x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission File Number: 000-29935
CROWN EQUITY HOLDINGS INC.
Nevada
33-0677140
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
11226 Pentland Downs Street, Las Vegas, NV 89141
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (702) 683-8946
Securities registered pursuant to Section 12(b) of the Act: None.
Name of each exchange on which registered: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act Yes x No ¨
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or such shorter period of that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
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 x No ¨
Indicate by checkmark if disclosure of delinquent filers to Item 405 of Regulation S-K (§229.405) is not contained herein and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
x
(Do not check if smaller reporting company)
Emerging growth company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act,) Yes x No ¨
The aggregate number of shares of the voting stock held by non-affiliates on December 31, 2019 was 1,400,486. The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $1,400,486. For the purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.
The number of shares outstanding of the Company’s $.001 Par Value Common Stock as of May 29, 2020, was 12,160,118.
Certain statements contained in this Annual Report on Form 10-K may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “seek,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause the Company’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:
·
the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership or a further change in the federal tax rate;
·
the inability to carry out plans and strategies as expected
·
limitations on the availability of sufficient credit or cash flow to fund our working capital needs and capital expenditures and debt service;
·
difficulty in fulfilling the terms of our convertible note payables, which could result in a default and acceleration of our indebtedness under our convertible note payables;
·
the possibility that we issue additional shares of common stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the book value per share of our common stock;
·
the relatively low trading volume of our common stock, which could depress our stock price;
·
competition in the industries in which we operate, both from third parties and former employees, which could result in the loss of one or more customers or lead to lower margins on new projects;
·
a general reduction in the demand for our services;
·
our ability to enter into, and the terms of, future contracts;
·
uncertainties inherent in estimating future operating results, including revenues, operating income or cash flow;
·
complications associated with the incorporation of new accounting, control and operating procedures;
·
the recognition of tax benefits related to uncertain tax positions;
You should understand that the foregoing, as well as other risk factors discussed in this document and in Part I Item 1A, under the heading of Risk Factors could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any information, including information concerning our net operating losses, borrowing availability or cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this report. The Forward-looking Statements are provided in this Annual Report on Form 10-K pursuant to the Safe Harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in context of the estimates, assumptions, uncertainties, and uses described herein.
Crown Equity Holdings Inc. formerly known as Micro Bio-Medical Waste Systems, Inc. (the “Company”) was incorporated on August 31, 1995 as “Visioneering Corporation” under the laws of the State of Nevada.
In December, 2010, the Company formed two wholly owned subsidiaries Crown Tele Services Inc. and CRWE Direct Inc. Crown Tele Services Inc. was formed to provide voice over internet services to clients at a competitive price, CRWE Direct Inc. was formed to provide direct sales to customers.
In December 2011, the Company formed a wholly owned subsidiary CRWE Real Estate Inc. to hold real estate. This entity had no sales during the year. The company sold the above subsidiaries (Crown Tele Services Inc., CRWE Direct, and CRWE Real Estate Inc.) on the 28th of December, 2017.
At the present time, the Company is offering its services to domestic and global companies seeking to become public entities in the United States. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields. The Company provides various consulting services to companies and individuals dealing with corporate structure and operations globally. The Company also provides public relations and news dissemination for publicly and privately held companies.
In 2009, the Company re-focused its primary vision to using its network of websites to provide advertising and marketing services, as a worldwide online media advertising publisher, dedicated to the distribution of quality branding information. The Company offers Internet media-driven advertising services, which cover and connect a wide range of marketing specialties, as well as search engine optimization for clients interested in online media awareness. As part of its operations, the Company has utilized the services of software and hardware technicians in developing its websites and adding additional websites. This allows the Company to disseminate news and press releases for its customers as well as general news and financial information on a much bigger scale than it did previously. The Company markets its services to companies seeking market awareness of them and the services or goods that they offer. The Company then publishes information concerning these companies on its many websites. The Company is paid in cash and/or stock of the customer companies. The condition of online publishing remains at an all-time high and is continuing to evolve and grow. It is to a point where online publishing is a key component of a publishing company’s strategy in the print dominated market. No longer is the possession of printed reading material adding value to a reader’s experience.
At the moment, the majority of the Company’s publishing sites have light to relatively medium traffic. The Company is presently in the process of strengthening its online publishing competitive position with its strategy of producing and obtaining a stronger presence with its community targeted online news and information publishing. The Company has increased its web presence with the dedicated community targeted news and information publishing websites. The Company has increased its readership to create a stronger competitive position within the online publishing industry. The company is continuing its efforts with increasing its readership to obtain advertisers wanting to reach its viewership.
The Company’s office is located at 11226 Pentland Downs Street, Las Vegas NV 89141. The Company is provided office space by one of the officers and directors at no charge.
As of December 31, 2019, the Company utilized the services of independent contractors during the year. Officers compensation is detailed in Part III, Item 11 of this filing.
We have experienced net losses and negative cash flows from operating activities, and can expect such losses and negative cash flows to continue in the foreseeable future. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future sales.
If we are unable to adapt to changing market conditions, client requirements or emerging industry standards, our business could be adversely affected.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions.
