UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM For the fiscal year ended December 31, oTRANSITION 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. (Exact name of registrant as specified in its charter) 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) Securities registered pursuant to Section 12(b) of the Act: None. Name of each exchange on which registered: None. Securities registered pursuant to Section 12(g) of the Act: Common Stock Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act 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 Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every interactive Data File required to be submitted and posted 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 and post such files.) Yes 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 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 o Accelerated filer o Non-accelerated filer o Smaller reporting company x (Do not check if smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act,) Yes o The aggregate number of shares of the voting stock held by non-affiliates on June The number of shares outstanding of the DOCUMENTS INCORPORATED BY REFERENCE: None. PART I ITEM 1: BUSINESS A) General Crown Equity Holdings Inc. formerly known as Micro Bio-Medical Waste Systems, Inc. (the In 2007, the Company, through a wholly-owned subsidiary, Crown Trading Systems, Inc. In 2009, Crown Trading Systems was dissolved as a corporation and its business was absorbed into the Company. The Company still uses the trade name "Crown Trading Systems." CTS has reseller and distribution agreements with many wholesale and retail computer and components companies but is not presenting engaged in this business due to the lack of demand at the present time. The Company may re-enter this field once the economy rebounds. In December, 2010, the Company formed 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. 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 At the moment, the majority of the In July, 2009, the Company granted a non-exclusive license to Velvet International, Inc. allowing Velvet to use the In April 2011 the Company signed a management agreement with Cleantech Transit, Inc., a related party, to provide management and consulting services. The Management and directors of the Company and Cleantech are common to each Company. The As of December 31, 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 The Company was subject to the following judgment: Lowell Holden vs. Kenneth Bosket, Crown Equity Holdings Inc. On March 3, 2015, Lowell Holden received a judgment for $39,965 in the Hennepin County District Court in Minneapolis, MN in reference to monies owed for prior services rendered. The company settled the judgment with a one-time cash payment of $10,000 during the first quarter of 2016. The Company accrued $10,000 payable as of December 31, 2015. Item 4: Submission of Matters to a Vote of Security Holders None Item 5: Market for The The following table reflects the high and low quarterly bid prices for the fiscal years ended December 31, Period High Bid Low Bid 1st Qtr. 2015 2nd Qtr. 2015 3rd. Qtr. 2015 4th Qtr. 2015 1st Qtr. 2014 2nd Qtr. 2014 3rd. Qtr. 2014 4th Qtr. 2014 The Internet provided the above information to the Company. These quotations may reflect inter-dealer prices without retail mark-up/mark-down/commission and may not reflect actual transactions. As of December 31, Item 6: Selected Financial Data Not applicable. Item 7: FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE When used in this Form 10-K, the words 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, 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. In July, 2009, the Company received a one-time licensing fee of $250,000 which it has utilized in funding its current operations. The Company also anticipates that as it proceeds with its planned advertising and marketing services, the revenues generated will be used to finance its operations in the short-term. The Company continues to search for additional areas in which it can generate revenue so that the Company will become profitable but there can be no guarantee that profitability will be achieved in the near- or long-term. The LIQUIDITY AND CAPITAL RESOURCES Since inception, the At December 31, Cash flows used in operating activities during the year ending December 31, Cash flows Cash flows provided by financing activities was As of December 31, NEED FOR ADDITIONAL FINANCING The 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 REVENUES Sales for the year ended December 31, OPERATING EXPENSES During the year ended December 31, OTHER INCOME AND EXPENSES During the year ended December 31, 2015, we incurred a net other expenses of $63,358 compared to net other expenses of $595,809 in the same period ended December 31, 2014 an decrease of $532,451. NET INCOME The Company had Item 8: Financial Statements Financial statements are audited and included herein beginning on 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 Evaluation of Disclosure Controls and Procedures For purposes of this section, the term disclosure controls and proceduresmeans 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 Changes in Internal Controls over Financial Reporting We have not yet 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. Management's Annual Report on Internal Control Over Financial Reporting Our management 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. Our internal control system was 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. 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 The material weaknesses relate to the following: These weaknesses are due to the This annual report does not include an attestation report of the The Item 9b: Other Information None Part III Item 10: Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 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 are as follows: Name Age Positions Held and Tenure Steven Onoue 58 Director since Kenneth Bosket 63 Director since Montse Zaman 41 Secretary, Treasurer Director since Rudy Chacon 57 Director since 01/2016 Arnulfo Saucedo Bardan 44 Director from 02/2008 thru 01/2013 and since 11/2013 Mike Zaman 59 Director since There are no family relationship between or among any Officer and Director except that Arnulfo Saucedo-Bardan and Montse Zaman are brother and sister and Mike Zaman and Montse Zaman are husband and wife. The Directors named above will serve until the next annual meeting of the The Directors and Officers of the Company will devote their time to the 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. KENNETH BOSKET - Kenneth Bosket is a director of the Company. Mr. Bosket has been CEO of the Company since June, 2008. Mr. Bosket retired in 2004 after 30 years with Sprint (Telecommunication Division). Mr. Bosket is co-founder of JaHMa, a music company in Las Vegas, Nevada and 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 has received numerous awards, such as the Pinnacle Award for his exceptional service with his former employer combined with his community service involvements. Mr. Bosket earned a Masters of Business Administration from the University of Phoenix and a Bachelor's of Business Administration from National University. Mr. Bosket brings to the Company extensive experience in managing employees as well as extensive marketing experience which have been invaluable in helping the Company move forward with offering its marketing and advertising services. STEVEN ONOUE - Mr. Onoue is a director of the Company. Since 2009, Mr. Onoue has been self-employed as a day trader of securities. From 2000 until August, 2009, Mr. Onoue was an officer and director of Crown Partners, Inc., the former majority shareholder of the Company. As part of his duties with Crown Partners, Mr. Onoue was formerly as vice president and manager of Sanitec™ Services of Hawaii, Inc., a wholly-owned subsidiary of Crown Partners, Inc. engaged in medical waste treatment and disposal, from 2000 until May, 2005. Prior to that, Mr. Onoue was the president of Cathay Atlantic Trading Company in Honolulu, Hawaii which traded in hard commodities and acted as consultant to many construction and renovation projects. Mr. Onoue acts as a community liaison and legislative analyst to Rep. Suzuki of the State of Hawaii. Mr. Onoue has been registered securities professional as well as a being involved in real estate in Hawaii for more than 15 years. Mr. Onoue brings his extensive experience in the securities and business fields to the Company. His experience in operating businesses as well as his keen understanding of the public securities markets for small cap companies makes him an asset to the Company. MONTSE ZAMAN - Montse Zaman is the secretary and treasurer for the Company. She worked for Zaman & Company, a private business consulting firm, as an administrative assistant from 2003 until the end of 2008 when she joined the Company. Ms. Zaman has extensive organizational experience and is involved in handling the day-to-day administrative operations of the Company. Ms. Zaman has an extensive background in journalism and has a degree in Communications from Instituto Superior De Ciencia Y Technologia A.C. in Mexico. Mrs. Zaman possesses strong administrative credentials which have proven invaluable in handling the daily operations of the Company and reporting and working directly with the JOHN SCRUDATO - MARK VEGA - Mark Vega is a director. MIKE ZAMAN - Mike Zaman is a director. He was born in Tehran, Iran and moved to ARNULFO SAUCEDO-BARDAN - Arnulfo Saucedo-Bardan is a director as well as executive editor. He is an entrepreneur from Torreon Coahuila, Mexico. In 2005, he opened and operated a small independent Mexican food restaurant in Mexico, City, until December of 2007. In 2008, he joined the Crown Equity Holdings Inc. team as CEO and later elected as the company's Chairman until January of 2013. Mr. RUDY CHACON – Rudy Chacon is HAROLD GEWERTER has been in private practice of law since 1979. Mr. Gewerter has lectured for various bar associations and other associations in Nevada, Hawaii, California, Washington, Alaska, and Ohio in the areas of Taxation, Securities Law, Real Estate and Estate planning. Mr. Gewerter is a BRETT MATUS Brett brings over 22 years in managing properties. He received his property Management Diploma from George Brown College in Canada. Mr. Matus resigned as director in May of 2015. 