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.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act,) Yes
¨
No
x
The aggregate number of shares of the voting stock held by non-affiliates on September 30, 2017 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 October 9, 2018 was 11,799,389.
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
|
|
|
|
|
|
Mike Zaman
|
|
62
|
|
Director since 11/2013; appointed President/CEO since 7/2015
|
|
|
|
|
|
Kenneth Bosket
|
|
65
|
|
Director since 06/2008; appointed to COO since 7/10/2015
|
|
|
|
|
|
Montse Zaman
|
|
43
|
|
Director, Secretary and Treasurer since 02/2008
|
|
|
|
|
|
Arnulfo Saucedo Bardan
|
|
46
|
|
Director from 02/2008 thru 01/2013 and since 11/2013
|
|
|
|
|
|
Brian P. Colvin
|
|
49
|
|
Director since 6/2017; appointed Vice President 6/2017
|
|
|
|
|
|
Deborah P. Robinson
|
|
64
|
|
Director since 6/2017; appointed Chief Marketing Officer in 6/2017
|
|
|
|
|
|
Vinoth Sambandam
|
|
36
|
|
Appointed CTO in 01/2016
|
|
|
|
|
|
Steven Cantor
|
|
36
|
|
Director and Appointed Chairman in 07/2017
|
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 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.
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. Saucedo – Bardan has a Bachelor Degree in engineering from the Instituto Tecnologico De La Laguna in Torreon Coahuila.
BRIAN P. COLVIN - Brian Colvin is the Vice President of the company. He is an entrepreneur, as well as the co-founder of PrimeColo, Inc., X Connect DC, LLC., and American Research and Development, Inc. Brian has a combine vast background history of over 25 years in I.T., Telecommunications, and Finance.
DEBORAH P. ROBINSON - Deborah Robinson has expanded her career from Canada, Australia, India, United Kingdom to the United States with over 25 years prior experience as a Principal, Managing Direct and Business Development Marketing Director for various industries. Deborah received her Business Management degree from Sheridan College in Toronto, Canada.
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.
Item 11: Executive Compensation
During fiscal 2017 the Company paid its officers and directors an aggregate of $5, 984. During fiscal 2016 the Company paid its officers and directors (Kenneth Bosket, Arnulfo Saucedo-Bardan and Vinoth Sambandam) an aggregate of $47,758. The remaining directors made the decision to serve as officers and/or directors without compensation upon appointment. In 2017, the company added board member who made the decision to serve as officers and directors without compensation upon appointment.
The following tables sets for the compensation for all officers and directors during the past three years:
DIRECTORS OFFICERS COMPENSATION
|
|
|
|
Annual compensation
|
|
|
Long-term compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards
|
|
|
|
|
|
|
|
|
|
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Other
annual
compen
sation
($)
|
|
|
Restricted
stock
award(s)
($)
|
|
|
Securities
under-
lying
options/
SARs
(#)
|
|
|
Payouts
LTIP
payouts
($)
|
|
|
All other
compen-
sation
($)
|
|
|
Total Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Bosket,
|
|
2017
|
|
|
1,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,000
|
|
CEO,
|
|
2016
|
|
|
16,500
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,500
|
|
Director
|
|
2015
|
|
|
2,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arnulfo Saucedo-Bardan,
|
|
2017
|
|
|
1,400
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,400
|
|
COO,
|
|
2016
|
|
|
6,250
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,250
|
|
Director
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Montse Zaman,
|
|
2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Secretary, Treasurer,
|
|
2016
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Director
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Vega,
|
|
2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Former Director
|
|
2016
|
|
|
2,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,000
|
|
|
|
2015
|
|
|
2,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Scrudato,
|
|
2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
CFO, Former Director
|
|
2016
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
2015
|
|
|
4,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rudy Chacon
|
|
2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Director
|
|
2016
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steve Onoue
|
|
2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Former Director
|
|
2016
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mike Zaman
|
|
2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Director
|
|
2016
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1
|
|
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Harold Gewerter
|
|
2017
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Former Director
|
|
2016
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vinoth Sambandam
|
|
2017
|
|
|
3,584
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,584
|
|
CTO
|
|
2016
|
|
|
25,008
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
25,008
|
|
|
|
2015
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
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-
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-
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-
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-
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-
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|
Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meeting of the Board of Directors.
