CROWN EQUITY HOLDINGS, INC.
10-Ks and 10-Qs
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended
June 30, 2019
OR
|
¨
|
TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
|
For the transition period from ___________ to ____________
Commission File Number
000-29935
|
CROWN EQUITY HOLDINGS INC.
|
|
(Exact name of registrant as specified in its charter)
|
|
Nevada
|
|
33-0677140
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
11226 Pentland Downs Street, Las Vegas, NV 89141
(Address of principal executive offices)
(702) 683-8946
(Issuer’s telephone number)
Indicate by check mark whether the Company (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company 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 check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2of the Exchange Act.
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
x
|
|
|
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 Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
x
No
¨
As of March 5, 2020, the number of shares outstanding of the registrant’s class of common stock was 11,806,766.
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| 2 |
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DEFINITIONS
In this Quarterly Report on Form 10-Q, the words “Crown Equity”, the “Company”, the “Registrant”, “we”, “our”, “ours” and “us” refer to Crown Equity Holdings, Inc.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes certain statements that may be deemed “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “seek,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause the Company’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:
|
|
·
|
the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership or a further change in the federal tax rate;
|
|
|
·
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the inability to carry out plans and strategies as expected
|
|
|
·
|
limitations on the availability of sufficient credit or cash flow to fund our working capital needs and capital expenditures and debt service;
|
|
|
·
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difficulty in fulfilling the terms of our convertible note payables, which could result in a default and acceleration of our indebtedness under our convertible note payables;
|
|
|
·
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the possibility that we issue additional shares of common stock or convertible securities that will dilute the percentage ownership interest of existing stockholders and may dilute the book value per share of our common stock;
|
|
|
·
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the relatively low trading volume of our common stock, which could depress our stock price;
|
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|
·
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competition in the industries in which we operate, both from third parties and former employees, which could result in the loss of one or more customers or lead to lower margins on new projects;
|
|
|
·
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a general reduction in the demand for our services;
|
|
|
·
|
our ability to enter into, and the terms of, future contracts;
|
|
|
·
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uncertainties inherent in estimating future operating results, including revenues, operating income or cash flow;
|
|
|
·
|
complications associated with the incorporation of new accounting, control and operating procedures;
|
|
|
·
|
the recognition of tax benefits related to uncertain tax positions;
|
