/2020

 

Kenneth Cornell Bosket

 

 

1,000,000

 

 

$0.60

 

 

$0.000025

 

 

$25.00

 

06/19/2020

 

Elvis E Saint-Hilaire

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

07/01/2020

 

Theresa Kitt

 

 

200,000

 

 

$0.60

 

 

$0.000025

 

 

$5.00

 

07/10/2020

 

Shahram Khial

 

 

500,000

 

 

$0.60

 

 

$0.000025

 

 

$12.50

 

 

 

 

 

 

9,100,000

 

 

 

 

 

 

 

 

 

 

 

220.00

 

 

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 September 1, 2020, the Company entered into a Services Agreement with American Video Teleconferencing Corp (AVOT) to provide advertising, branding and marketing solutions. The Company was compensated $17,000 for services to be rendered for a period of 12 months. Total compensation of $17,000 was converted to 17,000,000 shares of AVOT restricted common stock The Company recognized $5,663 in revenue for the year ending December 31, 2020. The remaining $11,333 in deferred revenue was completed as of December 31, 2021.

 

On January 03, 2021, the Company paid the remaining payable balance due to Montse Zaman of $1,000.

 

On February 09, 2021, American Video Teleconferencing Corp. paid the Company $150 for press release services.

 

On March 12, 2021, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $9,332. The company made principal reduction payments of $5,421, during the year ended period of December 31, 2021. As of December 31, 2021, the balance on this note is $3,912.

 

On April 6, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $2,500. As of December 31, 2021, the principal balance on this note was $2,500.

 

 
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Table of Contents

 

On April 16, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $1,518. As of December 31, 2021, the principal balance on this note was $1,518.

 

On April 21, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $1,109.83 at an interest rate of 12%. As of December 31, 2021, the principal balance on this note was $1,110. 

 

On April 22, 2021, the Company entered into a convertible promissory note with Shahram Khial in the amount of $3,500. As of December 31, 2021, the principal balance on this note was $3,500.

 

On April 30, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $2,750.00. As of December 31, 2021, the principal balance on this note was $2,750.

 

On May 4, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $750. As of December 31, 2021, the principal balance on this note was $750.

 

On May 21, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $7,280 at 12% interest with an original issuance discount of $280 and a $172 amortization expense for the year ended December 31, 2021. The Company has made payments of $980, during the year ended period of December 31, 2021.

 

Shahram Khial

 

On April 27, 2021, the Company entered into a convertible promissory note with Shahram Khial in the amount of $3,500. The note carries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares. As of December 31, 2021, the balance on this note was $3,500.

 

On October 25, 2021, Jamie Hadfield purchased 400,000 shares of common stock at $0.50 per share at purchase price of $200,000.

 

NOTE 9 – STOCKHOLDERS' EQUITY

 

Common Stock

 

During the period ended December 31, 2021, the Company issued 400,000 shares of common stock for $200,000 in cash to Jamie Hadfield, a related party, for the sale of common shares. The shares were sold at the price of $0.50 per share.

 

During the period ended December 31, 2021, the Company issued 11,504 shares of common stock to Vinoth Sambandan, a related party for services rendered during the period year ended December 31, 2020 for an amount of $17,256. The number of shares issued were based on price of each share on the date issued.

 

During the period ended December 31, 2021, the Company issued 5,385 shares of common stock to Diversified Unlimited, a third party for accounting services rendered during the prior year period ending December 31, 2020 of $3,000 and $3,750 during the period ending December 31, 2021. The number of shares issued were based on price of each share on the date issued.

 

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

 

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

 

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

 

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

 

 
F-22

Table of Contents

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Equity Incentive Plan

 

The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which 3.0 million shares were available for issuance as of December 31, 2021.

 

Preferred Stock

 

The Company has designated 1,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred shall have no dividend, voting or other rights except for the right to elect Class I Directors. As of December 31, 2021 and December 31, 2020, the Company has 1,000 shares of Series A Preferred Stock outstanding

 

NOTE 10 – INCOME TAXES

 

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

 

The Company did not have taxable income during 2021 or 2020.

 

 
F-23

Table of Contents

 

The Company's deferred tax assets consisted of the following as of December 31, 2021 and 2020:

 

 

 

    2021

 

 

       2020

 

Net operating loss

 

$753,258

 

 

$661,701

 

Valuation allowance

 

 

(753,258 )

 

 

(661,701 )

Net deferred tax asset

 

$-

 

 

$-

 

 

As of December 31, 2021 and 2020, the Company's accumulated net operating loss carry forward was approximately $3,586,945 and $3,150,957 respectively and will begin to expire in the year 2032. The deferred tax assets have been adjusted to reflect the recently enacted corporate tax rate of 21%.

 

NOTE 11 – SUBSEQUENT EVENTS

 

On March 9, 2022, STAVATTI UAVS, LTD purchased 20,000 restricted shares of common stock at $0.50 per share, for an amount of $10,000. At this time, the hares have not been issued.

 

On February 28, 2022, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $4,500. The note carries 0% interest ad the transaction is recorded as stock payable.

 

 
F-24

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.

 

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.

 

 
10

Table of Contents

 

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, 2021. 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, 2021.

 

ITEM 9B: OTHER INFORMATION

 

None.

 

 
11

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, 2021, are as follows:

 

Name

Age

Positions Held and Tenure

 

Mike Zaman

65

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

47

Director, Secretary and Treasurer since 02/2008

 

Shahram Khial

 

71

 

Director, Vice President of Marketing since 08/2020

 

 

 

 

 

Mohammad Sadrolashrafi

 

66

 

Director, Vice President of Operations since 08/2020

 

 

 

 

 

Jamie Hadfield

 

44

 

Director, Marketing/Merger and Acquisition Officer since 10/2021

 

 

 

 

 

Shawn Jones

 

51

 

Director, Business Developer/Merger and Acquisition Manager since 10/2021

 

 

 

 

 

Vinoth Sambandam

 

39

 

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 a Director or Officer of the Company.