The Company has no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's directors or executive officers.
The Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any executive officer or director, where such plan or arrangement would result in any compensation or remuneration being paid resulting from the resignation, retirement or any other termination of such executive officer's employment or from a change-in-control of the Company or a change in such executive officer's responsibilities following a change-in-control and the amount, including all periodic payments or installments where the value of such compensation or remuneration exceeds $100,000 per executive officer.
During the last completed fiscal year, no funds were set aside or accrued by the Company to provide pension, retirement or similar benefits for Directors or Executive Officers.
The Company has no written employment agreements.
In December, 2007, the Company adopted the Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2007. Under the Plan, 50,000 shares are reserved for issuance to employees, officers, directors, advisors and consultants. As of December 31, 2013, 28,855 shares had been issued under the Plan. During 2014, an additional 20,500 shares were issued under the Consultants and Employees Stock Plan.
In October, 2014, the Company adopted a new Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2014. As of December 31, 2014, no shares were issued from this plan.
Termination of Employment and Change of Control Arrangement
. Except as noted herein, the Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any individual named above from the latest or next preceding fiscal year, if such plan or arrangement results or will result from the resignation, retirement or any other termination of such individual's employment with the Company, or from a change in control of the Company or a change in the individual's responsibilities following a change in control.
Section 16(a) Beneficial Ownership Reporting Compliance
. During the year ended December 31, 2017, the following persons were officers, directors and more than ten-percent shareholders of the Company's common stock:
Name
|
|
Position
|
|
Filed Reports
|
|
|
|
|
|
Montse Zaman
|
|
Officer, Director
|
|
Yes
|
Item 12: Security Ownership of Certain Beneficial Owners and Management
There were 11,461,137 shares of the Company' common stock issued and outstanding on December 31, 2017. 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, 2017. No other Preferred Shares are outstanding at December 31, 2017.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.
Preferred Stock
Names and Addresses
|
|
Number of Preferred Shares Owned Beneficially
|
|
|
Percent of Preferred Beneficially Owned Shares
|
|
|
|
|
|
|
|
|
Mike Zaman (1)
|
|
|
1,000
|
|
|
|
100
|
%
|
11226 Pentland Downs Street
|
|
|
|
|
|
|
|
|
Las Vegas, NV 89141
|
|
|
|
|
|
|
|
|
_______________
(1) Denotes Officer and/or Director
Common Stock
Names and Addresses
|
|
Number of Shares Owned Beneficially
|
|
|
Percent of Beneficially Owned Shares
|
|
|
|
|
|
|
|
|
Montse Zaman (1)
|
|
|
10,012,057
|
|
|
|
87.36
|
%
|
11226 Pentland Downs Street
|
|
|
|
|
|
|
|
|
Las Vegas, NV 89141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ken Bosket (1)
|
|
|
21,022
|
|
|
|
0
|
%
|
1453 Flintrock Road
|
|
|
|
|
|
|
|
|
Henderson, Nevada 89014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mike Zaman (1)
|
|
|
7,476
|
|
|
|
0
|
%
|
11226 Pentland Downs Street
|
|
|
|
|
|
|
|
|
Las Vegas, NV 89141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arnulfo Saucedo Bardan (1)
|
|
|
1,611
|
|
|
|
0
|
%
|
11226 Pentland Downs Street
|
|
|
|
|
|
|
|
|
Las Vegas, Nevada 89141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vinoth Sambandam (1)
|
|
|
43,494
|
|
|
|
0
|
%
|
L41A Bharathy Thasan Colony
|
|
|
|
|
|
|
|
|
KK Nagar, Chennai, 600 078 India
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and officers as a group
|
|
|
10,085,660
|
|
|
|
88.0
|
%
|
___________________
(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
|
|
|
--
|
|
|
|
--
|
|
|
|
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.
Item 13: All Relationships and Related Transactions
As in 2016, in 2017 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.
As of December 31, 2016, the Company had a payable of $10,583 due to Montse Zaman. The payable is unsecured, bears no interest and due on demand.
As of December 31, 2016, the aggregate outstanding balance of notes payable to related parties was $6,116 consisting of loans as described in Note 3. Three of the notes are in default.