These broad market fluctuations may adversely affect the market price of our common stock. In addition, if our operating results differ from our announced guidance or the expectations of equity research analysts or investors, the price of our common stock could decrease significantly.
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.
The Company’s common stock is currently traded on the OTC Electronic Bulletin Board in the United States, having the trading symbol “CRWE” and CUSIP #22834M107. The Company’s stock is traded on the OTC Electronic Bulletin Board. As of December 31, 2019, the Company had 11,766,766 shares of its common stock issued and outstanding of which 10,366,280 were held by affiliates.
The following table reflects the high and low quarterly bid prices for the fiscal years ended December 31, 2019 and 2018.
Period
High
Low
1st Qtr. 2019
2.10
2.06
2nd Qtr. 2019
2.10
2.10
3rd. Qtr. 2019
2.10
1.92
4th Qtr. 2019
1.55
1.55
1st Qtr. 2018
1.00
1.00
2nd Qtr. 2018
2.00
1.00
3rd. Qtr. 2018
3.00
1.85
4th Qtr. 2018
3.00
1.85
These quotations may reflect inter-dealer prices without retail mark-up/mark-down/commission and may not reflect actual transactions.
As of December 31, 2019, the Company estimates there are approximately 99 “holders of record” of its common stock and estimates that there are approximately 150 beneficial shareholders of its common stock. The Company has authorized 450,000,000 shares of common stock, par value $.001 and 20,001,000 shares of preferred stock, par value $.001, of which 1,000 are designated Series A. The 1,000 Series A preferred stock are outstanding and granted to our President. No other preferred shares are issued and outstanding.
We are a smaller reporting company as defined by Rule 12b-2 of Securities and Exchange Act of 1934 and are not required to provide information under this item.
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, 2019 and 2018 should be read in conjunction with the financial statements of the Company and related notes included therein.
The Company was incorporated on August 31, 1995 as Visioneering Corporation. In 1999, the Company acquired 20/20 Web Design, Inc., a Colorado corporation wholly owned by Crown Partners, Inc. In August, 2009, Crown Partners transferred its shares of the Company to Crown Marketing Corporation (“Crown Marketing”) in exchange for marketing and public relation services to be provided by Crown Marketing.
The Company continues to search for additional areas in which it can generate revenue so that the Company will become profitable but there can be no guarantee that profitability will be achieved in the near- or long-term.
The Company will attempt to carry out its business plan as discussed below. The Company’s business plan is to continue building its network of online publishing sites, as well as continuing to provide the consulting and services to its client on an as-needed basis. These services include general and financial management to private and public companies with an emphasis on their financial reporting and filing requirements. Such service is subject to the needs of its clients and may vary by company. The Company will attempt to carry out its business plan as described above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan prior to the consummation of a business combination.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company’s most significant change in liquidity or capital resources or stockholders’ equity has been receipts of proceeds from offerings of its capital stock. The revenue transaction does not reflect the ability of the Company to fund itself without outside sources in the future. Further, there exist no agreements or understandings with regard to loan agreements by or with the Officers, Directors, principals, affiliates or shareholders of the Company. In the past, officers and directors of the Company have lent or advanced monies to the Company to fund operations, there are no formal agreements or arrangements for them to continue to do so. As of December 31, 2019, the Company has $997 in cash and $25,976 of long-term debt.
At December 31, 2019, the Company had negative working capital of $321,331 which consisted of current assets of $997 and current liabilities of $322,328. The current liabilities of the Company at December 31, 2019 are composed of accounts payable and accrued expenses of $210,223, accounts payable and accrued expenses and notes payable to related party of $80,664 and $760, respectively, and current portion of long term debt of $30,681.
Cash flows used in operating activities during the year ended December 31, 2019 was $67,675 compared to cash flow used of $52,870 for the same period in 2018.
Cash flows provided by investing activities were $0 for the years ended December 31, 2019 and 2018.
Cash flows provided by financing activities was $55,378 for the year ended December 31, 2019 compared to $64,302 for the same period in 2018. The financing activities in 2018 consisted of proceeds from sales of stock and proceeds from convertible notes payable from related parties. The financing activities in 2019 consisted mostly of proceeds from sale of stock.
As of December 31, 2019, the Company had total assets of $29,879 and total liabilities of $348,304. Stockholders’ deficit as of December 31, 2019 was $318,425 compared to a deficit of $329,242 at December 31, 2018. The Company will attempt to carry out its plan of business as discussed above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan. The Company will need additional capital to fund that proposed operation.
NEED FOR ADDITIONAL FINANCING
The Company’s existing capital may not be sufficient to meet the Company’s cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.
No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any funds will be available to the Company to allow it to cover its expenses.
The Company might seek to compensate providers of services by issuances of stock in lieu of cash.
RESULTS OF OPERATIONS - Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018
REVENUES
Sales for the year ended December 31, 2019 were $53,793 compared to $10,452 for the year ended December 31, 2018, an increase of $43,341. Of the $53,793 revenue in 2019, $50,000 was from related parties.
During the year ended December 31, 2019, we incurred $147,363 in operating expenses, compared to $342,372 in the same period ended December 31, 2018, a decrease of $195,009 mainly due to decrease in consulting and professional fees expense incurred.