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 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. The 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 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 year ended December 31, The following tables sets for the compensation for all officers and directors during the past three years: DIRECTORS OFFICERS COMPENSATION Annual compensation Long-term compensation Awards Name and Principal Position Year Salary ($) Bonus ($) Other annual compen -sation ($) Restricted stock award(s) ($) Securities under- lying options/ SARs (#) Payouts LTIP payouts ($) All other compen- sation ($) Total Compensation Kenneth Bosket, 2015 CEO, 2014 Director 2013 Arnulfo Saucedo-Bardan, 2015 COO, 2014 Director 2013 Montse Zaman, 2015 Secretary, Treasurer, 2014 Director 2013 Mark Vega, 2015 Former Director 2014 2013 John Scrudato, 2015 CFO, Former Director 2014 2013 Rudy Chacon 2015 Director 2014 2013 Steve Onoue 2015 - - - - - - - Director 2014 - - - - - - - - 2013 - - - - - - - - Mike Zaman 2015 - - - - - - - - Director 2014 - - - - - - - - 2013 - - - - - - - - Harold Gewerter 2015 - - - - - - - - Former Director 2014 - - - - - - - - 2013 - - - - - - - - Brett Mattus 2015 - - - - - - - - Former Director 2014 - - - - - - - - 2013 - - - - - - - - Lowell Holden 2015 - - - - - - - - Former Director 2014 - - - - - - - - 2013 - - - - - - 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 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 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, 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 Section 16(a) Beneficial Ownership Reporting Compliance Name Position Filed Reports Steven Onoue Director Yes Arnulfo Saucedo-Bardan Director Yes Kenneth Bosket Officer, Director Yes Montse Zaman Officer, Director Yes Crown Marketing Shareholder Yes Item 12: Security Ownership of Certain Beneficial Owners and Management There were Names and Addresses Number of Shares Percent of Beneficially Steven Onoue (1) 11226 Pentland Downs Street Las Vegas, NV 89141 Montse Zaman (1) 11226 Pentland Downs Street Las Vegas, NV 89141 Crown Marketing Corporation Mina #222 Sur, Gomez Palacio, Durango Mexico CP 35000 Ken Bosket (1) 1453 Flintrock Road Henderson, Nevada 89014 Mike Zaman (1) 11226 Pentland Downs Street Las Vegas, NV 89141 Arnulfo Saucedo Bardan (1) 11226 Pentland Downs Street Las Vegas, Nevada 89141 All directors and officers as a group ___________________ (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. 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 Equity compensation plans not approved by security holders Total 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 amount of shares to be issued pursuant to the Plan. Item 13: The Company is provided office space by one of the officers and directors at no charge. The Company As of December 31, As of December 31, 2015 and 2014, the aggregate outstanding balance of notes payable to related parties was $23,674 and $155,885, respectively consisting of loans described below. During the year ended December 31, During 2014, Arnulfo Saucedo-Bardan, a Director of the Company, made multiple advances During 2014, Mark Vega, a Director of the Company, made multiple advances due from the Company of $21,300. The debt is unsecured, carries 12% interest rate and is due on demand. Mr. Vega cancelled the $21,300 debt during 2015 which was recognized as a capital transaction. On October 18, 2013 the Company borrowed an additional $8,550 from Ken Bosket our CEO. This is a demand note is unsecured and contains a zero percent stated interest rate. The total due to Ken Bosket at December 31, 2014 was $25,550. Mr. Bosket cancelled $8,550 of the total debt during 2015 which was recognized as a capital transaction. During 2015, the Company repaid the $17,000 balance of the debt and interest of $2,607 through the issuance of 19,607 common shares resulting in a loss of $3,921. During 2014, a related party of the Company, made advances due from the Company of $4,000. The debt is unsecured, carries 12% interest rate and is due on demand. During 2014, Montse Zaman, a Director of the Company, made multiple advances and received payments for a net amount advanced to the As of December 31, 2014, the Company had $17,025 due to Phoenix Consulting Services, a company controlled by Montse Zaman, as three year unsecured notes due on November 19, 2012, with interest accruing at 12% per annum. As of December 31, 2014, the notes were in default and accrue interest at the rate of 18% per annum. During 2015 the Company repaid the $17,025 note and interest of 11,381 through the issuance of 28,406 common shares resulting in a loss of $5,681. During 2015, the company made additional borrowings of $230 under a related During 2014, the Company loaned $14,700 to iB2B Global, Inc. (f.k.a EQCO2, Inc.). The In July 2013 the Company entered into a As of December 31, 2015 and December 31, 2014, the Company Item 14: Principal Accounting Fees and Services The following table presents for each of the last two fiscal years the aggregate fees billed in connection with the audits of our financial statements and other professional services rendered by our independent registered public accounting firm MaloneBailey, LLP, Certified Public Accountants and Consultants. 2015 2014 Audit fees 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. (a) Financial Statements and Schedules Report of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets as of December 31, F-2 Consolidated Statements of Operations for the Years Ended December 31, F-3 Consolidated Statement of F-4 F-5 Notes to the Consolidated Financial Statements F-6 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 32.1* Certification of Chief Executive Officer and 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.INS ** XBRL Instance Document 101.SCH ** XBRL Taxonomy Extension Schema Document 101.CAL ** XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF ** XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ** XBRL Taxonomy Extension Label Linkbase Document 101.PRE ** XBRL Taxonomy Extension Presentation Linkbase Document ___________________ * 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. 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 CROWN EQUITY HOLDINGS, INC. By: /s/ 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 Signature Title /s/ Director, Chief Executive Officer Mike Zaman /s/ Steven Onoue Director Steven Onoue /s/ Montse Zaman Director, Secretary, Treasurer Montse Zaman /s/ Director, Chief Financial Officer (Principal Kenneth Bosket Financial Officer), Principal Accounting Officer REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Crown Equity Holdings, Inc. Las Vegas, Nevada We have audited the accompanying consolidated balance sheets of Crown Equity Holdings, Inc. and its subsidiaries (collectively, the We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Crown Equity Holdings, Inc. and its subsidiaries as of December 31, The accompanying consolidated financial statements have been prepared assuming that Crown Equity Holdings, Inc. will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, Crown Equity Holdings, Inc. has historically suffered losses from operations and has a working capital deficit which raise substantial doubt about its ability to continue as a going concern. /s/ MaloneBailey, LLP www.malonebailey.com Houston, Texas September 15, 2016 CROWN EQUITY HOLDINGS, INC. Consolidated Balance Sheets December 31, 2015 and 2014 December 31, December 31, ASSETS 2015 2014 Current Assets Cash Total Current Assets Property, Plant and Equipment, net of accumulated depreciation of $73,992 and $73,374 TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable Accrued Expenses to Related Parties Notes Payable Notes Payable to Related Parties Total Current Liabilities Stockholders' Deficit Preferred Stock, 10,000,000 shares authorized, 9,000,000 undesignated authorized at $.001 par value, none issued or outstanding Series A Convertible Preferred Stock, $0.001 par value, 1,000,000 shares authorized, none issued or outstanding Common Stock, 490,000,000 authorized at $0.001 par value; shares issued and outstanding 10,904,564 and 10,566,969 Additional Paid-In Capital Accumulated Deficit Total Stockholders' Deficit TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT The accompanying notes are an integral part of these consolidated financial statements. CROWN EQUITY HOLDINGS, INC. Consolidated Statement of Operations Year ended December 31, 2015 2014 REVENUES OPERATING EXPENSES Depreciation General and Administrative TOTAL OPERATING EXPENSES NET OPERATING LOSS OTHER INCOME (EXPENSE) Loss on Impairment of Marketable securities Loss on Derivatives Loss on Debt Extinguishment Other Expense Unrealized Loss on Marketable Securities (2,900 ) Interest Expense TOTAL OTHER INCOME (EXPENSE) NET LOSS BEFORE INCOME TAXES Provision for Income Tax Expense NET LOSS EARNINGS PER SHARE Weighted Average Number of Common Shares Outstanding, basic and diluted Net Loss per Common Share, basic and diluted The accompanying notes are an integral part of these consolidated financial statements. CROWN EQUITY HOLDINGS, INC. CONSOLIDATED STATEMENTS OF YEARS ENDED DECEMBER 31, Preferred Stock Common Stock Additional Accumulated Shares Amount Shares Amount Capital Deficit Total Balance, December 31, 2013 Common stock issued for services Common stock issued for cash Common stock issued for debt and interest Preferred stock issued for debt and interest Preferred stock converted to common stock Resolution of derivative liabilities Net Loss Balance, December 31, 2014 Issuance of common stock for services Conversion of accounts payable to common stock Sale of common stock for cash Conversion of debt to common stock Forgiveness of related party debt Net Loss Balance, December 31, 2015 The accompanying notes are an integral part of these consolidated financial statements. CROWN EQUITY HOLDINGS, INC. Consolidated Statements of Cash Flows Years Ended December 31, 2015 2014 CASH FLOWS FROM OPERATING ACTIVITIES Net Loss Adjustments to reconcile net loss to net cash used in operating activities: Depreciation Common Stock Issued for Services Unrealized Loss on Marketable Securities Loss on Marketable Securities Loss on Derivative Liabilities Amortization of Debt Discounts Loss (Gain) on Debt Extinguishment Loss on Write Off of Related Party Loans Changes in operating assets and liabilities. Accounts Payable and Accrued Expenses Net Cash Used in Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Loans to Related Parties Loans to Third Parties Net Cash Used in Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Sale of Stock Proceeds from Notes Payable Proceeds from Notes Payable - Related Party Payments on Related Party Notes Payable Net Cash Provided by Financing Activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF THE PERIOD SUPPLEMENTAL DISCLOSURE: Cash Paid for Interest Cash Paid for Income Taxes NONCASH INVESTING AND FINANCING ACTIVITIES: Common stock issued for debt and interest Issuance of common stock for accounts payable conversions Preferred stock issued for debt and interest Debt discount due to derivative Preferred stock converted to common stock Forgiveness of debt – related party Resolution of derivative liabilities The accompanying notes are an integral part of these consolidated financial statements. CROWN EQUITY HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES Nature of Business Crown Equity Holdings Inc. In 2010, the Company formed two subsidiaries Crown Tele In 2011, the Company formed a wholly owned subsidiary CRWE Real Estate Inc. CRWE Real Estate Inc. will hold real estate. Principles of Consolidation The consolidated financial statements include the financial information of Crown Equity Holdings and its wholly owned subsidiaries, Crown Tele Services Inc., Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. Cash and Cash Equivalents Crown Equity considers all highly liquid investments purchased with an original maturity of three months or less to be 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 FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the Revenue Recognition Crown The Company recognizes its revenue from the display of impression and click based ads, as well as from its publishing distribution service and domain name registration products and recognizes revenue when the service is provided. Services are normally completed as described on the sales invoice issued for the service provided. In most cases the services is a one-time completion and recognized when the service is completed. 