UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended December 31, 2017

 

¨ 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  ¨ 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.

 

DOCUMENTS INCORPORATED BY REFERENCE: None.

 

 
 
 
 

PART I

 

ITEM 1: BUSINESS

 

A) General

 

Crown Equity Holdings Inc. formerly known as Micro Bio-Medical Waste Systems, Inc. (the "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 28 th of December, 2016.

 

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, 2017, the Company utilized the services of independent contractors during the year. Montse Zaman, Arnulfo Sucedo-Bardan, and Kenneth Bosket. Officers compensation is detailed in Part III, Item 11 of this filing.

 

Item 2: Properties

 

The Company is provided office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.

 

 
2
 
 

 

Item 3: Legal Proceedings

 

The Company was subject to the following judgment:

 

Lowell Holden vs. Kenneth Bosket, Crown Equity Holdings Inc.

 

On March 3, 2016, Lowell Holden received a judgment for $39,965 in the Hennepin County District Court in Minneapolis, MN in reference to monies owed for prior services rendered. The Company settled the judgment with a one-time cash payment of $10,000 during the first quarter of 2016.

 

Item 4: Submission of Matters to a Vote of Security Holders

 

None

 

Item 5: Market for Registrant's Common Equity and Related Shareholder Matters

 

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, 2017, the Company had 11,461,137 shares of its common stock issued and outstanding of which 10,700,455 were held by affiliates.

 

The following table reflects the high and low quarterly bid prices for the fiscal years ended December 31, 2017 and 2016.

 

Period

 

High

 

 

Low

 

1st Qtr. 2017

 

 

2.75

 

 

 

1.00

 

2nd Qtr. 2017

 

 

2.75

 

 

 

2.05

 

3rd. Qtr. 2017

 

 

2.05

 

 

 

0.55

 

4th Qtr. 2017

 

 

1.00

 

 

 

0.95

 

1st Qtr. 2016

 

 

2.55

 

 

 

0.70

 

2nd Qtr. 2016

 

 

6.05

 

 

 

1.99

 

3rd. Qtr. 2016

 

 

2.00

 

 

 

1.60

 

4th Qtr. 2016

 

 

2.75

 

 

 

1.50

 

 

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

 

As of December 31, 2017, the Company estimates there are approximately 96 "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.

 

Item 6: Selected Financial Data

 

Not applicable.

 

Item 7: Management's Discussion and Analysis or Plan of Operation

 

FORWARD-LOOKING STATEMENTS MAY NOT PROVE ACCURATE

 

When used in this Form 10-K, the words "anticipated", "estimate", "expect", and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks, uncertainties and assumptions including the possibility that the Company will fail to generate projected revenues. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected.

 

 
3
 
 

 

OVERVIEW

 

The following discussion of the financial condition, changes in financial condition and results of operations of the Company for the fiscal years ended December 31, 2017 and 2016 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 Company's balance sheet as of December 31, 2017 reflects expanded assets and reduced liabilities from the previous year primarily due to company’s common stock purchases and conversion of notes payable to common shares. 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, 2017, the Company has $1,862 in cash and $44,618 of current notes payable.

 

At December 31, 2017, the Company had negative working capital of $254,725 which consisted of current assets of $1,862 and current liabilities of $256,587. The current liabilities of the Company at December 31, 2017 are composed of accounts payable and accrued expenses of $174,378, accounts payable to related party of $37,591 and, short-term debt of $40,406 and short-term debt due to related parties of $4,212.

 

Cash flows used in operating activities during the year ended December 31, 2017 was $47,976 compared to cash flow used of $165,193 for the same period in 2016. This represents a decrease of $117,217.

 

Cash flows provided by investing activities were $0 for the year ended December 31, 2017 and $100 in 2016.

 

Cash flows provided by financing activities was $39,275 for the year ended December 31, 2017 compared to $173,208 for the same period in 2016. The financing activities in 2017 consisted of loan proceeds and payments and the sale of common stock.

 

As of December 31, 2017, the Company had total assets of $81,322 and total liabilities of $304,115. Stockholders' deficit as of December 31, 2017 was $11,264,213 compared to a deficit of $11,073,069 at December 31, 2016. 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.