OTHER INCOME AND EXPENSES
During the year ended December 31, 2019, we incurred other expenses of $59,456, consisting of interest expense of $21,885 and amortization of the beneficial conversion feature of our convertible notes of $38,920 and gain on extinguishment of debt of $1,349. In the year ended December 31, 2018 we had other expenses of $42,900 consisting of interest expense of $17,996 and amortization of the beneficial conversion feature of our convertible notes of $24,904.
NET LOSS
The Company had a net loss for the year ended December 31, 2019 of $153,026 compared to a net loss of $374,820 for the year ended December 31, 2018, a decrease of $221,794 mainly due to decrease in consulting and professional fees.
We have audited the accompanying balance sheets of Crown Equity Holdings, Inc. (the Company) as of December 31, 2019 and 2018, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
We have served as the Company’s auditor since 2018.
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Crown Equity Holdings Inc. (“Crown Equity” or the “Company”) was incorporated in August 1995 in Nevada. The Company offers through its digital network of websites, advertising branding, marketing solutions and other services to boost customer awareness, as well as merchant visibility as a worldwide online multi-media publisher. The Company focuses on the distribution of information for the purpose of bringing together its audience with the advertisers that want to reach them. Its advertising services cover and connect a range of marketing specialties, as well as provide search engine optimization for clients interested in online media awareness. Crown Equity Holdings’ objective is making its endeavor known as CRWE WORLD into a global online news and information source, as well as a global one stop shop for various distinct products and services. The Company also offers services to companies seeking to become public entities in the United States, as well as providing various consulting services to companies and individuals dealing with corporate structure and operations globally.
In 2010, the Company formed two subsidiaries Crown Tele Services, Inc. and CRWE Direct, Inc. Crown Tele Services Inc. will provide voice over IP messaging at a competitive price to other competitors and CRWE Direct will provide its client with direct sales of products. This entity was divested at the end of 2017.
In 2011, the Company formed a wholly owned subsidiary CRWE Real Estate Inc. CRWE Real Estate Inc. will hold real estate. CRWE Real Estate Inc., Crown Tele Services, Inc. and CRWE Direct, Inc. were sold in December of 2016 for aggregate consideration of $100, resulting in a gain of $5,967.
In 2016, the company sale of the subsidiaries is not considered to be a strategic shift since there were minimal activities during the year in the subsidiaries.
Assets
-
Intercompany
-
Total Assets sold
-
Cash
100
Payable assumed by buyer
5,867
Total Consideration
5,967
Gain on sale of subsidiaries
5,967
Basis of Preparation
The accompanying financial statements include the financial information of Crown Equity Holdings Inc. (“Crown Equity”, the “Company”) have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The preparation of these financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
Crown Equity adopted Accounting Standard Update 2014-09, Revenue from Contracts with Customers, at the start of the first quarter of 2018 using the modified retrospective approach and recorded a cumulative effect adjustment to retained earnings based on the current terms and conditions for open contracts as of January 1, 2018. The adoption of the standard did not have a material impact on the Company’s Financial Statements. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.
Accounting Standards Not Yet Adopted
In June 2016, the FASB issued ASU 2016-3, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instructions (ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-3 is effective for us in our first quarter of fiscal 2023, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, long-lived asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.
Cash and Cash Equivalents
Crown Equity considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents.
Stock-Based Compensation
The Company accounts for stock-based compensation to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASU 2018-07 Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company’s common stock for common share issuances.
Revenue Recognition
The core principles of revenue recognition under ASC 606 include the following five criteria:
1.
Identify the contract with the customer
Contract with our customers may be oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company’ preferred method. The terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between the Company and our client that a valid contract exists.
2.
Identify the performance obligations in the contract
Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations.
Pricing is discussed and identified by the operations team prior to submitting an invoice to the customer.
4.
Allocate the transaction price to the performance obligations in the contract
If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase.
5.
Recognize revenue when (or as) we satisfy a performance obligation
The Company uses digital marketing that includes digital advertising, SEO management and digital ad support. We provide whether presenting a vibrant but simple message about our clients that will enlighten their audience or deploying an influential digital marketing campaign on our online site or across one or multiple social media platforms. Revenue is recognized when ads are run on Company’s advertising platform.
The company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-through. The report satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign.
Sales are recognized when promised services are started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service contracts generally are recognized as the services are being provided.
December 31, 2019
December 31, 2018
Third Party
Related Party
Total
Third Party
Related Party
Total
IT Services on Company Server
$
-
$
-
$
-
$
-
$
7,000
$
7,000
Click Based and Impressions Ads
$
2,743
$
50,000
$
52,743
$
2,885
$
-
$
2,885
Domain Registrations
$
10
$
-
$
10
$
67
$
-
$
67
Publishing and Distribution
$
1,040
$
-
$
1,040
$
400
$
100
$
500
$
3,793
$
50,000
$
53,793
$
3,352
$
7,100
$
10,452
Revenue is based on providing through the Company’s server services, Managed Information Technology, 24/7 support, which includes designing, developing, testing, maintaining functionality, infrastructure monitoring, managing and hosting, combined with revenue received from the display of click based and impressions ads located on the Company’s websites, domain name registration, publishing and distribution of news and press releases.