You should understand that the foregoing, as well as other risk factors discussed in this document and in Part I, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any information, including information concerning our controlling shareholder, net operating losses, borrowing availability or cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this report. Forward-looking statements are provided in this Quarterly Report on Form 10-Q pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of the estimates, assumptions, uncertainties and risks described herein.
| 3 |
|
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
|
June 30,
2019 |
|
|
Dec 31,
2018 |
|
||||
|
|
|
(Unaudited) |
|
|
|
|
||||
|
Assets
|
||||||||||
|
Current assets
|
|
|
|
|
|
|
||||
|
Cash
|
|
$ | 3,499 |
|
|
$ | 13,294 |
|
||
|
Total Current Assets
|
|
|
3,499 |
|
|
|
13,294 |
|
||
|
|
|
|
|
|
|
|
|
|
||
|
Property and Equipment, net
|
|
|
44,994 |
|
|
|
50,565 |
|
||
|
Total Assets
|
|
$ | 48,493 |
|
|
$ | 63,859 |
|
||
|
|
|
|
|
|
|
|
|
|
||
|
Liabilities and Stockholders Deficit
|
||||||||||
|
Current liabilities
|
|
|
|
|
|
|
|
|
||
|
Accounts payable and accrued expenses
|
|
$ | 211,402 |
|
|
$ | 207,125 |
|
||
|
Accounts payable to related party
|
|
|
70,660 |
|
|
|
61,156 |
|
||
|
Deferred revenue Related Party
|
|
|
- |
|
|
|
50,000 |
|
||
|
Convertible notes payable to related parties, net of discount
|
|
|
1,521 |
|
|
|
13,040 |
|
||
|
Convertible notes payable, net of discount
|
|
|
- |
|
|
|
8,498 |
|
||
|
Finance lease obligation, current
|
|
|
23,714 |
|
|
|
10,403 |
|
||
|
Total Current Liabilities
|
|
|
307,297 |
|
|
|
350,222 |
|
||
|
|
|
|
|
|
|
|
|
|
||
|
Non-Current liabilities
|
|
|
|
|
|
|
|
|
||
|
Finance lease obligation, long term
|
|
|
32,905 |
|
|
|
42,879 |
|
||
|
Total Liabilities
|
|
|
340,202 |
|
|
|
393,101 |
|
||
|
|
|
|
|
|
|
|
|
|
||
|
Stockholders deficit
|
|
|
|
|
|
|
|
|
||
|
Preferred Stock, 20,000,000 shares authorized, authorized at $0.001 par value, none issued or outstanding
|
|
|
- |
|
|
|
- |
|
||
|
Series A Convertible Preferred Stock, $0.001 par value, 1,000 shares authorized, 1,000 issued and outstanding
|
|
|
1 |
|
|
|
1 |
|
||
|
Common Stock, 450,000,000 authorized at $0.001 par value; 11,952,766 and 11,823,389 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
|
|
|
11,952 |
|
|
|
11,823 |
|
||
|
Stock Payable
|
|
|
51,260 |
|
|
|
18,756 |
|
||
|
Additional paid-in capital
|
|
11,360,917
|
|
|
11,279,211
|
|
||||
|
Accumulated deficit
|
|
|
(11,715,839 | ) |
|
|
(11,639,033 | ) | ||
|
Total stockholders deficit
|
|
|
(291,709 | ) |
|
|
(329,242 | ) | ||
|
Total liabilities and stockholders deficit
|
|
$ | 48,493 |
|
|
$ | 63,859 |
|
||
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
| 4 |
|
|
(Unaudited)
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
||||||||||
|
|
|
June 30,
|
|
|
June 30,
|
|
||||||||||
|
|
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Revenue
|
|
$ | 2,363 |
|
|
$ | 990 |
|
|
$ | 3,045 |
|
|
$ | 2,686 |
|
|
Revenue – related party
|
|
|
50,000 |
|
|
|
2,000 |
|
|
|
50,000 |
|
|
|
6,100 |
|
|
Total Revenue
|
|
|
52,363 |
|
|
|
2,990 |
|
|
|
53,045 |
|
|
|
8,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
8,055 |
|
|
|
7,224 |
|
|
|
15,556 |
|
|
|
14,447 |
|
|
General and Administrative
|
|
|
33,275 |
|
|
|
46,373 |
|
|
|
66,728 |
|
|
|
74,380 |
|
|
Total Operating Expenses
|
|
|
41,330 |
|
|
|
53,597 |
|
|
|
82,284 |
|
|
|
88,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Operating Income (Loss)
|
|
|
11,033 |
|
|
|
(50,607 | ) |
|
|
(29,239 | ) |
|
|
(80,041 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(3,808 | ) |
|
|
(3,136 | ) |
|
|
(8,647 | ) |
|
|
(5,759 | ) |
|
Amortization of beneficial conversion feature
|
|
|
(26,602 | ) |
|
|
(3,745 | ) |
|
|
(38,920 | ) |
|
|
(6,945 |
|
|
Total other expense
|
|
|
(30,410 | ) |
|
|
(6,881 | ) |
|
|
(47,567 | ) |
|
|
(12,704 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss)
|
|
$ | (19,377 | ) |
|
$ | (57,488 | ) |
|
$ | (76,806 | ) |
|
$ | (92,745 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) per common share – basic and diluted