During the year ended December 31, 2016, the Company paid an aggregate of $5,830 of expenses on behalf of two related entities with common officers and directors. The Company holds investments in these entities. $1,800 was paid back during the year which was treated as a reduction of expenses previously paid.
During 2016, the Company issued 1,000 shares of Series A preferred stock valued at $1 to the President for services. These shares carry the right to elect the majority of the board of directors. The holder of these Series A Preferred shares has 110% of outstanding common shares voting power in electing the majority of the board members.
As of December 31, 2017, the Company had a payable of $27,008 to Vinot Sambandam, an officer of the Company. The amounts due are for services performed.
As of December 31, 2017, the Company had a payable of $37,591 due to Montse Zaman. The payable is unsecured, bears no interest and due on demand.
As of December 31, 2017, the Company had a payable of $2,198 note payable to Montse Zaman. The payable is unsecured, and due on demand.
As of December 31, 2017, the Company had a payable of $1,134 note payable to Arnulfo Saucedo-Bardan. The payable is unsecured, and due on demand.
As of December 31, 2017, the Company had a payable of $5,528 note payable to Mike and Montse Zaman. The payable is unsecured, and due on demand.
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.
|
|
2017
|
|
|
2016
|
|
Audit fees
|
|
$
|
15,500
|
|
|
$
|
31,000
|
|
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.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Crown Equity Holdings Inc. ("Crown Equity" or the "Company") was incorporated in August 1995 in Nevada. The Company offers through its digital network of websites, advertising branding, marketing solutions and other services to boost customer awareness, as well as merchant visibility as a worldwide online multi-media publisher. The Company focuses on the distribution of information for the purpose of bringing together its audience with the advertisers that want to reach them. Its advertising services cover and connect a range of marketing specialties, as well as provide search engine optimization for clients interested in online media awareness. Crown Equity Holdings' objective is making its endeavor known as CRWE WORLD into a global online news and information source, as well as a global one stop shop for various distinct products and services. The Company also offers services to companies seeking to become public entities in the United States, as well as providing various consulting services to companies and individuals dealing with corporate structure and operations globally.
In 2010, the Company formed two subsidiaries Crown Tele Services, Inc. and CRWE Direct, Inc. Crown Tele Services Inc. will provide voice over IP messaging at a competitive price to other competitors and CRWE Direct will provide its client with direct sales of products. This entity was divested at the end of 2016.
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
|
|
Principles of Consolidation
The consolidated financial statements include the financial information of Crown Equity Holdings, Inc. At the end of 2017, the Company had no subsidiaries. At the end of 2016, the following subsidiaries were divested and are not included in the financial statements: Crown Tele Services Inc., CRWE Direct Inc. and CRWE Real Estate, 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 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 company's common stock for common share issuances.
Revenue Recognition
Crown Equity's revenue is recognized pursuant to ASC 605 "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.
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, 2017 and 2016.
Concentrations
In 2017, the Company’s revenues received were (84.37%) from one customer from the displaying of click based and impressions ads located on the company’s websites; (14.49%) came from name domain registrations through (CRWE Domains) the company’s domain website, and (1.14%) from a couple of press releases through (CRWE Press Releases) and one article through CRWE WORLD; which are both part of the company’s news and press release publishing and distribution services. In 2016, the Company’s revenues received were based on the company’s consulting services which were (100%) from one customer and from the displaying of click based and impressions ads located on the company’s websites; name registration from the company’s domain website, and the company’s news and press release publishing and distribution services.
General and Administrative Expenses
Crown Equity's general and administrative expenses consisted of the following types of expenses during 2017 and 2016: 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, which are 3 to 5 years. Depreciation expense during the years ended December 31, 2017 and 2016 totaled $7,223 and $0, respectively.
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 2017 or 2016.
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
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, 2017 and 2016.
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 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
In March 2016, the FASB issued ASU 2016-09 “
Compensation—Stock Compensation: Improvements To Employee Share Based Payment Accounting
”, which amends certain provisions of ASU 718, “
Compensation - Stock Compensation
”. The ASU will require all income tax effects of awards to be recognized in the income statement when the awards vest or are settled. It also will allow an employer to repurchase more of an employee’s shares than it can today for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. The provisions are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We expect to adopt these provisions on October 1, 2017, and based on our current stock compensation awards, the adoption is not expected to have a material effect on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-08 “
Revenue from Contracts with Customer, Principal versus Agent Considerations (Reporting Revenue Gross versus Net)
” to clarify the principal versus agent guidance in its new revenue recognition standard. The amendments clarify how an entity should identify the unit of accounting for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements, such as service transactions. These provisions also clarify the indicators to determine when an entity is acting as a principal or an agent. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods, and can be applied using a full retrospective or modified retrospective approach. We expect to adopt these provisions on January 1, 2018, including interim periods subsequent to the date of adoption. The adoption is not expected to have a material effecct on our consolidated financial statements..