December 31,
December 31,
2019
2018
Deferred Revenue
$
-
$
50,000
Deferred revenue is based on cash received or billings in excess of revenue recognized until revenue recognition criteria are met. Client prepayments are deferred and recognized over future periods as services are delivered or performed.
Accounts Receivable and Allowance for Doubtful Accounts
The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable and allowance for doubtful accounts as of December 31, 2019 and 2018.
Risk Concentrations
As of December 31, 2019 , 98% of the Company’s revenues were received through advertisements, which 95% of the advertisement revenue was received through a related party. The remaining 2% of the remaining total revenues were from third parties for the displaying of click based and impressions ads located on the company’s websites, as well as for press releases and article publishing and distribution by the Company.
In 2018, 68% of the Company’s revenues were received through a related party for Managed Information Technology services and 24/7 support which included designing, developing, testing, maintain functionality, infrastructure monitoring, managing, and hosting. 28% of the third party revenues were from the displaying of click based and impressions ads located on the company’s websites. The Company does not hold cash in excess of federally insured limits.
General and Administrative Expenses
Crown Equity’s general and administrative expenses consisted of the following types of expenses during 2019 and 2018: Compensation expense, payroll expense, rent, travel and entertainment, legal and accounting, utilities, web sites, office expenses, depreciation and other administrative related expenses.
Property and Equipment
Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
Impairment of Long-Lived Assets
The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time value of money. No indications of impairments were identified in 2019 or 2018.
Basic and Diluted Net (Loss) per Share
December 31,
2019
2018
Numerator:
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc.
$
(153,026
)
$
(374,820
)
Net (Loss) attributable to Crown Equity Holdings, Inc.
$
(153,026
)
$
(374,820
)
Denominator:
Weighted average common and common equivalent shares outstanding – basic and diluted
11,936,422
11,583,371
Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.:
When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the years ended December 31, 2019 and 2018. The number of potential anti-dilutive shares excluded from the calculation shares for the year ended December 31, 2019 is 1,520.
Income Taxes
Uncertain tax position
The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of December 31, 2019 and 2018.
Fair Value of Financial Instruments
The ASC guidance for fair value measurements and disclosure establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 Inputs – Quoted prices for identical instruments in active markets.
Level 2 Inputs – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
Level 3 Inputs – Instruments with primarily unobservable value drivers. The Company has no Level 3 Inputs.
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Research and Development
The Company spent no money for research and development cost for the years ended December 31, 2019 and 2018.
Advertising Cost
The Company spent no money for advertisement for the years ended December 31, 2019 and 2018.
Depreciation expense was $31,668 and $28,895 for the years ended December 31, 2019 and 2018, respectively.
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements, Crown Equity an accumulated deficit of $11,792,059 since its inception and had a working capital deficit of $321,331 negative cash flows from operations and limited business operations as of December 31, 2019. These conditions raise substantial doubt as to Crown Equity’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.
Crown Equity continues to review its expense structure reviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity financing to grow the business to profitability. This financing may be insufficient to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the Company on acceptable terms or at all. These financial statements do not give effect to adjustments to assets would be necessary for the Company be unable to continue as going concern
NOTE 3 – PROPERTY AND EQUIPMENT
The Company’s policy is to capitalize all property purchases over $1,000 and depreciates the assets over their useful lives of 3 to 7 years.
Property consists of the following at December 31, 2019 and 2018:
December 31,
2019
December 31,
2018
Computers – 3 year estimated useful life
$
96,669
$
86,684
Less – Accumulated Depreciation
(67,787
)
(36,119
)
Property and Equipment, net
$
28,882
$
50,565
Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was $31,668, and $28,895 for the twelve months ended December 31, 2019 and 2018, respectively.
NOTE 4 – CAPITAL LEASES
During the period ending December 31, 2019, the Company paid an aggregate of $6,611 toward capital lease balances. During 2019 and 2018, the Company borrowed an aggregate $9,985 and $0 under the following third-party finance lease transactions:
¨
A $9,985 note from a third party for the lease of fixed assets, bearing interest at 22%, amortized over 24 months with a payments of $498 in additional to a $22 management fee for a total monthly payment of $520. The lease has a bargain purchase option of $1 at the end of the lease term.
The following is a schedule of the net book value of the finance lease.
Below is a reconciliation of leases to the financial statements.
Finance
Leases
Leased asset balance
$
21,679
Liability balance
$
56,657
Cash flow (operating)
$
—
Cash flow (financing)
$
6,611
Interest expense
$
11,794
The following is a schedule, by years, of future minimum lease payments required under finance leases.
Years ended December 31
Finance Leases
2020
35,010
2021
15,726
2022
11,860
Thereafter
-
Total
62,596
Less: Imputed Interest
(5,939
)
Total Liability
56,657
Other information related to leases is as follows:
Lease Type
Weighted Average Remaining Term
Weighted Average Discount Rate (1)
Finance Leases
2.03 years
16
%
Based on average interest rate of 16%, average term remaining (months) 24.33 Average term remain (years) 2.03
(1) This discount rate is consistent with our borrowing rates from various lenders.
NOTE 5 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES
During 2019, third party convertible note payables of $8,531and related interest of $1,349 were settled thru issuance of 17,062 common stock shares. The company recorded a $1,349 gain on the conversion.