 

 
4
 
 

 

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, 2017 to the Year Ended December 31, 2017

 

REVENUES

 

Sales for the year ended December 31, 2017 were $2,849 compared to $2,327 for the year ended December 31, 2016, an increase of $522. This reflects increased revenue from our services and product with non-related party customers.

 

OPERATING EXPENSES

 

During the year ended December 31, 2017, we incurred $150,129 in operating expenses, compared to $442,173 in the same period ended December 31, 2016, a decrease of $292,044.

 

OTHER INCOME AND EXPENSES

 

During the year ended December 31, 2017, we incurred a net other expenses of $43,864 compared to net other expenses of $61,109 in the same period ended December 31, 2016, a decrease of $17,245.

 

NET LOSS

 

The Company had a net loss for the year ended December 31, 2017 of $191,144 compared to a net loss of $500,955 for the year ended December 31, 2016.

 

Item 8: Financial Statements

 

Financial statements are audited and included herein beginning on page F-1 and are incorporated herein by this reference.

 

Item 9: Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

There were no disagreements with accountants on accounting and financial disclosure during the relevant period.

 

Item 9a: Controls & Procedures

 

Evaluation of Disclosure Controls and Procedures

 

For purposes of this section, the term disclosure controls and 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.

 

 
5
 
 

 

Changes in Internal Controls over Financial Reporting

 

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Management's Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.(2013) Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 

The material weaknesses relate to the following:

 

 

-

Lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Officers. Our Officers do not possess accounting expertise and our company does not have an audit committee.

 

-

Lack of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed by our Officers and the work is not reviewed by anyone.

 

-

Lack of expertise in accounting for and valuation of equity and marketable securities transactions.

 

 

 

 

-

Lack of controls over the identification of related parties.

 

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, 2017. 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, 2017.

 

Item 9b: Other Information

 

None

 

 
6
 
 

 

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.

 

 
7
 
 

 

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.

 

 
8
 
 

 

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

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 
9
 
 

 

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

 

 
10
 
 

 

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.

 

 
11
 
 

 

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.

 

 
12
 
 

 

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.

 

 
13
 
 

 

Item 13: Exhibits and Reports on Form 8-K

 

(a)

Financial Statements and Schedules

 

The following financial statements and schedules are filed as part of this report:

 

Report of Independent Registered Public Accounting Firm

F-1

Consolidated Balance Sheets as of December 31, 2017 and 2016

F-2

Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016

F-3

Consolidated Statement of Changes in Stockholders' Deficit for the Years Ended December 31, 2017 and 2017

F-4

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016

F-5

Notes to the Consolidated Financial Statements

F-6

 

EXHIBITS FILED WITH THIS REPORT

 

Exhibits required by Item 601 of Regulation S-K. The following exhibits are filed as a part of, or incorporated by reference into, this Report.

 

Exhibit Number

Description

31.1*

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

32.1*

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

 

101.INS **

XBRL Instance Document

101.SCH **

XBRL Taxonomy Extension Schema Document

101.CAL **

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **

XBRL Taxonomy Extension Label Linkbase Document

101.PRE **

XBRL Taxonomy Extension Presentation Linkbase Document

___________________

*

Exhibit filed herewith

**

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
14
 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized, in the City of Las Vegas, State of Nevada, on October 16, 2018.

 

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 October 16, 2018.

 

Signature

Title

/s/ Mike Zaman

Director, Chief Executive Officer

Mike Zaman

/s/ Montse Zaman

Director, Secretary, Treasurer

Montse Zaman

/s/ Kenneth Bosket

Director, Chief Financial Officer (Principal

Kenneth Bosket

Financial Officer), Principal Accounting Officer

 

 
15
 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

Crown Equity Holdings, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Crown Equity Holdings, Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, 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, 2017 and 2016, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Matter

 

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 has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

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

 

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

 

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

 

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2006.