In March 2016, the FASB issued ASU 2016-07 “
Investments—Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting
”, which amends certain provisions of ASU 323 “
Investments-Equity Method and Joint Ventures
”. The ASU eliminates the requirement that an investor retrospectively apply equity method accounting when an investment that it had accounted for by another method initially qualifies for the equity method. The guidance will be applied prospectively and is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. We expect to adopt these provisions on October 1, 2017, and the adoption is not expected to have a material effect on our consolidated financial statements.
In March 2016, the FASB issued ASU 2016-05 “
Derivatives and Hedging--Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships”,
which amends certain provisions of ASU 815 “
Derivatives and Hedging”.
The ASU clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument under ASC 815 does not, in and of itself, require designation of the instrument if all other hedge criteria continue to be met. These provisions are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and can be adopted using a prospective or modified retrospective approach. Early adoption is permitted. We expect to adopt these provisions on October 1, 2017, including interim periods subsequent to the date of adoption, and do not expect that these provisions will have a material effect on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02 “
Leases”,
which is codified in ASC 842 “
Leases”
and supersedes current lease guidance in ASC 840. These provisions require lessees to put a right-of-use asset and lease liability on their balance sheet for operating and financing leases that have a term of more than one year. Expense will be recognized in the income statement similar to current accounting guidance. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities will need to disclose qualitative and quantitative information about their leases, including characteristics and amounts recognized in the financial statements. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We expect to adopt these provisions on October 1, 2019, including interim periods subsequent to the date of adoption. Entities are required to use a modified retrospective approach upon adoption to recognize and measure leases at the beginning of the earliest comparative period presented in the financial statements. We are evaluating the impact of these provisions.
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 historically suffered losses from operations and had a working capital deficit as of December 31, 2017. 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.
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.
NOTE 3 – CAPITAL LEASES
During 2017, the Company borrowed an aggregate $58,047 under the following third party capital lease transactions:
|
¨
|
A $1,505 note from a third party for the lease of fixed assets, bearing interest at 17%, amortized over 36 months with monthly payments of $54. The lease has a bargain purchase option of $1 at the end of the lease term.
|
|
|
|
|
¨
|
A $56,542 note from a third party for the lease of fixed assets, bearing interest at 17%, amortized over 60 months with monthly payments of $1,186. The lease has a bargain purchase option of $1 at the end of the lease term.
|
NOTE 4 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES
During 2017, third party debt of $9,500 plus accrued interest of $3,653 was settled through the issuance of 26,308 shares of common stock, resulting in a loss on debt settlement of $39,462.
As of December 31, 2017 and 2016, the Company had unamortized discount of $8,975 and $0 respectively.
The Company analyzed the below convertible notes for derivatives noting none. The Company evaluated these convertible notes for beneficial conversion features and concluded that the beneficial conversion features resulted in a debt discount in the amount of $11,156.
During 2017, the Company borrowed an aggregate $6,470 from related parties. These notes bear interest at 12%, are convertible at $.50 per share, and mature 1 year from the agreement date.
During 2017, the Company borrowed an aggregate $28,683 under the following third party transactions:
|
¨
|
An unsecured third party revolving credit note of $8,226 for the purchase of fixed assets, bearing interest at 27.74%.
|
|
|
|
|
¨
|
An unsecured third party revolving credit note of $20,457 for the purchase of fixed assets, bearing interest at 27.74%.
|
During 2017, the Company borrowed an aggregate $5,531 under the following notes convertible at $0.50 per share, with a maturity of one year from the agreement date, in third party transactions:
|
¨
|
From July 2017 through September 2017, the Company entered into three one year, convertible at $0.50/share, unsecured, 12% interest bearing notes totaling $1,031 from a non-related party. These notes are currently in default.