As of December 31, 2019 and 2018, the Company had unamortized discount of $0 and $38,920 respectively.
The Company analyzed the below convertible notes for derivatives noting none. The Company evaluated these convertible notes for beneficial conversion features and concluded that the beneficial conversion features resulted in a debt discount in the amount of $0, as of December 31, 2019.
Original
Due
Interest
Conversion
Dec 31,
Name
Note Date
Date
Rate
Rate
2019
Related Party:
Mike Zaman
12/30/2015
12/30/2018
12
%
$
0.50
-
Mike Zaman
04/12/2017
04/12/2018
12
%
$
0.50
-
Mike Zaman
11/15/2017
11/15/2018
12
%
$
0.50
-
Mike Zaman
11/27/2017
11/27/2018
12
%
$
0.50
-
Mike Zaman
11/30/2017
11/30/2018
12
%
$
0.50
760
Mike Zaman
01/19/2018
01/19/2019
12
%
$
0.50
-
Montse Zaman
06/07/2018
06/07/2019
12
%
$
0.50
-
OCHC, LLC
08/21/2018
08/21/2019
12
%
$
0.50
-
OCHC, LLC
10/02/2018
10/02/2019
12
%
$
0.50
-
OCHC, LLC
10/24/2018
10/24/2019
12
%
$
0.50
-
OCHC, LLC
11/16/2018
11/16/2019
12
%
$
0.50
-
OCHC, LLC
12/04/2018
12/04/2019
12
%
$
0.50
-
Munti Consulting LLC
10/03/2018
10/03/2019
10
%
$
0.50
-
Munti Consulting LLC
12/19/2018
12/19/2019
10
%
$
0.50
-
Total Convertible Related Party Notes Payable
-
Less: Debt Discount
-
Convertible Notes Payable, net of Discount - Related Party
On March 25, 2019, the holder exercised their right to convert the principal and interest balance of three notes into Common Shares at a rate of $0.50 per share for total of 2,062 shares issued to holder. The accrued interest converted on the July 7, 2017 note for $631, August 23, 2017 note for $200 and the September 18, 2017 note for $200 note are $103, $37 and $65 respectively. The gain for interest converted was $205. As of December 31, 2019 all notes were paid.
Kevin Wiltz
On March 25, 2019, the holder exercised their right to convert the principal and interest balance of the note into Common Shares at a rate $0.50 per share for a total of 3,000 shares issued to holder. The accrued interest converted on the November 27, 2017 note for $1,500 was $238. The gain for interest converted was $238. As of December 31, 2019, the note was paid.
Richard W. LeAndro
On March 25, 2019, the holder exercised their right to convert the principal and interest balance of two notes into Common Shares at a rate of $0.50 per share for a total of 12,000 shares issued to holder. The accrued interest converted on the December 5, 2017 note for $3,000 and January 4, 2018 note for $3,000 were $468 and $438 respectively. The gain on the interest converted was $906. As of December 31, 2019, both notes were paid.
OCHC, LLC
On August 21, 2018, October 2, 2018, October 24, 2018, November 16, 2018 and December 4, 2018, the Company entered into convertible promissory notes for with OCHC, LLC for loans in the amounts of $631 each of the mentioned dates for a total principal balance of $3,155.
On March 25, 2019, the holder exercised their right to convert the principal and interest balance of the five notes into Common Shares at a rate of $0.50 per share for a total of 6,315 shares issued to holder. The total accrued interest converted for the five notes were $163 and included in accrued expenses. As of December 31, 2019, all notes were paid.
Munti Consulting, LLC
On October 3, 2018 and December 19, 2018, the Company entered into convertible promissory notes for with Munti Consulting, LLC for loans in the amounts of $35,000 and $10,000.
On April 29, 2019, the holder exercised their right to convert the aggregate principal balance of the two notes of $45,000 and accrued interest of $170 into Common Shares for a total of 90,000 shares issued to holder. The total accrued interest for the two notes were $2,741 with a remaining balance of $2,571 of accrued interest still owed.
Mike Zaman
As of January 1, 2019, the Company owed Mike Zaman a total of $3,478. During the period ending December 31, 2019, $2,718 of the notes were paid and $9,282 of accrued interest were forgiven by the holder. The remaining principal balance of $760 and remaining accrued interest of $3,503 were not converted as of December 31, 2019.
As of January 1, 2019, the Company owed Montse Zaman a total of $293 plus accrued interest of $87. During the period ending December 31, 2019, the principal balance of $293 was paid. The remaining accrued interest of $87 remained outstanding as of December 31, 2019.
During the period ending December 31, 2019, the Company had $2,242 current interest expense on notes payable and $7,849 of current interest expense on credit card debt.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company is obligated for payments under third and related party notes payable and automobile lease payments.
The Company agreed to pay the automobile lease of $395 a month, on a month to month basis and can be cancelled at any time. The Company reevaluates their obligation at the end of each quarter an determines if they will continue paying the lease on a month to month basis.
NOTE 7 – RELATED PARTY TRANSACTIONS
The Company is provided office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.