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 was no allowance for doubtful accounts as of December 31, During 2014, the Company loaned $7,940 to a third party service provider. This loan and $16,200 of loans to related parties (see Note 5) were written-off during 2014 as they were deemed uncollectible. This resulted in a total loss of $24,140 in 2014. Concentrations In 2015, 52%, 45% and 3% of the Company’s total revenue was General and Administrative Expenses Crown Marketable Securities In accordance with Accounting Standards Codification 825 an entity is permitted to irrevocably elect fair value on a contract-by-contract basis for new assets or liabilities within the scope of ASC 825 as the initial and subsequent measurement attribute for those financial assets and liabilities and certain other items including property and casualty insurance contracts. Entities electing the fair value option are required to (i) recognize changes in fair value in earnings and (ii) expense any upfront costs and fees associated with the item for which the fair value option is elected. Entities electing the fair value option are required to distinguish, on the face of the statement of financial position, the fair value of assets and liabilities for which it has elected the fair value option, and similar assets and liabilities measured using another measurement attribute. An entity can accomplish this either by reporting the fair value and non-fair-value carrying amounts as separate line items or by aggregating those amounts and disclosing parenthetically the amount of fair value included in the aggregate amount. Crown Equity adopted ASC 825 in the third quarter of fiscal 2009 and elected the fair value option for all their marketable securities. Management has elected the fair value option as management believes it best reflects the true market value of the securities at the date of valuation. The Company reports the change in value of the securities as realized or unrealized gains or losses on a quarterly basis against earnings. The gain or loss is calculated as the difference between the acquiring value and the closing market value at the end of the reporting period. For securities purchased, the acquiring value is the fair value of the securities on the date they are acquired. For securities received as payment for revenue transactions, the acquiring value is the fair value of the securities on the date the Company receives the shares as this is the date the company is fully vested in the stock. Equity Method Investments For investments that represent significant influence in the investee, the Company follows ASC 323 Investments—Equity Method and Joint Ventures when recognizing these investments in the consolidated financial statements. Under this method, any net income or net loss must be recorded against the During 2012, the 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, which are 3 to 5 years. 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 estimated based upon either discounted cash flow analysis or estimated salvage value. No impairment charge was recorded in Basic and Diluted Net Loss per Share Basic and diluted net loss per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted net loss per share are the same due to the absence of common stock equivalents. Income Taxes Crown Equity recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Crown Equity provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Uncertain tax position Fair Value of Financial Instruments The Company's financial instruments consist of cash, marketable securities and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements. Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. Recently Issued Accounting Pronouncements 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. NOTE 2 – GOING CONCERN As shown in the accompanying consolidated financial statements, Crown Equity has Crown Equity continues to review its expense structure reviewing costs and their reduction to move towards profitability. The NOTE 3 – MARKETABLE SECURITIES Marketable securities are classified as available-for-sale and are presented in the consolidated balance Per Accounting Standards Codification 820 ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data Crown Equity has classified these marketable securities at level 1 with a fair value of The Company has fully impaired the NOTE During · A demand, unsecured, · A demand, unsecured, 12% interest bearing convertible note for · A demand, unsecured, non-interest bearing note for · A demand, unsecured, 12% interest bearing note for $5,500 funded during 2014 from a non-related party. Principal and accrued interest were later converted into 5,555 common shares valued at $6,666. · An increase in an existing demand, unsecured, non-interest bearing note for $17,500 funded during 2014 from a non-related party. $25,068 of the total principal, and accrued interest were later converted into 27,589 common shares valued at $29,493 leaving the balance at $5,000outstanding at December 31, 2014. · An increase in an existing demand, unsecured, note bearing interest between 0% and 12% for $32,200 funded during 2014 from a non-related party. $33,450 was outstanding at December 31, 2014. Also during 2014, an existing demand, unsecured, non-interest bearing note for $1,250 from a non-related party, principal and accrued interest were converted into 1,425 shares of common stock valued at $1,354. The During 2015 the Company borrowed an aggregate $22,983 under the following third party transactions: · A demand, unsecured, 12% interest bearing note for $1,000 from a non-related party. · A demand, unsecured, 12% interest bearing note for $983 from a non-related party. · A demand, unsecured, 12% interest bearing note for $20,000 from a non-related party. · A demand, unsecured, 12% interest bearing note for $1,000 from a non-related party. During 2015, third party debt of $59,433 was settled through the issuance of As of December 31, NOTE The Company As of As of December 31, 2015 and 2014, the aggregate outstanding balance of notes payable to related parties During the year ended December 31, During 2014, Arnulfo Saucedo-Bardan, a Director of the Company, During 2014, Mark Vega, a Director of the Company, made multiple advances due from On October 18, 2013 the Company borrowed an additional $8,550 from Ken Bosket our CEO. This is a demand note is unsecured and contains a zero percent stated interest rate. The total due to Ken Bosket at December 31, 2014 was $25,550. Mr. Bosket cancelled $8,550 of the total debt during 2015 which was recognized as a capital transaction. During 2015, the Company repaid the $17,000 balance of the debt and interest of $2,607 through the issuance of 19,607 common shares resulting in a loss of $3,921. During 2014, a related party of During As of December 31, 2014, the Company had $17,025 due to Phoenix Consulting Services, a company controlled by Montse Zaman, as three year unsecured notes due on November 19, 2012, with interest accruing at 12% per annum. As of December 31, 2014, the notes were in default and accrue interest at the rate of 18% per annum. During 2015 the Company repaid the $17,025 note and interest of 11,381 through the issuance of 28,406 common shares resulting in a loss of $5,681. During 2015, the Company made additional borrowings of $230 under a related During 2014, the Company loaned $14,700 to iB2B Global, Inc. (f.k.a EQCO2, Inc.). The In July 2013 the Company entered into a As of December 31, 2015 and December 31, 2014, the Company NOTE In December, 2007, the Company adopted the Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2007. Under the Plan, 10,000,000 shares are reserved for issuance to employees, officers, directors, advisors and consultants. The Company effected a 2,000 for 1 reverse split of its common stock on June 9, 2014 and amended its authorized stock to include 490,000,000 shares of common stock and 10,000,000 shares of preferred stock. All share and per share amounts herein have been retroactively restated to reflect the split. The Company issued 100,000 shares of Series A preferred stock on September 23, 2014 to a related party for the conversion of debt and accrued interest (see Note 5). These shares carry a conversion right of 100 shares of common stock for each preferred share held. During · 22,081 common shares issued for cash proceeds of $22,081, · 152,496 common shares issued for services with a value of $240,322, · 143,523 shares issued with fair value of $178,236 for the settlement of $123,523 in debt and interest resulting in a loss of $54,713, · and 19,495 shares issued with fair value of $23,394 for the settlement of $19,495 in accounts payable resulting in a loss of $3,899. During · 20,500 common shares for services with a value of · 21,000 common shares for cash of · 86,000 common shares for the conversion of notes payable and interest valued at · and 10,000,000 common shares for the conversion of 100,000 preferred shares. NOTE 7 – DERIVATIVE LIABILITY The Company accounts for derivative financial instruments in accordance with ASC 815, which requires that all derivative financial instruments be recorded in the The Company's derivative liability is an embedded derivative associated with the Company's convertible promissory notes. The convertible promissory note was issued on July 14, 2014 and contains an embedded derivative feature which would individually warrant separate accounting as a derivative instrument under Paragraph 815-10-05-4. The embedded derivative feature includes the conversion feature to The embedded derivative within the note have been valued using the Black Scholes approach, recorded at fair value at the date of issuance; and marked-to-market at each reporting period end date with changes in fair value recorded in the Company's statements of operations as "change in the fair value of derivative instrument". For the year ending December 31, 2015, there is no derivative liability. As of July 14, 2014 and December 31, 2014, the estimated fair value of derivative liability was determined to be $76,162 and $0, respectively. On July 14, 2014, the derivative liability was recognized with a debt discount of $40,000 and a loss on derivative liabilities of $36,162. During the year ended December 31, 2014, amortization of $40,000 was recorded against the discount. The change in the fair value of derivative liabilities for the year ended December 31, 2014 was a gain of $4,038 resulting in an aggregate loss on derivative liabilities of $32,124. Summary of Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets: Fair Value Measurement Using Carrying Value Level 1 Level 2 Level 3 Total Derivative liabilities on conversion feature Total derivative liabilities Summary of the Changes in Fair Value of Level 3 Financial Liabilities The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended December 31, 2014: Derivative Fair value, December 31, 2013 Additions recognized as debt discount Additions recognized as derivative loss Change in fair value Resolution due to conversion of debt Fair value, December 31, 2014 NOTE 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 The 2015 2014 Net operating loss Valuation allowance Net deferred tax asset As of December 31, NOTE Total common shares · 168,267 shares were issued for cash proceeds of $93,767 and · 119,000 shares were issued for the settlement of promissory notes and interest of $59,707. On June 1, 2016 the following executive changes occurred: F-1210-K/A(Amendment No. 1)ox ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19342012CROWN EQUITY HOLDINGS INC.