|
|
|
|
|
¨
|
On November 27, 2017, the Company entered into a one year, convertible at $0.50/share, unsecured, 12% interest bearing note for $1,500 from a non-related party.
|
|
¨
|
On December 5, 2017, the Company entered into a one year, convertible at $0.50/share, unsecured, 12% interest bearing note for $3,000 from a non-related party.
|
During 2016, the Company borrowed an aggregate $57,000 under the following transactions:
|
¨
|
During February 2016, the Company entered into a one year, convertible at $0.50/share, 12% interest bearing note for $40,000 from a related party. The note was $30,000 cash and $10,000 in expense paid on behalf of the Company. This note was converted in full during the year in accordance with the terms.
|
|
|
|
|
¨
|
On January 6, 2016, the Company entered into a one year, convertible at $0.50/share, 12% interest bearing note for $1,000 from a non-related party. This note was converted in full during 2016.
|
|
¨
|
On January 25, 2016, the Company entered into a one year, convertible at $0.50/share, 12% interest bearing note for $1,000 from a non-related party. This note was converted in full during 2016.
|
|
|
|
|
¨
|
On January 14, 2016, the Company entered into a one year, convertible at $0.50/share, 12% interest bearing note for $15,000 from a non-related party. This note was converted in full during 2016.
|
The Company analyzed the 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 $44,000. The notes were converted in full as of December 31, 2016 and the debt discount was expensed as interest during the year ended December 31, 2016.
The Company paid back a total of $17,558 in related party note payable during the year and converted $40,000 of related party convertible notes into common stock at $0.50/share. The balance due on related party notes is $6,116 which is due on demand, has 12% interest, and is in default.
During 2016, the Company converted $19,000 of third party note payable. The balance due on third party notes payable is $9,500 which is unsecured, bears no interest, and is due on demand.
As of December 31, 2017 and 2016, the aggregate outstanding principal on third party notes payable was $40,406 and $9,500, respectively.
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company is obligated for payments under capital leases as follows:
Minimum Lease Payments
|
December 31, 2017
|
December 31, 2016
|
|
|
|
2018
|
10,518
|
-
|
2019
|
10,779
|
-
|
2020
|
11,887
|
-
|
2021
|
12,412
|
-
|
2022
|
12,450
|
-
|
Total
|
58,046
|
-
|
The Company is obligated for payments under notes payable as follows:
Minimum Note Payments
|
December 31, 2017
|
December 31, 2016
|
|
|
|
2017 – Related Party
|
-
|
6,116
|
2017 Third Party
|
-
|
9,500
|
2018 – Related Party
|
4,212
|
-
|
2018 Third Party
|
29,888
|
-
|
Total
|
34,100
|
15,616
|
NOTE 6 – 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.
As of December 31, 2017, the Company had a payable of $27,008 to Vinot Sambandam, an officer of the Company. The amounts due are for services performed.
As of December 31, 2017 and 2016, the Company had a payable of $10,583 and $10,583 respectively to Montse Zaman, director for expenses paid on behalf of the Company. The payable is unsecured, bears no interest and due on demand.
As of December 31, 2017 and 2016, the aggregate outstanding balance of notes payable to related parties was $4,212, net of unamortized discount of $4,648 and $6,116, respectively consisting of loans described in Note 3. Three of the notes are in default.
During 2016, the Company issued 1,000 shares of Series A preferred stock valued at $1 to the President for services. These shares carry the right to elect the majority of the board of directors. The holder of these Series A Preferred shares has 110% of outstanding common shares voting power in electing the majority of the board members.
During the year ended December 31, 2016, the Company paid an aggregate of $5,830 of expenses on behalf of two related entities with common officers and directors. The Company holds investments in these entities. $1,800 was paid back during the year which was treated as a reduction of expenses previously paid.
NOTE 7 – STOCKHOLDERS' EQUITY
On December 30, 2016, the company’s Amended and Restated Certificate of Incorporation that changed its authorized shares of common stock to 450,000,000 shares and preferred stock to 20,001,000 shares.
In 2017, the company recorded $11,156 as debt discount on convertible notes associated with beneficial conversion features that was added to additional paid-in capital.
In 2016, the company recorded $44,000 as debt discount on convertible notes associated with beneficial conversion features that was added to additional paid-in capital.