During the period ending December 31, 2019, the Company issued 96,315 shares Common stock for the settlement of $48,324 debt from related parties.
OCHC LLC total notes payable of $3,155 was converted to restricted shares of common stock during March of 2019 at a rate of $0.50 per share, as stated within the terms of the agreement.
On January 8, 2019, Mr. Cantor resigned. On December 18, 2019, his 300,000 restricted shares of common stock were returned to the Company.
As of December 31, 2019, the company recognized $50,000 of related party revenue for nine months of Advertising services for client during July 1, 2018 through April 1, 2019
As of December 31, 2019, the Company had a payable of $760 to Mike Zaman, director for expenses paid on behalf of the Company. The holder has the right to convert principal of the note and accrued interest into Common shares at a rate of $0.50 per share or receive cash. At the time of the issuance of payables, the conversion price was less than the trading price of the stock. The Company recorded a discount for the beneficial conversion feature of the notes, which has been amortized over the life of the note using the straight-line method.
As of December 31, 2019, Mike Zaman has forgiven the Company $9,282 of interest owed in reference to his notes.
The Company is periodically advanced operating funds from related parties with convertible notes payable. During the nine months ended December 31, 2019, there were no convertible notes from related parties. The Company is also periodically advanced funds to cover account payables by direct payment of the account payables from related parties.
As of December 31, 2019, the Company had a payable of $18,756 to Vinot Sambandam, an officer of the Company for services performed.
As of December 31, 2019 and 2018, the outstanding balance of accounts payable to related parties was $80,664 and $61,156 respectively.
As of December 31, 2019, the outstanding balance of convertible notes payable to related parties was $760.
As of December 31, 2019 and 2018, the company had an expense of $4,343 and $8,160 respectively to Mike Zaman, a director and CEO of the Company for automobile lease agreements.
NOTE 8 – STOCKHOLDERS’ EQUITY
Common Stock
During the period ended December 31, 2019, the CEO of the Company forgave the interest on debt due to CEO, reducing accrued interest for the period by $9,282.
During the period ended December 31, 2019, the Company issued 113,377 shares of Common stock for the conversion of $56,855 in notes and $0 in accrued interest. The notes were converted in accordance with the terms of the note and the Company recorded a gain of $1,349 on the extinguishment of debt.
The shares for cash proceeds were sold at the price of fifty cents $0.50 per share on the date of grant. Shares issued for notes were converted into shares of Common Stock at a conversion rate of fifty cents ($.50) per share per dollar ($1.00) owed. $25,008 common shares for services were committed to Vinoth Sambandam for issuance, and is reflected in the stockholders’ equity section as Common Stock Payable.
As of December 31, 2019, the Company issued -0- shares for $7,698 to Steve Cantor for services rendered per agreement. These were valued using the market value on the date of grant for 300,000 shares issued in prior year.
As of December 31, 2019, the Company issued 130,000 shares for $65,000 in cash proceeds for sale of the common shares. These shares were sold at the price of $0.50 per share on the date of the grant.
Equity Incentive Plan
The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which 3.0 million shares were available for issuance as of December 31, 2019.
Preferred Stock
The Company has designated 1,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred shall have no dividend, voting or other rights except for the right to elect Class I Directors. As of December 31, 2019, the Company has 1,000 shares of Series A Preferred Stock outstanding
NOTE 9 – INCOME TAXES
The Company follows ASC 740, Accounting for Income Taxes. During 2009, there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting, the same that is used for financial reporting purposes.
The Company did not have taxable income during 2019 or 2018.
The Company’s deferred tax assets consisted of the following as of December 31, 2019 and 2018:
2019
2018
Net operating loss
$
416,916
$
399,821
Valuation allowance
(416,916
)
(399,821
)
Net deferred tax asset
$
-
$
-
As of December 31, 2019 and 2018, the Company’s accumulated net operating loss carry forward was approximately $2,056,937 and $1,903,911 respectively and will begin to expire in the year 2032. The deferred tax assets have been adjusted to reflect the recently enacted corporate tax rate of 21%.
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events as of the date of the Financial Statements and has determined that all events are disclosed herein.
On January 2, 2020, the Company issued 40,000 shares of Company stock to Willy Ariel Saint-Hilaire at a purchase price of $20,000.
On January 27, 2020, the Company re-acquired from AVOT the online business iB2BGlobal.com and since company had not received the shares promised during the original sale.
On January 27, 2020, the company entered into convertible promissory note with Willy Ariel Saint-Hilaire in the amount of $14,500. The note carries interest at 12% per annum. The holder has the right to convert principal of the notes and accrued interest into Common shares at a rate of $0.50 per share.
On February 7, 2020, the Company issued 345,016 shares to Vinoth Sambandam for settlement of debt owed for services rendered through December 31, 2019.
On February 13, 2020, Munti Consulting LLC was issued a warrant at a price of $0.000025 per share ($25 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share. Exercisable after the first (1st) anniversary of the date of filing of the first Form S-1 filed with the U.S. Securities and Exchange Commission after the issuance of this Warrant.
On February 24, 2020, Addicted 2 Marketing was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.