(Exact name of registrant as specified in its charter) 448-1543oYes o No x NooYes o No x Noxo No oxxo No oxregistrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. o26, 201330, 2015 was 329,843,351.371,653. The aggregate market value of these shares, computedthe common stock held by reference tonon-affiliates of the market closing price onregistrant was approximately $286,173 as of June 20, 2013 was $1,319,373.30, 2015. For the purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.Company’sCompany's $.001 Par Value Common Stock as of June 26, 2013September 15, 2016 was 878,192,502.“Company”"Company") was incorporated on August 31, 1995 as “Visioneering Corporation”"Visioneering Corporation" under the laws of the State of Nevada.(“CTS”("CTS"), a Nevada corporation, began to develop, sell and produce computer systems which are capable of running multiple monitors from one computer.threetwo wholly owned subsidiaries Crown Tele Services Inc., Crown and CRWE Direct Inc. and Crown Real Estate, Inc. Crown Tele Services Inc. was formed to provide voice over internet services to clients at a competitive price, CrownCRWE Direct Inc. was formed to provide direct sales to customers and Crown Real Estate was formed to hold real estate. All threecustomers. Both entities had minimum sales during the year.Company through the year has provided consulting and services to numerous clients. However, the Company’s relationship with Cleantech Transit Inc. results in about 90% of the revenue for the Company. The Company provides various management services to its clients. These services include, but are not limited to, general management of a company, financials services including the assisting of audits and public filings and preparation of business plans for its clients .The condition of online publishing isremains at an all-time high and is continuing to evolve and grow. It is to a point where online publishing is now a key component of a publishing company’scompany's strategy in the print dominated market. No longer is the possession of printed reading material adding value to a reader’sreader's experience.Company’sCompany'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 community targeted online news and information publishing. The Company has begun increasing its web presence with dedicated community targeted news and information publishing websites, which are scheduled to begin releasing in January of 2014. This strategy will allow the Company to attain readership and advertisers within communities for additional advertisement value for the Company.2 Company’sCompany's system and method of rendering public financial relations over the Internet. The Company was paid a one-time licensing fee of $250,000 for the license but will not receive any future royalty or license payments from Velvet. Revenue from this sale allowed the Company to expand its efforts in developing it normal course of business as describe above.2Company’sCompany's office is located at 11226 Pentland DownDowns Street, Las Vegas NV 89141.2012,2015, the Company had no employees and utilized the services of one5+ independent contractor, Lowell Holden, through his company. Mr. Holden is an officercontractors, Derrick Bosket, Mark Vegas, Emedia Village, John Scrudato and director ofArnulfo Saucedo-Bardan during the Company. The otheryear. Kenneth Bosket and Montse Zaman, officers of the Company received no remuneration for their services for the year ended December 31, 2012.NoneOn May 25, 2010, the Company designated 25,000 shares of its preferred stock as Series A Convertible Preferred Stock (the “Series A Stock”). The Series A Stock is convertible at the option of the holder into 10,000 shares of the Company’s common stock for each share of Series A Stock held. No Series A Stock has been issued. In March, 2011, the Company amended its Series A Stock, increasing the number of shares to 1,000,000 shares with each share convertible into one hundred (100) shares of the Company’s common stock at the option of the Holder. The Company accepted a subscription to issue 600,000 shares of its Series A Stock to an unaffiliated third party for $600,000 in April 2011. During the year ended December 31, 2012 the Company converted the 600,000 shares of Series A preferred into 60,000,000 shares of common stock.Registrant’sRegistrant's Common Equity and Related Shareholder MattersCompany’sCompany's common stock is currently traded on the OTC Electronic Bulletin Board in the United States, having the trading symbol “CRWE”"CRWE" and CUSIP #22834M107. The Company’sCompany's stock is traded on the OTC Electronic Bulletin Board. As of June 24 2013,December 31, 2015, the Company had 878,192,50210,904,564 shares of its common stock issued and outstanding of which 329,843,35110,496,152 were held by non-affiliates.2012and 2011.Period High Bid Low Bid .028 .011 .031 .011 .0297 .011 .0297 .015 .0296 .0098 .015 .0045 .01 .0039 .008 .0023 2.46 1.48 1.87 0.75 1.20 0.62 1.25 0.65 38.00 9.80 20.00 2.00 2.00 0.80 2.99 0.95 33 2012,2015, the Company estimates there are approximately 45 “holders85 "holders of record”record" of its common stock and estimates that there are approximately 150 beneficial shareholders of its common stock. The Company has authorized 4,900,000,000490,000,000 shares of common stock, par value $.001 and 100,000,00010,000,000 shares of preferred stock, par value $.001, none of which are issued and outstanding.Management’sManagement's Discussion and Analysis or Plan of Operation“anticipated”"anticipated", “estimate”"estimate", “expect”"expect", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions including the possibility that the Company will fail to generate projected revenues. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.20122015 and 20112014 should be read in conjunction with the financial statements of the Company and related notes included therein.Company’sCompany 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.Company’sCompany's most significant change in liquidity or capital resources or stockholders’stockholders' equity has been receipts of proceeds from offerings of its capital stock and from a license fee. The Company’sCompany's balance sheet as of December 31, 20122015 reflects expanded assets and reduced liabilities from the previous year due to equity method investments received from related party revenues and conversion of notes payable to common shares. The revenue transaction has had a positive impact on the Company’sCompany's liquidity; however, it may 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, 2012,2015, the Company has $91,794 due$35,174 of notes payable used for providing working capital to Montse Zaman, an officer and director, and $17,025 due to Phoenix Consulting Services, a company controlled by Montse Zaman, as three year unsecured notes due on November 19, 2012, with interest accruing at 12% per annum. As of December 31, 2012 the notes are in default and accrue interest at the rate of 18% per annum. The Company also has $1,000 due to Tisa Capital, controlled by a related party, which note is unsecured, bears no interest and is due on demand.42012,2015, the Company had negative working capital of $102,612$215,319 which consisted of current assets of $141,209$2,448 and current liabilities of $243,821.$217,767. The current liabilities of the Company at December 31, 20122015 are composed primarily of accounts payable and accrued expenses of $132,002$177,567, accounts payable to related party of $5,026 and, short-term debt of $111,819 with the portion$11,500 and short-term debt due to related parties of $109,819.20122015 was $173,56367,906 compared to cash flow used of $1,056,964$212,629 for the same period in 2011.2014. This represents a positive changedecrease of $883,401. The primary factors to the change include the decrease in net loss of $1,232,665 and decrease in investments received for revenues of $1,287,638, offset by decrease in unrealized losses of marketable securities of $1,463,600.4 provided byused in investing activities for the year ended December 31, 2012 totaled $4,837 and included cash paid2015 was $0. Cash flows used in investing activities for the purchase of fixed assets totaling $51 and proceeds from the sale of marketable securities of $4,888 compared to cash paid for fixed assets of $7,205 and proceeds from the sale of marketable securities of $398,767 as investing activities during 2011.$85,610$67,985 for the year ending December 31, 20122015 compared to $600,000$236,550 for the same period in 2011.2014. The 2012 financing was due toactivities in 2015 consisted of loan proceeds and payments and the sale of Common stock of $10,000, issuance of related party debt of $14,610 and the issuance of third party debt and convertible debt of $61,000. The cash flow from financing activity in 2011 was from the issuance of 600,000 shares of preferred stock for cash.2012,2015, the Company had total assets of $293,483$2,448 and total liabilities of $243,821. Stockholders’ equity$217,767. Stockholders' deficit as of December 31, 20122015 was $49,662$215,319 compared to equitya deficit of $491,980$418,382 at December 31, 2011. Liabilities decreased in 2012 due to the decrease in accounts payable and accrued expense from $182,697 at December 31, 2011 to $132,002 at December 31, 2012 and reduction of deferred revenue of $193,219 as of December 31, 2011 to $0 at December 31, 2012.2014. 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.Company’sCompany's existing capital may not be sufficient to meet the Company’sCompany's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.For - Comparison of the year endedYear Ended December 31, 2012,2015 to the Company had revenues of $24,354 compared to $1,570,814 revenuesYear Ended December 31, 20142011. Revenue decrease was due primary2015 were $1,916 compared to the reduced number of clients in 2012 over 2011 and the concentration of revenue from one client in 2012. For$183 for the year ended December 31, 2012, the Company had operating expenses2014, an increase of $380,212$1,733. This reflects increased revenue from our services and a net loss of $789,129. Expenses consisted of general and administrative expenses of $346,651, impairment of investment due to the equity method of $172,617 and loss form the equity method of $234,581 alongproduct with other expenses. Fornon-related party customers.2011,2015, we incurred $311,669 in operating expenses, compared to $534,085 in the same period ended December 31, 2014, a decrease of $222,416.operating expensesa net loss for the year ended December 31, 2015 of $1,995,944 and$373,111 compared to a net loss of $2,021,794. Expenses during this period were mostly from general and administrative expenses of $1,989,524 and unrealized losses on marketable securities of $1,435,600. The difference in expenses between$1,129,711 for the two periods resulted included from the Company's decreased operations during 2012. The net loss per share was $0.00 for year ended December 31, 2012 and 2011.5The difference2014. This decrease in revenues from 2011 to 2012 resulted from a modification to the Company’s operations. The Company focused its efforts its management contract with related party Cleantech Transit, Inc. The Company providing services and does not have inventory or product costs. The Company’s expenses in 2012 were significantly lower than 2011 due to no employee expense for mostnet loss of the year and compensating one consultant for its services provided. Compensation and payroll cost totaled $176,038, professional services costs including legal and accounting expenses of $76,266, and advertising costs of $34,555 comprising the major expenses of operations during 2012.The concentration of the Company’s efforts with Cleantech reduced its ability to market its services to a broader market and created some uncertainty as to its future operations and ability to continue. The concentration creates a risk with more than 90% of its business from one entity compared to a broader sales base in 2011.Exhibit 1, page 1F-1 and are incorporated herein by this reference.5 “Act”"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’sCompany'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.6Management’sCompany’sCompany's annual or interim financial statements will not be prevented or detected on a timely basis.-Lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Chief Executive Officer. Our President does 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 Chief Financial Officer and the work is not reviewed by anyone.- 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. company’scompany'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.Company’sCompany's registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report was not subject to the attestation by the Company’sCompany's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’smanagement's report in this annual report.Company’sCompany's management carried out an assessment of the effectiveness of the Company’sCompany's internal control over financial reporting as of December 31, 2012.2015. The Company’sCompany's management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company’sCompany's internal control over financial reporting was not effective as of December 31, 2012.76 54July, 07/2002 66CEO, June 200806/2008; appointed to COO on 7/10/2015 38February, 02/2008 Lowell Holden 70CFO, January 201011/2013Company’sCompany's stockholders. Thereafter, Directors will be elected for one-year terms at the annual stockholders’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.Company’sCompany's affairs on an “as needed”"as needed" basis. As a result, the actual amount of time which each will devote to the Company’sCompany's affairs is unknown and is likely to vary substantially from month to month.7 8Company’sCompany's CFO in ensuring that all financial transactions are accurately and properly reported.LOWELL HOLDENLowell HoldenJohn Scrudato CPA is a CFO and Chief Accounting OfficerDirector. In his capacity over the last twenty five years as managing partner of both, Scrudato & Co., CPA's, and John Scrudato CPA., has administered and supervised the CompanyCompany's audit, accounting, and tax clients, provided CFO services for individual clients, as well as Edgar financial oversight, and is an invaluable resource for all public accounting issues. This accounting professional is a registered agent with the PCAOB and audits publicly traded companies through their oversight policies. Mr Scrudato resigned as director and officer in January of 2016.Since 1983, Mr. HoldenHe brings years of corporate planning and technical (IT) management experience to the company. Mark has owned and operating his own consulting firm, LS Enterprises,been over the IT department of Crown Equity Holdings Inc., which provides business consulting, accountingfor over 7 years. His responsibilities include overall technical strategy in addition to managing advanced development groups. Mr. Vega attended California State University, studying Computer Science, Chemistry and other servicesMusic. He was appointed as the Company's Chief Technology Officer in October of 2013. Mr. Vega resigned as director and officer in February of 2015.businesses.Florida in the 1980's where he attended Florida International University to study Computer Science. Since becoming a U.S. citizen in 1995, 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.Holden Saucedo – Bardan has a broad range of business experience including managing, securing financing, structuring of transactions, andBachelor Degree in engineering from the Instituto Tecnologico De La Laguna in Torreon Coahuila.experienced and knowledgeable in managing relationships with customers, financing institutions and stockholders. Mr. Holden alsoa director, as well as Vice President. He has a background in assistingaccounting and has represented various companies in fulfilling their financial auditingcourt before the IRS and SEC reporting requirements.California State Tax Board. As an entrepreneur, Mr. Lowell HoldenChacon owned the Taj Mahal of Beverly Hills restaurant, in California. Rudy joined the Crown Equity Holdings Inc team in January of 2016.8 Bachelor'smember of Science degreethe Nevada State Bar and is also admitted to practice before the United States Supreme Court, the United States District Court for the District of Nevada, the Ninth Circuit Court of Appeals, the United States Tax Court and the United States Court of Claims. Mr. Gewerter is a graduate of the University of Southern California where he received his Bachelor of Arts and Master of Science. He received his Juris Doctor from Iowa State University.Company’sCompany'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.Company’sCompany'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’sCompany'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’sCompany'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’sCompany's other shareholders, rather than their own personal pecuniary benefit.9Company’sCompany'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 89146.During fiscal 2012 the Company paid its officers and directors an aggregate of $11,250 plus issued 7,218,580 shares of common stock valued at $116,538 for an aggregate value of $127,788 for their services.2012, Mr. Saucdeo-Bardan, an officer and director, resigned from the Company.2013, Mr. Bosket and Ms. Zaman had agreed in 2012 to terminate their employment with the Company while continuing to serve as officers and directors without compensation. This decision was necessitated due to the dramatic decrease in the Company’sCompany's revenues and its inability to continue paying them as employees. The fourth directorIn July of 2013, an attempt to re-establish Mr. Bosket and officer, Mr. Holden, continuedMs. Zaman as an independent consultant with maintaining the Company’s books and records. His remunerationemployees was primarily in sharesinitiated, but once again became short termed because of the Company’s stockdecreased revenues and therefore continued the year beginning in August for his services.9 2,000 - - - - - - 2,000 12,000 - - - - - - 12,000 8,000 - - - - - - 8,000 - - - - - - - - 4,800 - - - - - - 4,800 - - - - - - - - - - - - - - - - 22,000 - - - - - - 22,000 3,000 - - - - - - 3,000 2,000 - - - - - - 2,000 11,425 - - - - - - 11,425 7,500 - - - - - - 7,500 4,000 - - - - - - 4,000 9,000 - - - - - - 9,000 2,000 - - - - - - 2,000 - - - - - - - - - - - - - - - - - - - - - - - - - 18,000 18,000 Name andPrincipalPositionAnnual compensationLong-term compensation Salary($)Bonus($)Otherannualcompen-sation($)AwardsPayoutsAll othercompen-sation($) (1)10 YearRestrictedstockaward(s)($)Securitiesunder-lyingoptions/SARs(#)LTIPpayouts($)Total CompensationKennethBosket, CEO, Director2012201120102,75035,00028,000----19,53837,00038,000----22,28872,00066,000Arnulfo Saucedo-Bardan, Chairman, Director (1)2012201120102,75035,00029,400------19,53837,00039,600-------22,28872,00069,000Montse Zaman, Secretary, Treasurer, Director2012201120103,00064,50061,250------43,38579,50087,950------46,385144,000149,200Lowell HoldenCFO, Director2012201120102,75035,00031,500-----34,07737,00028,500----36,82772,00060,000-____________(1) Mr. Saucedo-Bardan resigned as a director and chairman during 201210DIRECTORS COMPENSATIONName andPrincipalPositionAnnual compensationLong-term compensation Salary($)Bonus($)Otherannualcompen-sation($)AwardsPayoutsAll othercompen-sation($) (1)YearRestrictedstockaward(s)($)Securitiesunder-lyingoptions/SARs(#)LTIPpayouts($)Total CompensationKennethBosket, CEO, Director2012201120102,75035,00028,000----19,53837,00038,000----22,28872,00066,000Arnulfo Saucedo-Bardan, Chairman, Director (1)2012201120102,75035,00029,400------19,53837,00039,600-------22,28872,00069,000Montse Zaman, Secretary, Treasurer, Director2012201120103,00064,50061,250------43,38579,50087,950------46,385144,000149,200Lowell HoldenCFO, Director2012201120102,75035,00031,500-----34,07737,00028,500----36,82772,00060,000-____________(1) Mr. Saucedo-Bardan resigned as a director and chairman during 201211Company’sCompany's directors or executive officers.officer’sofficer's employment or from a change-in-control of the Company or a change in such executive officer’sofficer'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.100,000,00050,000 shares are reserved for issuance to employees, officers, directors, advisors and consultants. As of December 31, 2012, 57,710,0002013, 28,855 shares had been issued under the Plan.individual’sindividual's employment with the Company, or from a change in control of the Company or a change in the individual’sindividual's responsibilities following a change in control.2012,2015, the following persons were officers, directors and more than ten-percent shareholders of the Company’sCompany's common stock:Steven OnoueDirectorYesKenneth BosketOfficer, Montse ZamanOfficer, DirectorYesLowell HoldenOfficer, Shareholder11 Yes880,325,83510,904,564 shares of the Company' common stock issued and outstanding on December 31, 2012.2015. There are 100,000,00010,000,000 shares of preferred stock, par value $.001, authorized with none outstanding. 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.12Names and Addresses Number of Shares Owned Beneficially Percent of Beneficially Owned Shares Steven Onoue (1) 3,500,000 .40 % 5440 Sahara, Suite 205 Las Vegas, NV 89146 Kenneth Bosket (1) 9,736,636 1.11 % 5440 Sahara, Suite 205 Las Vegas, NV 89146 Montse Zaman (1) 88,338,040 10.03 % 5440 Sahara, Suite 205 Las Vegas, NV 89146 Lowell Holden(1) 5,980,375 .68 % 5440 Sahara, Suite 205 Las Vegas, NV 89146 Crown Marketing Corporation 440,794,100 50.07 Mina #222 Sur, Gomez Palacio Durango Mexico CP 35000 Aida Bardan Gloria(2) 440,794,100 50.07 Mina #222 Sur, Gomez Palacio Durango Mexico CP 35000 All directors and officers as a group (4) 107,555,051 12.22 % ___________(1) Denotes officer or director.(2) Mrs. Bardan Gloria is the sole shareholder of Crown Marketing Corp. She is the mother of Montse Zaman. Ms. Zaman disclaims any beneficial interest in the shares owned by Crown Marketing.
Owned Beneficially