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.
During 2016, the Company issued 1,000 shares of Series A preferred stock to the President for services. These shares carry the right to elect the majority of the board of directors These shares carry the right to elect the majority of the board of directors The holder of these Series A Preferred shares has 110% of outstanding common shares voting power in electing the majority of the board members.
During 2017, the Company issued:
|
¨
|
62,000 common shares issued for cash proceeds of $31,000,
|
|
|
|
|
¨
|
30,998 common shares issued for services to an officer of the Company with a value of $57,937,
|
|
|
|
|
¨
|
26,308 shares issued for conversion of $9,500 note payable plus $3,653 of accrued interest, which resulted in a loss on debt conversion of $39,462.
|
During 2016, the Company issued:
|
¨
|
100,000 common shares for services with a value of $275,000
|
|
|
|
|
¨
|
119,000 common shares for settlement of debt and interest with a fair value of $79,150, for the settlement of $59,707 in debt and interest, resulting in a loss of $19,443
|
|
|
|
|
¨
|
218,267 common shares for cash with a value of $143,766
|
NOTE 8 – 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 2017 or 2016.
The Company's deferred tax assets consisted of the following as of December 31, 2017 and 2016:
|
|
2017
|
|
|
2016
|
|
Net operating loss
|
|
$
|
575,978
|
|
|
$
|
519,054
|
|
Valuation allowance
|
|
|
(575,978
|
)
|
|
|
(519,054
|
)
|
Net deferred tax asset
|
|
$
|
-
|
|
|
$
|
-
|
|
As of December 31, 2017 and 2016, the Company's accumulated net operating loss carry forward was approximately $1,744,516 and $1,663,924 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%. The 2017 Act reduces the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. For net operating losses (NOLs) arising after December 31, 2017, the 2017 Act limits a taxpayer’s ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is generally prohibited. NOLs generated in tax years beginning before January 1, 2018 will not be subject to the taxable income limitation. The 2017 Act would generally eliminate the carryback of all NOLs arising in a tax year ending after 2017 and instead would permit all such NOLs to be carried forward indefinitely.
2014 Federal income tax returns have not been examined and reported upon by the Internal Revenue Service; returns of the years since 2014 are still open.
NOTE 9 – SUBSEQUENT EVENTS
Subsequent to December 31, 2017, the Company issued total common shares of 338,252 which are broken down as follows:
|
·
|
22,000 shares were issued for cash proceeds of $11,000 and
|
|
|
|
|
·
|
16,252 shares were issued for services
|
|
|
|
|
·
|
300,000 shares issued for services to the chairman of the board
|
Promissory notes the Company entered subsequent to December 31, 2017:
During 2018, the following promissory notes were entered into subsequent to 12/31/2017: all notes have the following terms: 12% annual interest, due within one year and are convertible at $0.50 per share upon request from the holder.
|
¨
|
1.) one note from Richard W. LeAndro for $3,000 on January 4, 2018;
2.) two notes from Montse Zaman for $1,785 and $1,460 primarily on February 28, 2018, April 11, 2018, June 7, 2018 on 2018;
3.) one note from Mike Zaman for $450 on January 19, 2018;
4.) one note from Munti Consulting, LLC, a Company owned by Steven Cantor, our Chairman, for $35,000 on October 2, 2018
|
On February 20, 2018
|
¨
|
The company sold its “Doing Business As” company known as (iB2BGlobal.com) to American Video Teleconferencing, Corp. (AVOT), which included maintenance and maintaining the “iB2BGlobal.com” online site within the Crown Equity Holdings server in exchange for 40,000,000 restricted shares of “AVOT” stock.
|
On June 26, 2018 the following director changes occurred:
|
¨
|
Appointed Steve Cantor as a Director and Chairman of Board. Mike Zaman resigned as Chairman of Board.
|
On July 2, 2018, the Company received $50,000 on an advertising and marketing contract with a company related to our new Chairman. The contract is for nine months of advertising, reviewing, publishing and disseminating press releases.
In August, 2018 the following occurred:
|
¨
|
August 21, 2018, OCHC LLC, a Company with common minor shareholder paid $632 of expenses on behalf of the Company, as well as on August 27, 2018 depositing $10,000 towards a future stock purchase of which no shares have been currently issued.
|