Houston, Texas

October 16, 2018

 

 
F-1
 
 

 

CROWN EQUITY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Assets

 

Current assets

 

 

 

 

 

 

Cash

 

$ 1,862

 

 

$ 10,563

 

Total Current Assets

 

 

1,862

 

 

 

10,563

 

 

 

 

 

 

 

 

 

 

Property and Equipment, net

 

 

79,460

 

 

 

-

 

Total Assets

 

$ 81,322

 

 

$ 10,563

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 174,378

 

 

$ 168,721

 

Accounts payable to related party

 

 

37,591

 

 

 

10,583

 

Notes payable to related parties

 

 

4,212

 

 

 

6,116

 

Notes payable

 

 

29,888

 

 

 

9,500

 

Current portion of long-term debt

 

 

10,518

 

 

 

-

 

Total Current Liabilities

 

 

256,587

 

 

 

194,920

 

 

 

 

 

 

 

 

 

 

Non-Current liabilities

 

 

 

 

 

 

 

 

Long-term debt

 

 

47,528

 

 

 

-

 

Total Liabilities

 

 

304,115

 

 

 

194,920

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

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

 

 

-

 

 

 

-

 

Series A Convertible Preferred Stock, $0.001 par value, 1,000 shares authorized, 1,000 issued and outstanding at December 31, 2017 and 2016

 

 

1

 

 

 

1

 

Common Stock, 450,000,000 authorized at $0.001 par value; 11,461,137 and 11,341,831 shares issued and outstanding at December 31, 2017 and 2016

 

 

11,461

 

 

 

11,342

 

Additional paid-in capital

 

 

11,029,958

 

 

 

10,877,369

 

Accumulated deficit

 

 

(11,264,213 )

 

 

(11,073,069 )

Total stockholders' deficit

 

 

(222,793 )

 

 

(184,357 )

Total liabilities and stockholders' deficit

 

$ 81,322

 

 

$ 10,563

 

 

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

 

 
F-2
 
 

 

CROWN EQUITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Revenues

 

$ 2,849

 

 

$ 2,327

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

General and administrative expense

 

 

142,906

 

 

 

442,173

 

Depreciation

 

 

7,223

 

 

 

-

 

Total Operating Expenses

 

 

150,129

 

 

 

442,173

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(147,280 )

 

 

(439,846 )

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

Interest expense

 

 

(4,402 )

 

 

(47,811 )

Other income

 

 

-

 

 

 

178

 

Loss on extinguishment of debt

 

 

(39,462 )

 

 

(19,443 )

Gain on sale of subsidiaries

 

 

-

 

 

 

5,967

 

Total Other Expense

 

 

(43,864 )

 

 

(61,109 )

 

 

 

 

 

 

 

 

 

Net loss

 

$ (191,144 )

 

$ (500,955 )

 

 

 

 

 

 

 

 

 

Basic and Diluted income per share

 

 

 

 

 

 

 

 

Basic and diluted income per share

 

$ (0.02 )

 

$ (0.04 )

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding basic and diluted

 

 

11,428,648

 

 

 

11,150,794

 

 

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

 

 
F-3
 
 

 

CROWN EQUITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid-In

 

 

Accumulated

 

 

Total

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2015

 

 

-

 

 

 

-

 

 

 

10,904,564

 

 

 

10,905

 

 

 

10,335,890

 

 

 

(10,572,114 )

 

 

(225,319 )

Common stock issued for services

 

 

-

 

 

 

-

 

 

 

100,000

 

 

 

100

 

 

 

274,900

 

 

 

--

 

 

 

275,000

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

218,267

 

 

 

218

 

 

 

143,548

 

 

 

--

 

 

 

143,766

 

Common stock issued for settlement of debt

 

 

-

 

 

 

-

 

 

 

119,000

 

 

 

119

 

 

 

79,031

 

 

 

--

 

 

 

79,150

 

Preferred stock issued for services

 

 

1,000

 

 

 

1

 

 

 

--

 

 

 

--

 

 

 

--

 

 

 

--

 

 

 

1

 

Debt discount due to beneficial conversion feature

 

 

-

 

 

 

-

 

 

 

--

 

 

 

--

 

 

 

44,000

 

 

 

--

 

 

 

44,000

 

Net loss

 

 

-

 

 

 

-

 

 

 

--

 

 

 

--

 

 

 

--

 

 

 

(500,955 )

 

 