Owned Shares1,318 0 % 99,378 0.01 % 10,220,398 0.94 % 21,022 0 % 7,476 0 % 1,611 0 % 10,354,452 0.95 % 12 -- -- 66,290,000 -- -- -- -- -- 66,290,000 13CertainAll Relationships and Related TransactionsIn 2012,paid the following related parties:· Ken Bosket, CEO and director, received $2,750 in cash and 1,098,862 shares of restricted stock for a total value of $19,538· Montse Zaman, Secretary, Treasurer and director, received $3,000 in cash and 2,460,455 shares of restricted stock for a total value of $43,385.· Lowell Holden CFO and director, received $2,750 in cash and 2,560,401 shares of restricted stock for a total value of $34,077On December 2, 2009, the Company signed a one year leasebelieves that this office space is sufficient for 2,400 square feet of office space. The rentits needs for the space was $2,400 per month or $28,800 paid in 2011. The landlord is Ms. Zaman’s husband. The lease was renewed for one more year at the same rental rate as in 2011 and terminated as of June 30, 2012.On November 20, 2009, the Company converted accounts payable and advances from Montse Zaman, a related party, of $79,184 to a three year unsecured note maturing on November 19, 2012. Interest is incurred at 12% per annum unless the principal and interest are not paid by maturity at which time the interest rate accelerates to 18% per annum. During 2010 the related party advanced the Company $8,000 and brings the total principal amount under the note asforeseeable future.20122015 and 20112014, the Company had a payable of $5,026 to $79,184.Montse Zaman. The notepayable is in default.2012, Montse Zaman2014, a related party converted debt of $79,184 and accrued interest of $20,010 into 100,000 shares of Series A preferred stock. The fair value of the preferred stock was determined to be $470,000 based upon the estimated fair value of the Company resulting in a loss on the extinguishment of debt of $370,806. This preferred stock was later converted into 10,000,000 shares of common stock during 2014.totaling $12,610due from the Company of $50,100. During 2015, Arnulfo Saucedo-Bardan, made additional advances due from the Company of $14,421. The debt is unsecured, carries 12% interest rate and is due on demand. Mr. Saucedo-Bardan cancelled the $64,521 debt and interest of $770 during 2015 which was recognized as a capital transaction.13 Company.Company of $16,900. The debt is unsecured, carries zero interest and is due on demand.During the year ended The total outstanding balance under these advances was $36,910 at December 31, 2012,2014. Ms. Zaman cancelled $17,000 of the $36,910 debt during 2015 which was recognized as a capital transaction. During 2015, Montse, made additional aggregate advances to the Company borrowed $1,000 from Tisa Capital Corpthat totaled $8,270, for an outstanding balance of $28,180, of which the Company repaid $8,736 and interest of $685 in 2015 through the issuance of 9,421 common shares resulting in a loss of $1,884. The total outstanding balance under these advances was $$19,444 at December 31, 2015.party.party note and $1,000 of related party loans and interest of $373 was converted to 1,373 common shares resulting in a loss of $275. debt carries zeroCompany wrote off the loan as it was deemed not collectable as of December 31, 2014. During 2013, the Company loaned $1,500 to Cleantech Transit. The loan is unsecured, bears no interest and is due on demand.During 2007, The Company wrote off the Company borrowed $12,700 from Phoenix Consulting Services Inc. controlled by a related party. The loan is unsecured and matured on April 1, 2008 and accrued interest at 12% per annum. The note can be converted into common shares of the company at the holder’s option at a conversion price to be determined in the future. Amounts outstanding under this agreement subsequent to April 1, 2008 accrued interest at 18% per annum. On November 20, 2009, the note including principal and interest totaling $16,025as it was converted to a long term note due November 19, 2012 with principal and interest due at maturity. If the principal and interest aredeemed not paid by maturity, the interest rate accelerates to 18% per annum. The unpaid principal amount on this note was $16,025collectable as of December 31, 2011. During 2012, Phoenix Consulting advanced $1,000 to the Company and brings the total principal amount under the note to $17,025 as of December 31, 2012. The note is in default.During June 2011,2014.service agreement with Cleantech Transit, Inc. which is a related party due to common Directors and officers. The Company provided consulting services to Cleantech from April 1, 2011 through March 31, 2012 in return for 5,000,000 shares of Cleantech common stock. The fair value of the stock received was determined to be $775,000 of which $581,781 was recognized as revenue during 2011 and $193,219 was written-off against the carrying value of the equity method investment during the year ended December 31, 2012.14In April 2012 the Company extended itsmanagement consultant contract with Cleantech Transit, Inc., a related party, for consulting services through AprilJune 30, 2013. Under2014. There were no cash receipts and there was no revenue recognized under this agreement during the terms of the agreement the Company receives $22,000 per month paid either in cash or stock. During the yearyears ended December 31, 20122015 and 2014.received 105,953,150held an aggregate of 7,000,000 common shares of Cleantech stock valued at $0 plus $21,800American Video Teleconferencing, Inc. American Video Teleconferencing, Inc. became a related party in cash.Of the Company’s four directors, only Messrs. Holden2014 due to common officers and Onoue may be considered “independent” directors as they are the only directors which do not work out of the Company’s headquarters in Las Vegas, Nevada.Directors. The Company has no committees and therefore has no independent directors serving on committees 2012 2011 Audit fees $ 31,300 22,000 Audit related fees - - Tax fees -- 1,500 All other fees - - $ 25,000 35,000 - - - - - - 14 20122015 and 2011201420122015 and 20112014Stockholders’ EquityStockholders' Deficit for the Years Ended December 31, 20122015 and 201120142014 15 3(i)Amended and Restated Articles of Incorporation3(ii)Bylaws10(5)License Agreement with Velvet International10(6)Stock Purchase Agreement by and between TaxMasters, Inc. and Crown Marketing Corp.10(7)*Agreement with Cleantech Transit Inc.14Code of Business Conduct and Ethics31.1* ___________* 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.1615 January 16, 2014 .Dated: January 16, 2014Kenneth BosketMike ZamanKenneth Bosket, January 16, 2014.Kenneth BosketMike ZamanKenneth BosketChairman, Lowell HoldenKenneth Bosket FinancialLowell Holden16 17“Company”"Company") as of December 31, 20122015 and 2011,2014, and the related consolidated statements of operations, stockholders’ equity,stockholders' deficit, and cash flows for each of the years then ended. These consolidated financial statements are the responsibility of Crown Equity Holdings, Inc.'s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.Company’sCompany's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.20122015 and 20112014 and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.Management’sManagement's plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.June 26, 2013F-1CROWN EQUITY HOLDINGS, INC.CONSOLIDATED BALANCE SHEETS December 31, 2012 2011 ASSETS Current assets: Cash and cash equivalents $ 1,209 $ 84,325 Marketable securities 105,000 82,400 Accounts receivable -- 12,395 Prepaid expense 35,000 2,400 Total current assets 141,209 181,520 Property and equipment, net of accumulated depreciation of $54,705 and $29,732, respectively 19,286 44,208 Equity method investment held in related party 132,988 737,377 Total assets $ 293,483 $ 963,105 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expense $ 132,002 $ 182,697 Notes payable to related parties 109,819 95,209 Notes payable 2,000 -- Deferred revenue from related party -- 193,219 Total current liabilities 243,821 471,125 Stockholders’ equity: Preferred stock; $0.001 par value, 100,000,000 shares authorized, 99,000,000 undesignated authorized Series A convertible preferred stock; $0.001 par value, 1,000,000 shares authorized, 0 and 600,000 shares issued and outstanding, respectively -- 600 Common stock, $0.001 par value, 4,900,000,000 authorized, 880,325,835and 798,360,078 issued and outstanding, respectively 880,326 798,361 Additional paid-in capital 7,938,818 7,673,372 Accumulated deficit (8,769,482 ) (7,980,353 ) Total stockholders’ equity 49,662 491,980 Total liabilities and stockholders’ equity $ 293,483 963,105 F-1 $ 2,448 $ 2,369 2,448 2,369 - 618 $ 2,448 $ 2,987 $ 187,567 $ 212,508 5,026 5,026 11,500 47,950 23,674 155,885 227,767 421,369 - - - - 10,905 10,567 10,335,890 9,760,054 (10,572,114 ) (10,189,003 ) (225,319 ) (418,382 ) $ 2,448 $ 2,987 F-2CROWN EQUITY HOLDINGS, INC.CONSOLIDATED STATEMENTS OF OPERATIONS Years Ended December 31, 2012 2011 Revenue $ 2,554 $ 989,033 Revenue from related party 21,800 581,781 Total revenue 24,354 1,570,814 Direct material costs 8,588 6,420 Operating expenses: General and administrative expense 346,651 1,989,524 Depreciation 24,973 19,209 Loss from operations (355,858 ) (444,339 ) Other income (expenses): Other income 2,972 1,064 Realized loss on marketable securities (4,484 ) (84,841 ) Unrealized gain (loss) on marketable securities 28,000 (1,435,600 ) Interest expense (43,865 ) (11,668 ) Impairment of equity method investment in related party (172,617 ) -- Loss on equity method investment in related party (234,581 ) (37,623 ) Loss on debt extinguishment (7,200 ) -- Other expense (1,496 ) (8,787 ) Total other expense (433,271 ) (1,577,455 ) Net loss (789,129 ) (2,021,794 ) Deemed dividend on Series A convertible preferred stock -- (600,000 ) Net loss attributable to common stockholders $ (789,129 ) $ (2,621,794 ) Net loss per share, basic and diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares outstanding, basic and diluted 856,423,784 786,135,684 F-2 $ 1,916 $ 183 618 2,248 321,051 531,837 321,669 534,085 (319,753 ) (533,902 ) - (77,600 ) - (32,124 ) (58,612 ) (406,690 ) - (5,590 ) - (4,746 ) (70,905 ) (63,358 ) (595,809 ) (383,111 ) (1,129,711 ) - - $ (383,111 ) $ (1,129,711 ) 10,716,486 3,188,766 $ (0.03 ) $ (0.35 ) F-3F-3 STOCKHOLDERS’ EQUITY20122015 AND 2011 Additional Total Preferred Stock Common Stock Paid-In Accumulated Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balances at December 31, 2010 -- $ -- 753,737,071 $ 753,737 $ 6,222,775 $ (5,958,559 ) $ 1,017,953 Issuance of common stock for services -- -- 44,623,007 44,624 851,197 -- 895,821 Issuance of preferred stock for cash 600,000 600 -- -- 599,400 -- 600,000 Beneficial conversion feature on preferred stock -- -- -- -- 600,000 -- 600,000 Deemed dividend on preferred stock -- -- -- -- (600,000 ) -- (600,000 ) Net loss -- -- -- -- -- (2,021,794 ) (2,021,794 ) Balances at December 31, 2011 600,000 600 798,360,078 798,361 7,673,372 (7,980,353 ) 491,980 Issuance of common stock for services -- -- 15,779,045 15,778 223,333 -- 239,111 Common stock issued for preferred stock (600,000 ) (600 ) 60,000,000 60,000 (59,400 ) -- -- Issuance of common stock for cash -- -- 1,000,000 1,000 9,000 -- 10,000 Stock returned and cancelled -- -- (713,288 ) (713 ) 713 -- -- Stock issued for debt -- -- 5,900,000 5,900 60,300 -- 66,200 Beneficial conversion feature on debt -- -- -- -- 31,500 -- 31,500 Net loss -- -- -- -- -- (789,129 ) (789,129 ) Balances at December 31, 2012 -- $ -- 880,325,835 $ 880,326 $ 7,938,818 $ (8,769,482 ) $ 49,662