On March 8, 2020 and March 24, 2020, the company entered into convertible promissory note with Willy Ariel Saint-Hilaire in the amounts of $1,581 and $1,552 respectively. The notes carry interest at 12% per annum. The holder has the right to convert principal of the notes and accrued interest into Common shares at a rate of $0.50 per share.
On March 13, 2020, Kevin Wiltz was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On March 13, 2020, Willy Ariel Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On March 25, 2020 and April 28, 2020, the Company entered into a convertible promissory note with Montse Zaman in the amounts of $5,000 and $4,000, respectively. The note carries interest at 12% per annum. The holder has the right to convert principal of the notes and accrued interest into Common shares at a rate of $0.50 per share.
On March 31, 2020, the Company issued 8,336 shares to Vinoth Sambandam for services rendered for the first quarter 2020.
On May 15, 2020, the Company agreed to issue 160,000 shares to Steven Cantor to settle compensation dispute. As of the date of this filing, the draft agreement has not been executed and shares have not been issued.
Changes in Internal Controls over Financial Reporting
We have not made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Act”) (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO has concluded that the Company’s disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting which is identified below, which we view as an integral part of our disclosure controls and procedures.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act that designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Officers. Our Officers do not possess accounting expertise and our company does not have an audit committee.
-
Lack of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed by our Officers and the work is not reviewed by anyone.
-
Lack of expertise in accounting for and valuation of equity and marketable securities transactions.
-
Lack of controls over the identification and approval of related parties and transactions.
These weaknesses are due to the company’s lack of working capital to hire additional staff. To remedy the material weaknesses, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
The Company’s management carried out an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. The Company’s management based its evaluation on criteria set forth in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2019.
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
Mike Zaman
63
Director since 11/2013; appointed President/CEO since 7/2015
Kenneth Bosket
66
Director since 06/2008; appointed to CFO since 6/2016
Montse Zaman
45
Director, Secretary and Treasurer since 02/2008
Vinoth Sambandam
37
Appointed CTO in 01/2017
There are no family relationship between or among any Officer and Director except that Mike Zaman and Montse Zaman are husband and wife.
The Directors named above will serve until the next annual meeting of the Company’s stockholders. Thereafter, Directors will be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exist or is contemplated. There is no arrangement or understanding between the Directors and Officers of the Company and any other person pursuant to which any Director or Officer was or is to be selected as a Director or Officer of the Company.
The Directors and Officers of the Company will devote their time to the Company’s affairs on an “as needed” basis. As a result, the actual amount of time which each will devote to the Company’s affairs is unknown and is likely to vary substantially from month to month.
The Company has no audit or compensation committee.
Business Experience: The following is a brief account of the business experience for the past five years of the directors and executive officers, indicating their principal occupations and employment during that period, and the names and principal businesses of the organizations in which such occupations and employment were carried out.
MIKE ZAMAN - Mike Zaman is the President and CEO of the company. He was born in Tehran, Iran and moved to Florida in the 1980’s where he attended Florida International University to study Computer Science. Since becoming a U.S. citizen, he has been a corporate, marketing and sales consultant for many numerous companies and has advised or consulted in the process of mergers, acquisitions, as well as the raising of capital for private and public entities. He was appointed as the Company’s Chief Marketing Officer in October of 2013.
KENNETH BOSKET - Kenneth Bosket is a director and CFO of the Company. Mr. Bosket has been member of the Company’s team since June, 2008. Mr. Bosket retired in 2004 after 30 years with Sprint (Telecommunication Division). Mr. Bosket is a former Board Member and President of Bridge Counseling Associates, a mental health and substance abuse service company. His experience includes implementing appropriate procedures for positioning his organization’s goals with successful teaming relationships, marketing and over 30 years of extensive customer service, as well as managing various departments, and being a western division facilitator working directly for a President of Sprint. Mr. Bosket earned a Masters of Business Administration from the University of Phoenix and a Bachelor’s of Business Administration from National University.
VINOTH SAMBANDAM - Vinoth Sambandam, is the Chief Technology Officer, with several years of technical (IT) experience and has a background in BPO sector. Mr. Sambandam did his B.tech Information Technology in Dhanalakshmi College of Engineering in Chennai, India.
MONTSE ZAMAN - Montse Zaman is the corporate secretary of the Company. She worked for Zaman & Company, a private business consulting firm, as an administrative assistant. In 2008, she joined the Company. Ms. Zaman has extensive organizational experience. She has a Bachelor degree in Communications from the Instituto Superior De Ciencia Y Tecnologia A.C. in Mexico.
CONFLICTS OF INTEREST
The Officers and Directors of the Company will devote most of their time to the Company however; there will be occasions when the time requirements of the Company’s business conflict with the demands of their other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company.
There is no procedure in place which would allow the Officers and Directors to resolve potential conflicts in an arms-length fashion. Accordingly, they will be required to use their discretion to resolve them in a manner which they consider appropriate.
The Company’s Officers and Directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by the Company’s Officers and Directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the Company’s Officers and Directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to the Company and its other shareholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of the Company and the Company’s other shareholders, rather than their own personal pecuniary benefit.