 

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

 

The Company has no audit or compensation committee.

 

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

 

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.

 

 
12

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.

 

 
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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 2021, the Company recorded aggregate compensation of $353,500 due to officers and directors. As of December 31, 2021, the outstanding balance due to officers and directors was $830,790.

 

During the fiscal period 2020 the Company paid its officers and directors an aggregate of $465,512. The remaining directors made the decision to serve as officers and/or directors without compensation upon appointment for the fiscal period 2020.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Awards

 

 

 

 

 

 

 

Name and Principal Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Other

annual

compensation

($)

 

 

Restricted

stock

award(s)

($)

 

 

Securities

under-

lying

options/

SARs

(#)

 

 

Payouts

LTIP

payouts

($)

 

 

All other

compen-

sation

($)

 

 

Total Compensation

 

Kenneth Cornell Bosket

 

2021

 

 

60,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,000

 

CFO, Director

 

2020

 

 

60,000

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,000

 

 

 

2019

 

 

3,650

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Montse Zaman

 

2021

 

 

60,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60,000

 

COO, Director

 

2020

 

 

60,000

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,000

 

 

 

2019

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arnulfo Saucedo-Bardan

 

2021

 

 

60,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,000

 

Former Director

 

2020

 

 

60,000

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,000

 

 

 

2019

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mike Zaman

 

2021

 

 

240,000

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

240,000

 

CEO, Director

 

2020

 

 

240,000

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

240,000

 

 

 

2019

 

 

-

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vinoth Sambandam

 

2021

 

 

12,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,000

 

CTO

 

2020

 

 

21,756

 

 

 

-

 

 

 

 

 

 

 

21,756

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

43,512

 

 

 

2019

 

 

25,008

 

 

 

-

 

 

 

 

 

 

 

25,008

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,016

 

 

 
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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, 2020, 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

 

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK MATTERS

 

There were 13,318,642 shares of the Company' common stock issued and outstanding on December 31, 2021. 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 at December 31, 2020. No other Preferred Shares are outstanding at December 31, 2020. The following tabulates holdings of shares of the Company by each person who, subject to the above, at the date of this Report, holds or record or is known by Management to own beneficially more than five percent (5%) of the Common Shares of the Company and, in addition, by all directors and officers of the Company individually and as a group.

 

 
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Table of Contents

 

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)

 

 

10,029,589

 

 

 

75.30%

11226 Pentland Downs Street

 

 

 

 

 

 

 

 

Las Vegas, NV 89141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jamie Hadfield

 

 

400,000

 

 

 

3.00%

1610 W 100 N 82

 

 

 

 

 

 

 

 

St. George, Ut 84770

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vinoth Sambandam (1)

 

 

422,244

 

 

 

3.17%

L41A Bharathy Thasan Colony

 

 

 

 

 

 

 

 

KK Nagar, Chennai, 600 078 India

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mohammad Sadrolashraf

 

 

40,000

 

 

 

0.03%

1160 S Nevada Street

 

 

 

 

 

 

 

 

Carson City, Nevada 89703

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shahram Khial

 

 

2,768

 

 

 

0.02%

15030 Ventura Blvd Ste. 771

 

 

 

 

 

 

 

 

Sherman Oaks, Cailifornia 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

 

 

10,923,099

 

 

 

82.01%

_______________

(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.

 

 
16

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 2020, the Company in 2021 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, 2021, the Company issued 400,000 shares of Common stock from a $200,000 purchase price from Jamie Hadfield, an officer of the Company.

 

During the period ending December 31, 2021, the Company issued 2,250 shares of Common stock to Vinot Sambandam, an officer of the Company, for the settlement of $5,385 debt for service rendered from a related party.

 

As of December 31, 2021, the Company had remaining note payables balances to Willy A Saint-Hilaire for a total of $22,340. The payables of $3,912, $2,500, $1,518, $1,110, $2,750, $750, and $6,300 are unsecured with maturity dates of March 12, 2022, April 6, 2022, April 16, 2022, April 21, 2022, April 30, 2922, May 4, 2022, and May 21, 2022 respectively.

 

As of December 31, 2021, the Company had a note payable balance to Shahram Khial for an amount of $3,500, The payable of $3,912 is unsecured with maturity date of April 22, 2022.

 

As of December 31, 2021, the Company had a payable of $480,000 to Mike Zaman, an officer of the Company, for services performed.

 

As of December 31, 2021, the Company had a payable of $105,850 to Kenneth Cornell Bosket, an officer of the Company, for services performed.

 

As of December 31, 2021, the Company had a payable of $120,000 to Montse Zaman, 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, 2021.

 

 

 

2021

 

 

2020

 

Audit fees

 

$

21,650

 

 

$

16,700

 

Audit related fees

 

 

-

 

 

 

-

 

Tax fees

 

 

-

 

 

 

-

 

All other fees

 

 

-

 

 

 

-

 

 

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

 

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

 

 
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

31.1*

 

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

31.2*

 

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

 

 

 

32.1*

 

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

 

 

 

32.2*

 

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

 

101**

 

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, 2022.

 

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, 2022.

 

Signature

Title

/s/ Mike Zaman

Director, Chief Executive Officer

Mike Zaman

/s/ Montse Zaman

Director, Chief Operating Officer

Montse Zaman

/s/ Kenneth Cornell Bosket

Director, Chief Financial Officer (Principal

Kenneth Cornell Bosket

Financial Officer), Principal Accounting Officer

 

 
19