Paid-In- - 439,469 439 8,818,705 (9,059,292 ) (240,148 ) - - 20,500 21 266,479 - 266,500 - - 21,000 21 20,979 - 21,000 - - 86,000 86 121,767 - 121,853 100,000 100 - - 469,900 - 470,000 (100,000 ) (100 ) 10,000,000 10,000 (9,900 ) - - - - - - 72,124 - 72,124 (1,129,711 ) (1,129,711 ) - $ - 10,566,969 $ 10,567 $ 9,760,054 $ (10,189,003 ) $ (418,382 ) - - 152,496 152 240,170 - 240,322 - - 19,495 20 23,374 - 23,394 - - 22,081 22 22,059 - 22,081 - - 143,523 144 178,092 - 178,236 - - - - 112,141 - 112,141 - - - - - (383,111 ) (383,111 ) - $ - 10,904,564 $ 10,905 $ 10,335,890 (10,572,114 ) (225,319 ) F-4CROWN EQUITY HOLDINGS, INC.CONSOLDIATED STATEMENTS OF CASH FLOWS Years Ended December 31, 2012 2011 Cash flows from operating activities: Net loss $ (789,129 ) $ (2,021,794 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 24,973 19,209 Common stock issued for services 239,111 895,821 Amortization of debt discount 31,500 -- Bad debt expense 12,395 -- Unrealized (gain) loss on marketable securities (28,000 ) 1,435,600 Realized loss on marketable securities 4,484 84,841 Marketable securities received for revenue -- (705,857 ) Securities held in related party equity method investee received for related party revenue -- (581,781 ) Impairment of equity method investment held in related party 172,617 -- Loss on equity method investment held in related party 234,581 37,623 Loss on extinguishment of debt 7,200 -- Changes in operating assets and liabilities: Accounts receivable -- (1,730 ) Prepaid expense (32,600 ) -- Accounts payable and accrued expense (50,695 ) (2,801 ) Deferred revenue -- (216,095 ) Net cash used in operating activities (173,563 ) (1,056,964 ) Cash flows from investing activities: Proceeds from the sale of marketable securities 4,888 398,767 Cash paid for acquisition of fixed assets (51 ) (7,205 ) Net cash provided by investing activities 4,837 391,562 Cash flows from financing activities: Proceeds from the issuance of related party debt 14,610 -- Proceeds from issuance of preferred stock -- 600,000 Proceeds from issuance of common stock 10,000 -- Proceeds from the issuance of convertible debt 35,000 -- Proceeds from the issuance of debt 26,000 -- Net cash provided by financing activities 85,610 600,000 Net decrease in cash (83,116 ) (65,402 ) Cash – beginning of year 84,325 149,727 Cash – end of year $ 1,209 $ 84,325 SUPPLEMENT DISCLOSURES: Interest paid $ 13 $ 48 Income taxes paid -- -- NONCASH INVESTING AND FINANCING ACTIVITIES: Common stock issued for the conversion of preferred stock $ 60,000 $ -- Common stock issued for the conversion of debt 59,000 -- Beneficial conversion feature on debt 31,500 -- Common stock returned and cancelled 713 -- Related party deferred revenue written-off against carrying value of equity method investment in related party 193,219 -- Equity method investment received for related party deferred revenue -- 193,219 Deemed dividend beneficial conversion feature on convertible preferred stock -- 600,000 F-4 $ (383,111 ) $ (1,129,711 ) 618 2,248 240,322 266,500 - 2,900 - 77,600 - 32,124 - 40,000 58,612 406,690 - 24,140 15,653 64,880 (67,906 ) (212,629 ) - (14,700 ) - (7,940 ) - (22,640 ) 22,081 21,000 22,983 114,700 22,921 104,350 - (3,500 ) 67,985 236,550 79 1,281 2,369 1,088 $ 2,448 $ 2,369 $ - $ - - - $ 123,523 $ 85,969 19,495 - - 99,194 - 40,000 - 10,000 112,141 - - 72,124 F-5F-5 (”("Crown Equity”Equity" or the “Company”"Company") was incorporated in August 1995 in Nevada. The Company offers through its digital network of websites, advertising branding, marketing solutions and other services to boost customer awareness, as well as merchant visibility as a worldwide online multi-media publisher. The Company focuses on the distribution of information for the purpose of bringing together its audience with the advertisers that want to reach them. Its advertising services cover and connect a range of marketing specialties, as well as provide search engine optimization for clients interested in online media awareness. Crown Equity Holdings' 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. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields. The Company providesStates, as well as providing various consulting services to companies and individuals dealing with corporate structure and operations globally.Service,Services, Inc. and CrownCRWE Direct, Inc. Crown Tele Services Inc. will provide voice over IP messaging at a competitive price to other competitors and CrownCRWE Direct will provide its client with direct sales of products.CrownCRWE Direct Inc. and CRWE Real Estate, Inc. All significant inter-company accounts and transactions have been eliminated.company’scompany's common stock for common share issuances.F-6Equity’sEquity's revenue is recognized pursuant to ASC 605 “Revenue"Revenue Recognition.”" The Company recognizes its revenue from services as those services are performed. Revenue recognition is limited to the amount that is not contingent upon delivery of any future service or meeting other specified performance conditions. If a service is provided over a time period that exceeds 30 days the revenue is recognized on a monthly basis at the end of the month in which it is completed.Contract revenues include royalties under license. Contract revenue related to technology licenses is fully recognized only after the license period has commenced, the technology has been delivered and no further involvement of Crown Equity is required.Crown Equity receives payment for its services in both cash and equity instruments issued by the customer. The equity instruments are accounted for in accordance with the provisions of ASC 718 “Compensation – Stock Compensation” and is based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the date on which the Company fully vests in the shares received. The company is fully vested in the stock it received on the date of receipt of the shares. Services that are not preformed within the period are recognized as deferred revenue.During 2012, the Company’s ownership interest in a related party exceeded the level required to report using the equity method for stock received in lieu of fair market valuation. In addition, 2011 was restated to reflect the equity method.Based on these valuation methods, during 2012 and 2011 the Company received marketable equity securities accounted for as available-for-sale securities and equity securities in equity method investees valued at an aggregate of $0 and $1,287,638, respectively for payment of services provided by the Company and equity securities valued at $0 and $193,219 which were recorded as deferred revenue as of December 31, 2012 and 2011, respectively.F-6 20122015 and 2011. Bad debt expense2014.$12,395generated from the display of impression and $0, during the years ended December 31, 2012click based ads, as well as from its publishing distribution service and 2011,domain name registration product, respectively.Concentrations2012 and 2011, 89.5% and 37.0%2014, 100% of total revenue respectively, was generated from a single related party customer, Cleantech Transit, Inc., which has common officers and directors as the Company.Equity’sEquity's general and administrative expenses consisted of the following types of expenses during 20122015 and 2011:2014: Compensation expense, payroll expense, rent, travel and entertainment, legal and accounting, utilities, web sites, office expenses, depreciation and other administrative related expenses.F-7Company’sCompany's investment, not to exceed the original investment and recognized as additional income or loss on the Company’sCompany's income statement. Crown evaluates the carrying value of its equity method investments for impairment. During 2012, Crown recognized an impairment loss of $172,617 on it equity method investment.Company’sCompany's ownership percentage in Cleantech Transit, Inc., a related party due to common officers and directors, increased to more than 20% and the Company began accounting for this investment under the equity method. The Company’sCompany's ownership percentage in Cleantech Transit, Inc. was 42.53% and 4.55%42% as of December 31, 20122015 and 2011, respectively.Change in Accounting PrincipleDuring 2012, the Company changed its policy for accounting for its investment in2014. Cleantech Transit, Inc., a related party, common stock. During 2011, the Company accounted for this investment as an available-for-sale security. In 2012, the Company’s ownership percentage increased to more than 20%. The Company changed its accounting policy in accordance with ASC 323 Investments—Equity Method and Joint Ventures. The consolidated financial statements presented herein have been retroactively restated to reflect the change in accounting principle.F-8The following table presents the comparative effect of the change in accounting principle and its impact on key components of the Company’s consolidated balance sheet ashas had no revenues since inception. As of December 31, 2011: December 31, 2011 As Previously As Reported Revised Marketable securities held in related party $ 480,000 $ -- Total current assets 661,520 181,520 Equity method investments held in related party -- 737,377 Total assets 705,728 963,105 Accumulated deficit (8,237,730 ) (7,980,353 ) Total stockholders’ equity 234,603 491,980 Total liabilities and stockholders’ equity $ 705,728 $ 963,105 The following table presents2015 and 2014, the comparative effectcarrying value of the changeequity method investment held in accounting principle and its impact on key components of the Company’s consolidated statement of operations for the year ended December 31, 2011: Year Ended December 31, 2011 As Previously As Reported Revised Unrealized loss on marketable securities $ (1,730,600 ) $ (1,435,600 ) Loss on equity method investment in related party -- (37,623 ) Total other expense (1,834,810 ) (1,577,455 ) Net loss (2,279,171 ) (2,021,794 ) Net loss attributable to common stockholders $ (2,879,171 ) $ (2,621,794 ) The following table presents the comparative effect of the change in accounting principle and its impact on key components of the Company’s consolidated statement of cash flows for the year ended December 31, 2011: Year Ended December 31, 2011 As Previously As Reported Revised Cash flows from operating activities: Net loss $ (2,279,171 ) $ (2,021,794 ) Adjustments to reconcile net loss to net cash used in operating activities: Unrealized loss on related party marketable securities 295,000 -- Marketable securities received for related party revenue (581,781 ) -- Securities held in related party equity method investee received for related party revenue -- (581,781 ) Loss on equity method investments held in related party $ -- $ 37,623 F-9F-7 20122015 or 2010.an accumulated deficit of $8,769,482historically suffered losses from operations and had a working capital deficit of $102,612$215,319 as of December 31, 2012 and incurred a net loss of $789,129 during 2012. Unless profitability and increases in stockholders’ equity continues, these2015. These conditions raise substantial doubt as to Crown Equity's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.Company’sCompany's expenses are planned to decrease as a percent of revenue resulting in profitability and increased shareholders’shareholders' equity.F-10sheetsheets at fair market value.