|
|
$ | (0.00 | ) |
|
$ | (0.00 | ) |
|
$ | (0.01 | ) |
|
$ | (0.01 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted
|
|
|
11,889,981 |
|
|
|
11,478,993 |
|
|
|
11,845,939 |
|
|
|
11,468,497 |
|
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
| 5 |
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
For the Three months Ended June 30, 2019
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Common
Stock
|
|
|
Additional
Paid-In
|
|
|
Accumulated
|
|
|
Total
Stockholders'
|
|
||||||||||||||
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Payable
|
|
|
Capital
|
|
|
Deficit
|
|
|
(Deficit)
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balances at March 31, 2019
|
|
|
1,000 |
|
|
$ | 1 |
|
|
|
11,856,766 |
|
|
$ | 11,856 |
|
|
$ | 25,008 |
|
|
$ | 11,314,357 |
|
|
$ | (11,696,462 | ) |
|
$ | (345,240 | ) |
|
Notes Payable and Accrued Interest Converted to Common Stock
|
|
|
- |
|
|
|
- |
|
|
|
90,000 |
|
|
|
90 |
|
|
|
- |
|
|
|
43,566 |
|
|
|
- |
|
|
|
43,656 |
|
|
Common stock issued for cash
|
|
|
- |
|
|
|
- |
|
|
|
6,000 |
|
|
|
6 |
|
|
|
20,000 |
|
|
|
2,994 |
|
|
|
- |
|
|
|
23,000 |
|
|
Common Stock Subscribed for services
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,252 |
|
|
|
- |
|
|
|
- |
|
|
|
6,252 |
|
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(19,377 | ) |
|
|
(19,377 | ) |
|
Balances at June 30, 2019
|
|
|
1,000 |
|
|
$ | 1 |
|
|
|
11,952,766 |
|
|
$ | 11,952 |
|
|
$ | 51,260 |
|
|
$ | 11,360,917 |
|
|
$ | (11,715,839 | ) |
|
$ | (291,709 | ) |
For the Six months Ended June 30, 2019
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Common
Stock
|
|
|
Additional
Paid-In
|
|
|
Accumulated
|
|
|
Total
Stockholders'
|
|
||||||||||||||
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Payable
|
|
|
Capital
|
|
|
Deficit
|
|
|
(Deficit)
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Balances at December 31, 2018
|
|
|
1,000 |
|
|
$ | 1 |
|
|
|
11,823,389 |
|
|
$ | 11,823 |
|
|
$ | 18,756 |
|
|
$ | 11,279,211 |
|
|
$ | (11,639,033 | ) |
|
$ | (329,242 | ) |
|
Notes Payable and Accrued Interest Converted to Common Stock
|
|
|
- |
|
|
|
- |
|
|
|
113,377 |
|
|
|
113 |
|
|
|
- |
|
|
|
56,782 |
|
|
|
- |
|
|
|
56,895 |
|
|
Common stock issued for cash
|
|
|
- |
|
|
|
- |
|
|
|
16,000 |
|
|
|
16 |
|
|
|
20,000 |
|
|
|
7,944 |
|
|
|
- |
|
|
|
27,960 |
|
|
Common Stock Subscribed for services
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
12,504 |
|
|
|
- |
|
|
|
- |
|
|
|
12,504 |
|
|
Forgiveness of Interest – Related Party
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
9,282 |
|
|
|
- |
|
|
|
9,282 |
|
|
Compensation Expense
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
7,698 |
|
|
|
- |
|
|
|
7,698 |
|
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(76,806 | ) |
|
|
(76,806 | ) |
|
Balances at June 30, 2019
|
|
|
1,000 |
|
|
$ | 1 |
|
|
|
11,952,766 |
|
|
$ | 11,952 |
|
|
$ | 51,260 |
|
|
$ | 11,360,917 |
|
|
$ | (11,715,839 | ) |
|
$ | (291,709 | ) |
| 6 |
|
|
For the Three months Ended June 30, 2018
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Common
Stock |
|
|
Additional
Paid-In
|
|
|
Accumulated
|
|
|
Total
Stockholders'
|
|
||||||||||||||
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Payable
|
|
|
Capital
|
|
|
Deficit
|
|
|
(Deficit)
|
|
||||||||
|
Balance, March 31, 2018
|
|
|
1,000 |
|
|
$ | 1 |
|
|
|
11,467,389 |
|
|
$ | 11,467 |
|
|
$ | - |
|
|
$ | 11,041,439 |
|
|
$ | (11,299,470 | ) |
|
$ | (246,563 | ) |
|
Common stock issued for cash
|
|
|
- |
|
|
|
- |
|
|
|
22,000 |
|
|
|
22 |
|
|
|
- |
|
|
|
10,978 |
|
|
|
- |
|
|
|
11,000 |
|
|
Debt Discount
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
1,460 |
|
|
|
- |
|
|
|
1,460 |
|
|
Common Stock Payable
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
20,362 |
|
|
|
- |
|
|
|
- |
|
|
|
20,362 |
|