(500,995 )

Balances, December 31, 2016

 

 

1,000

 

 

$ 1

 

 

 

11,341,831

 

 

$ 11,342

 

 

$ 10,887,369

 

 

$ (11,073,069 )

 

$ (184,357 )

Common stock issued for services

 

 

-

 

 

 

-

 

 

 

30,998

 

 

 

31

 

 

 

57,906

 

 

 

--

 

 

 

57,937

 

Common stock issued for cash

 

 

-

 

 

 

-

 

 

 

62,000

 

 

 

62

 

 

 

30,938

 

 

 

--

 

 

 

31,000

 

Common stock issued for settlement of debt

 

 

-

 

 

 

-

 

 

 

26,308

 

 

 

26

 

 

 

52,589

 

 

 

--

 

 

 

52,615

 

Debt discount due to beneficial conversion feature

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,156

 

 

 

--

 

 

 

11,156

 

Net loss

 

 

-

 

 

 

-

 

 

 

--

 

 

 

--

 

 

 

--

 

 

 

(191,144 )

 

 

(191,144 )

Balances at December 31, 2017

 

 

1,000

 

 

$ 1

 

 

 

11,461,137

 

 

$ 11,461

 

 

$ 11,029,958

 

 

$ (11,264,213 )

 

$ (222,793 )

 

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

 

 
F-4
 
 

 

CROWN EQUITY HOLDINGS, INC.

CONSOLDIATED STATEMENTS OF CASH FLOWS

 

 

 

For the Years Ended

 

 

 

December 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$ (191,144 )

 

$ (500,955 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation expense

 

 

7,223

 

 

 

-

 

Gain on sale of subsidiaries

 

 

-

 

 

 

5,967

 

Common stock issued for services

 

 

57,937

 

 

 

275,000

 

Preferred stock issued for services

 

 

-

 

 

 

1

 

Loss on settlement of debt

 

 

39,462

 

 

 

19,443

 

Amortization of beneficial conversion features

 

 

2,181

 

 

 

44,000

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

9,357

 

 

 

(14,206 )

Accounts payable – related party

 

 

27,008

 

 

 

-

 

Accrued expenses – related party

 

 

-

 

 

 

5,557

 

Net cash used in operating activities

 

 

(47,976 )

 

 

(165,193 )

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from sale of subsidiaries

 

 

-

 

 

 

100

 

Net cash provided by investing activities

 

 

-

 

 

 

100

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from convertible notes payable

 

 

5,531

 

 

 

17,000

 

Proceeds from sale of stock

 

 

31,000

 

 

 

143,766

 

Payments on convertible notes payable - related party

 

 

(1,026 )

 

 

-

 

Proceeds from convertible notes payable - related party

 

 

6,470

 

 

 

30,000

 

Payments on notes payable - related party

 

 

(2,700 )

 

 

(17,558 )

Net cash provided by financing activities

 

 

39,275

 

 

 

173,208

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

(8,701 )

 

 

8,115

 

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

10,563

 

 

 

2,448

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$ 1,862

 

 

$ 10,563

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE:

 

 

 

 

 

 

 

 

Interest paid

 

$ -

 

 

$ -

 

Income taxes paid

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Common stock issued for settlement of debt and interest

 

$ -

 

 

$ 2,000

 

Common stock issued for debt and interest conversion

 

 

13,153

 

 

 

57,000

 

Debt issued for settlement payment made by related party on behalf of the Company

 

 

-

 

 

 

10,000

 

Debt issued for fixed assets

 

 

86,730

 

 

 

-

 

Debt discount resulting from convertible notes

 

 

11,156

 

 

 

44,000

 

 

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

 

 
F-5
 
 

 

CROWN EQUITY HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES

 

Nature of Business

 

Crown Equity Holdings Inc. ("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.

 

 
F-6
 
 

 

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.

 

 
F-7
 
 

 

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.

 

 
F-8
 
 

 

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.

 

 
F-9
 
 

  

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%.

 

 
F-10
 
 

 

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

-

 

 
F-11
 
 

 

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.

 

 
F-12
 
 

 

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

 

 
F-13
 
 

 

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.

 

 

F-14

 

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