The Company previously adopted a Code of Ethics in 2004. The Company has revised the Code of Ethics and is adopting a new Code of Ethics which applies to its directors as well as to its officers including its principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Ethics is attached as an Exhibit to this Report and is also available on the Company’s website, www.crownequityholdings.com . A copy of the Code of Ethics is also available at no charge to anyone who may send a request in writing to the Company, addressed to its CEO, at Las Vegas, NV 89141.
Identification of Certain Significant Employees - The Company does not employ any persons who make or are expected to make significant contributions to the business of the Company.
During fiscal 2019 the Company paid its officers and directors an aggregate of $9,150. During fiscal 2018 the Company paid its officers and directors (Kenneth Bosket, Arnulfo Saucedo-Bardan and Vinoth Sambandam) an aggregate of $5,984. The remaining directors made the decision to serve as officers and/or directors without compensation upon appointment. In 2017, the company added board member who made the decision to serve as officers and directors without compensation upon appointment.
The following tables sets for the compensation for all officers and directors during the past three years:
DIRECTORS OFFICERS COMPENSATION
Annual compensation
Long-term compensation
Awards
Name and Principal Position
Year
Salary
($)
Bonus
($)
Other
annual
compensation
($)
Restricted
stock
award(s)
($)
Securities
under-
lying
options/
SARs
(#)
Payouts
LTIP
payouts
($)
All other
compen-
sation
($)
Total Compensation
Kenneth Bosket
2019
3,650
3,650
CFO, Director
2018
1,000
-
-
-
-
-
-
1,000
2017
16,500
-
-
-
-
-
-
16,500
Arnulfo Saucedo-Bardan
2019
-
-
Former COO, Director
2018
1,400
-
-
-
-
-
-
1,400
2017
6,250
-
-
-
-
-
-
6,250
Montse Zaman
2019
-
-
COO, Director
2018
-
-
-
-
-
-
-
-
2017
-
-
-
-
-
-
-
-
Mike Zaman
2019
-
CEO, Director
2018
-
-
-
-
-
-
-
-
2017
-
-
-
-
-
-
-
-
Vinoth Sambandam
2019
5,500
-
-
-
-
-
-
5,500
CTO
2018
3,584
3,584
2017
25,008
-
-
-
-
-
-
25,008
Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meeting of the Board of Directors.
The Company has no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company’s directors or executive officers.
The Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any executive officer or director, where such plan or arrangement would result in any compensation or remuneration being paid resulting from the resignation, retirement or any other termination of such executive officer’s employment or from a change-in-control of the Company or a change in such executive officer’s responsibilities following a change-in-control and the amount, including all periodic payments or installments where the value of such compensation or remuneration exceeds $100,000 per executive officer.
During the last completed fiscal year, no funds were set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.
The Company has no written employment agreements.
In December, 2007, the Company adopted the Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2007. Under the Plan, 50,000 shares are reserved for issuance to employees, officers, directors, advisors and consultants. As of December 31, 2013, 28,855 shares had been issued under the Plan. During 2014, an additional 20,500 shares were issued under the Consultants and Employees Stock Plan.
In October, 2014, the Company adopted a new Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2014. As of December 31, 2014, no shares were issued from this plan.
Termination of Employment and Change of Control Arrangement. Except as noted herein, the Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any individual named above from the latest or next preceding fiscal year, if such plan or arrangement results or will result from the resignation, retirement or any other termination of such individual’s employment with the Company, or from a change in control of the Company or a change in the individual’s responsibilities following a change in control.
Section 16(a) Beneficial Ownership Reporting Compliance. During the year ended December 31, 2019, the following persons were officers, directors and more than ten-percent shareholders of the Company’s common stock:
There were 11,766,766 shares of the Company’ common stock issued and outstanding on December 31, 2019. There are 20,000,100 shares of preferred stock, par value $.001, of which 1,000 are designated as Series A. The 1,000 Series A preferred shares are outstanding at December 31, 2019. No other Preferred Shares are outstanding at December 31, 2019.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.
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
--
--
66,290,000
Equity compensation plans not approved by security holders
--
--
--
Total
--
--
66,290,000
The Company utilizes the shares available under the Plan described above to issue shares of stock as compensation to employees, consultants and officers and directors. At the end of each quarter, the Board of Directors of the Company determines the amount of shares to be issued pursuant to the Plan.
As in 2018, in 2019 the Company was 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.
During the period ending December 31, 2019, the Company issued 96,315 shares Common stock for the settlement of $48,324 debt from related parties.
As of December 31, 2019, the Company had a payable of $18,756 to Vinot Sambandam, an officer of the Company. The amounts due are for services performed.
On December 19, 2018, the Company engaged M&K CPAS PLLC as the Company’s independent registered accounting firm commencing with the quarter ending March 31, 2018 through and including the fiscal year ending December 31, 2019.
2019
2018
Audit fees
$
14,700
$
35,500
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.
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.
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 May 29, 2020.
CROWN EQUITY HOLDINGS, INC.
By:
/s/ Mike Zaman
Mike Zaman
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on May 29, 2020.
Signature
Title
/s/ Mike Zaman
Director, Chief Executive Officer
Mike Zaman
/s/ Montse Zaman
Director, Chief Operating Officer
Montse Zaman
/s/ Kenneth Bosket
Director, Chief Financial Officer (Principal
Kenneth Bosket
Financial Officer), Principal Accounting Officer
33
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