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(57,488 | ) |
|
|
(57,488 | ) |
|
Balance, June 30, 2018
|
|
|
1,000 |
|
|
$ | 1 |
|
|
|
11,489,389 |
|
|
$ | 11,489 |
|
|
$ | 20,362 |
|
|
$ | 11,053,877 |
|
|
$ | (11,356,958 | ) |
|
$ | (271,229 | ) |
For the Six months Ended June 30, 2018
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Common
Stock |
|
|
Additional
Paid-In
|
|
|
Accumulated
|
|
|
Total
Stockholders'
|
|
||||||||||||||
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Payable
|
|
|
Capital
|
|
|
Deficit
|
|
|
(Deficit)
|
|
||||||||
|
Balance, December 31, 2017
|
|
|
1,000 |
|
|
$ | 1 |
|
|
|
11,461,137 |
|
|
$ | 11,461 |
|
|
$ | - |
|
|
$ | 11,029,958 |
|
|
$ | (11,264,213 | ) |
|
$ | (222,793 | ) |
|
Common stock issued for services
|
|
|
- |
|
|
|
- |
|
|
|
6,252 |
|
|
|
6 |
|
|
|
|
|
|
|
6,246 |
|
|
|
- |
|
|
|
6,252 |
|
|
Common stock issued for cash
|
|
|
- |
|
|
|
- |
|
|
|
22,000 |
|
|
|
22 |
|
|
|
- |
|
|
|
10,978 |
|
|
|
- |
|
|
|
11,000 |
|
|
Debt Discount
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
6,695 |
|
|
|
- |
|
|
|
6,695 |
|
|
Common stock payable
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
20,362 |
|
|
|
- |
|
|
|
- |
|
|
|
20,362 |
|
|
Net loss
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(92,745 | ) |
|
|
(92,745 | ) |
|
Balance, June 30, 2018
|
|
|
1,000 |
|
|
$ | 1 |
|
|
|
11,489,389 |
|
|
$ | 11,489 |
|
|
$ | 20,362 |
|
|
$ | 11,053,877 |
|
|
$ | (11,356,958 | ) |
|
$ | (271,229 | ) |
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements
| 7 |
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
Six months Ended
|
|
|||||
|
|
|
June 30,
|
|
|||||
|
|
|
2019
|
|
|
2018
|
|
||
|
Cash flows from operating activities
|
|
|
|
|
|
|
||
|
Net loss
|
|
$ | (76,806 | ) |
|
$ | (92,745 | ) |
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
Non-cash Compensation Expense
|
|
|
20,202 |
|
|
|
26,617 |
|
|
Depreciation
|
|
|
15,556 |
|
|
|
14,447 |
|
|
Amortization of beneficial conversion feature
|
|
|
38,920 |
|
|
|
6,945 |
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Deferred revenue
|
|
|
(50,000 | ) |
|
|
- |
|
|
Accounts payable and accrued expenses – related party
|
|
|
9,504 |
|
|
|
16,061 |
|
|
Accounts payable and accrued expenses
|
|
|
13,728 |
|
|
|
10,763 |
|
|
Net cash (used in) operating activities
|
|
|
(28,896 | ) |
|
|
(17,912 | ) |
|
|
|
|
|
|
|
|
|
|
|
Cash used in financing activities
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
- |
|
|
|
- |
|
|
Net cash (used in) operating activities
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
Payments on convertible notes payable, related party
|
|
|
(2,250 | ) |
|
|
(360 | ) |
|
Borrowings from convertible notes payable, related party
|
|
|
- |
|
|
|
3,695 |
|
|
Borrowings from convertible notes payable
|
|
|
- |
|
|
|
3,000 |
|
|
Proceeds from Sale of Stock
|
|
|
28,000 |
|
|
|
11,000 |
|
|
Payments on notes payable
|
|
|
(6,649 | ) |
|
|
(970 | ) |
|
Net cash provided by financing activities
|
|
|
19,087 |
|
|
|
16,365 |
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
(9,795 | ) |
|
|
(1,547 | ) |
|
Cash, beginning of period
|
|
|
13,294 |
|
|
|
1,862 |
|
|
Cash, end of period
|
|
$ | 3,499 |
|
|
$ | 315 |
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$ | 5,147 |
|
|
$ | 4,585 |
|
|
Income taxes paid
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Non-Cash Transactions
|
|
|
|
|
|
|
|
|
|
Beneficial conversion feature discount on convertible notes
|
|
$ | - |
|
|
$ | 6,695 |
|
|
Forgiveness of Interest – Related Party
|
|
|
9,282 |
|
|
|
- |
|
|
Purchase of fixed assets through finance lease
|
|
|
9,985 |
|
|
|
- |
|
|
Debt converted to common stock
|
|
|
56,895 |
|
|
|
- |
|
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
| 8 |
|
|
NOTES TO UNAUDITED CONDENSED 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.