“Fair" Fair Value Measurement”,Measurement ", fair values defined establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements.F-8 $105,000 and $82,400$0 as of December 31, 20122015 and 2011, respectively.During 2011, the Company received marketable securities valued at $705,857 for revenue. No marketable securities were acquired during 2012. During the years ended December 31, 2012 and 2011,2014, respectively.Company reported realized losses of $4,484 and $84,841 and unrealized gains of $28,000 and unrealized losses of $1,730,600, respectively, on its investments in marketable securities.NOTE 4 – EQUITY METHOD INVESTMENT HELD IN RELATED PARTYThe Company’s ownership percentage in Cleantech Transit, Inc. was 42.53% and 4.55%securities as of December 31, 20122014 due to the investments' lack of an active trading market and 2011, respectively. Beginningdecline in 2012, the Company began accounting for this investment under the equity method. Itfair value which was accounted for as an available-for-sale investment during 2011. The consolidated financial statements for 2011 presented herein have been retroactively restated to reflect the changeconsidered other than temporary. This resulted in accounting principal.As of December 31, 2012 and 2011, the carrying value of the equity method investment held in related party was $132,988 and $737,377, respectively. During 2012, the Company received equity securities in its related party equity method investee valued at $0 for related party revenue. During 2011, the Company received equity securities in its related party equity method investee valued at $581,781 and $193,219 for related party revenue and related party deferred revenue, respectively. The related party deferred revenue was written-off against the carrying value of the equity method investment during 2012. Aggregate losses recognized on the equity method investment held in related party were $234,581 and $37,623 during the year ended December 31, 2012 and 2011, respectively. As of December 31, 2012, Crown determined the carrying value of its equity method investment was impaired and an impairment loss of $172,617 was recognized.5 – PROPERTY AND EQUIPMENTProperty and equipment consisted of the following at December 31, 2012 and 2011: 2012 2011 Computer equipment (useful lives of 3 to 5 years) $ 73,991 $ 73,940 Less: accumulation depreciation (54,705 ) (29,732) Net property and equipment $ 19,286 $ 44,208 Depreciation expense totaled $24,973 and $19,209 during 2012 and 2011, respectively.F-11NOTE 64 – NOTES PAYABLE2012,2014 the Company borrowed an aggregate of $61,000$114,700 under three notes payable as follows:· Two 60-daynotes12% interest bearing interest at 6% per annumnote for $10,000 funded during 2014 from a non-related party. Principal and $14,000accrued interest were later converted into 10,200 common shares valued at $12,240.· One 60-day$35,000 bearing no interest that automatically converts$40,000 funded during 2014 from a non-related party. The note was convertible into 3,500,000 sharescommon stock of the Company stock ifat a 50% discount to the note is not paid withinquoted market price for the 60 day time period.Company's common stock. This conversion option qualifies as a derivative liability and was accounted for as such (see Note 9). Principal and accrued interest were later converted into 41,200 common shares valued at $72,100.· $2,000$9,500 from a non-related party and was outstanding at December 31, 2014.$10,000 and $14,000conversion of non-related party notes were paid during 2012payable in 2014 resulted in a loss on extinguishment of debt of $35,884.2,400,000 common shares. The fair value of the common shares was determined to be $31,200stock resulting in a loss on the extinguishment of debt of $7,200.The Company evaluated the $35,000 note for a beneficial conversion feature on the loan commitment date and determined that a beneficial conversion feature existed. The intrinsic value of the beneficial conversion feature was determined to be $31,500. This beneficial conversion feature was recognized as interest expense on the date the loan became convertible. The $35,000 note was not repaid by its maturity date and it was converted into the 3,500,000 common shares.20122015 and 2011,2014, the aggregate outstanding principal on third party notes payable was $2,000$11,500 and $0,$47,950, respectively.7 -5 – RELATED PARTY TRANSACTIONSOn December 2, 2009, thesigned a one year lease for 2,400 square feet ofis provided office space. The rent for the space is $2,400 per month. The landlord is related toby 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.F-9 the Company. The lease was renewed on January 1, 2012, however, during 2012, the lease was terminated by mutual consentDecember 31, 2015 and the offices were vacated by the Company.During 2012,2014, the Company paid fourhad a payable of $5,026 to Montse Zaman, director. The payable is unsecured, bears no interest and due on demand.$11,250 in cashwas $23,674 and issued 7,218,580 shares$155,885, respectively consisting of common stock with a value of $116,538 for officer and director services. Inloans described below.20112014, a related party converted debt of $79,184 and accrued interest of $20,010 into 100,000 shares of Series A preferred stock. The fair value of the preferred stock was determined to be $470,000 based upon the estimated fair value of the Company paid four related parties $169,500 and issued $169,250resulting in a loss on the extinguishment of debt of $370,806. This preferred stock was later converted into 10,000,000 shares of common stock to the same parties and accrued $44,250 for officer and director services.On November 20, 2009,during 2014.converted accounts payablemade multiple advances due from the Company of $50,100. During 2015, Arnulfo Saucedo-Bardan, made additional advances due from the Company of $14,421. The debt is unsecured, carries 12% interest rate and is due on demand. Mr. Saucedo-Bardan cancelled the $64,521 debt and interest of $770 during 2015 which was recognized as a capital transaction.Montse Zaman,the Company of $21,300. The debt is unsecured, carries 12% interest rate and is due on demand. Mr. Vega cancelled the $21,300 debt during 2015 which was recognized as a capital transaction.$71,184 to a three year unsecured note maturing on November 19, 2012. Interest is incurred at 12% per annum unless the principal and interest are not paid by maturity at which time the interest rate accelerates to 18% per annum. During 2010 the related party advanced the Company, an additional $8,000 bringingmade advances due from the total principal amount under the noteCompany of $4,000 and still outstanding as of December 31, 20122014 and 2011 to $79,184.2012,2014, Montse Zaman, a Director of the Company, made multiple advances totaling $12,610and received payments for a net amount advanced to the Company.Company of $16,900. The debt is unsecured, carries zero interest and is due on demand.2012,2015, Montse, made additional aggregate advances to the Company borrowed $1,000 from Tisa Capital Corpthat totaled $8,270, for an outstanding balance of $28,180, of which isthe Company repaid $8,736 and interest of $685 in 2015 through the issuance of 9,421 common shares resulting in a loss of $1,884. The total outstanding balance under these advances was $19,444 at December 31, 2015.party.party note and $1,000 of related party loans and interest of $373 was converted to 1,373 common shares resulting in a loss of $275. debtCompany wrote off the loan as it was deemed not collectable as of December 31, 2014. During 2013, the Company loaned $1,500 to Cleantech Transit. The loan is unsecured, carries zerobears no interest and is due on demand.During 2007, The Company wrote off the Company borrowed $12,700 from Phoenix Consulting Services Inc. controlled by a related party. The loan is unsecured and matured on April 1, 2008 and accrued interest at 12% per annum. The note can be converted into common shares of the company at the holder’s option at a conversion price to be determined in the future. Amounts outstanding under this agreement subsequent to April 1, 2008 accrue interest at 18% per annum. On November 20, 2009, the note including principal and interest totaling $16,025as it was converted to a long term note due November 19, 2012 with principal and interest due at maturity. If the principal and interest aredeemed not paid by maturity, the interest rate accelerates to 18% per annum. The unpaid principal amount on this note was $16,025collectable as of December 31, 2011. During 2012, Phoenix Consulting advanced an additional $1,000 to the Company bringing the total principal amount under the note to $17,025 as of December 31, 2012.F-12During June 2011,2014.service agreement with Cleantech Transit, Inc. which is a related party due to common directors and officers. The Company provided consulting services to Cleantech from April 1, 2011 through March 31, 2012 in return for 5,000,000 shares of Cleantech common stock. The fair value of the stock received was determined to be $775,000 of which $581,781 was recognized as revenue during 2011 and $193,219 was recorded as deferred revenues as of December 31, 2011. The deferred revenue was written-off against the carrying value of the equity method investment during the year ended December 31, 2012.In April 2012 the Company extended itsmanagement consultant contract with Cleantech Transit, Inc., a related party, for consulting services through AprilJune 30, 2013. Under2014. There were no cash receipts and there was no revenue recognized under this agreement during the terms of the agreement the Company receives $22,000 per month payable in either in cash or stock at the option of Cleantech Transit. During the yearyears ended December 31, 20122015 and 2014.receivedheld an aggregate of 105,953,1527,000,000 common shares of Cleantech stock valued at $0 and received $21,800 in cash. The shares received from Cleantech were accounted as an equity method investment held inAmerican Video Teleconferencing, Inc. American Video Teleconferencing, Inc. became a related party in the consolidated balance sheets (see Note 4).86 – STOCKHOLDERS’STOCKHOLDERS' EQUITYF-10 2011,2015, the Company issued 44,623,007 common shares with a value of $895,821 for services.2011,2014, the Company issued 600,000 shares of Class A preferred shares for $600,000 cash. Each share is convertible into 100 common shares at the option of the holder. Crown Equity evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $600,000. The beneficial conversion feature was fully amortized and recorded as a deemed dividend.During 2012, the Company issued:· 15,779,045$239,111$266,500,· 60,000,000 common shares for the conversion of 600,000 preferred shares· 1,000,000$10,000,$21,000,· and 5,900,000$66,200 (see Note 6).$121,853,During 2012,Company also cancelled 713,288 shares originallybalance sheets either as assets or liabilities at fair value.an independent contractor upon his resignationthe Note. Pursuant to Paragraph 815-10-05-4, the value of the embedded derivative liability have been bifurcated from the company.- - - - - $ - $ - $ - $ - $ - F-11
Liability$ - 40,000 36,162 (4,038 ) (72,124 ) $ - 98 – INCOME TAXES20122015 or 2011.F-13Company’sCompany's deferred tax assets consisted of the following as of December 31, 20122015 and 2011: 2012 2011 Net operating loss $ 203,000 $ 1,000 Valuation allowance (203,000 ) (1,000 ) Net deferred tax asset $ - $ - $ 530,300 $ 510,000 (530,300 ) (510,000 ) $ - $ - 2012,2015, the company’sCompany's accumulated net operating loss carry forward was approximately $580,000$1,527,000 and will begin to expire in the year 2031.10 –9 - SUBSEQUENT EVENTSOn April 4, 2013, an aggregate of 2,133,333previously issued for services were returned to the company and cancelled.F-14· Appointed its CFO, Rudy Chacon to Vice President, its Chairman, Kenneth Bosket to Chief Financial Officer and appointed Mike Zaman as Chairman of the Board, who also remained as the corporation’s President/ CEO and Arnulfo Saucedo-Bardan as it Chief Operations Officer. · During January, 2016, John Scrudato resigned as a director and officer and Rudy Chacon appointed as director and officer.. · During February, 2016, Harold Gewerter resigned as director/chairman and Mark Vegas resigned as director and officer. · During May, 2016, Brett Matus resigned as a director.