Basis of Preparation
The accompanying consolidated financial statements include the financial information of Crown Equity Holdings Inc. (“Crown Equity”, the “Company”) have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The preparation of these consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the consolidated financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
Adoption of New Accounting Standard
In February 2016, the FASB issued ASU 2016-02 “
Leases”,
which is codified in ASC 842 “
Leases”
and supersedes current lease guidance in ASC 840. These provisions require lessees to put a right-of-use asset and lease liability on their balance sheet for operating and financing leases that have a term of more than one year. Expense will be recognized in the income statement similar to current accounting guidance. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities will need to disclose qualitative and quantitative information about their leases, including characteristics and amounts recognized in the financial statements. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We adopted the provisions on January 1, 2019, including interim periods subsequent to the date of adoption. Entities are required to use a modified retrospective approach upon adoption to recognize and measure leases at the beginning of the earliest comparative period presented in the financial statements. Since all the leases were finance leases, there was no effect on the financial statements when ASC 842 was adopted.
In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation, to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments for employees, with certain exceptions. Under the new guidance, the cost for nonemployee awards may be lower and less volatile than under current US GAAP because the measurement generally will occur earlier and will be fixed at the grant date. This update is effective for annual financial reporting periods, and interim periods within those annual periods, beginning after December 15, 2018, although early adoption is permitted. The Company adopted the standard effective January 1, 2019 and found the adoption did not have a material effect on our financial statements.
Crown Equity does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.
| 9 |
|
|
Accounting Standards not yet Adopted
In June 2016, the FASB issued ASU 2016-13,
Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
(ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for us in our first quarter of fiscal 2023, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, long-lived asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.
Cash and Cash Equivalents
Crown Equity considers all highly liquid investments purchased with an original maturity of six months or less to be cash and cash equivalents.
Stock-Based Compensation
The Company accounts for stock-based compensation to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with 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
The core principles of revenue recognition under ASC 606 include the following five criteria:
|
1.
|
Identify the contract with the customer
|
|
|
|
Contract with our customers may be oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company’ preferred method. The terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between the Company and our client that a valid contract exists.
|
|
2.
|
Identify the performance obligations in the contract
|
|
|
|
Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations.
|
| 10 |
|
|
|
3.
|
Determine the transaction price
|
|
|
|
Pricing is discussed and identified by the operations team prior to submitting an invoice to the customer.
|
|
4.
|
Allocate the transaction price to the performance obligations in the contract
|
|
|
|
If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase.
|
|
5.
|
Recognize revenue when (or as) we satisfy a performance obligation
|
|
|
|
The Company uses digital marketing that includes digital advertising, SEO management and digital ad support. We provide whether presenting a vibrant but simple message about our clients that will enlighten their audience or deploying an influential digital marketing campaign on our online site or across one or multiple social media platforms. Revenue is recognized when ads are run on Company’s advertising platform.
The company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-through. The report satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign.
|
Sales are recognized when promised services are started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service contracts generally are recognized as the services are being provided.
|
|
|
Six Months Ended June 30,
2019
|
Six Months Ended June 30, 2018
|
|
||||||||||||||||||||
|
|
|
Third
Party |
|
|
Related
Party
|
|
|
Total
|
|
|
Third
Party |
|
|
Related
Party |
|
|
Total
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
Advertising
|
|
$ | 2,000 |
|
|
$ | 50,000 |
|
|
$ | 52,000 |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
IT Services on Company Server
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | 6,000 |
|
|
$ | 6,000 |
|
|
Click Based and Impressions Ads
|
|
$ | 294 |
|
|
|
- |
|
|
|
294 |
|
|
$ | 1,488 |
|
|
|
- |
|
|
|
1,488 |
|
|
Domain Registrations
|
|
|
11 |
|
|
|
- |
|
|
|
11 |
|
|
|
12 |
|
|
|
- |
|
|
|
12 |
|
|
Publishing and Distribution
|
|
|
740 |
|
|
|
- |
|
|
|
740 |
|
|
|
300 |
|
|
|
100 |
|
|
|
400 |
|
|
Server
|
|
$ | - |
|
|
$ | - |
|
|
$ | - |
|
|
$ | 886 |
|
|
$ | - |
|
|
$ | 886 |
|
|
|
|
$ | 3,045 |
|
|
$ | 50,000 |
|
|
$ | 53,045 |
|
|
$ | 2,686 |
|
|
$ | 6,100 |
|
|
$ | 8,786 |
|
Revenue is based on providing through the Company’s server services, Managed Information Technology, 24/7 support, which includes designing, developing, testing, maintaining functionality, infrastructure monitoring, managing and hosting, combined with revenue received from the display of click based and impressions ads located on the Company’s websites, domain name registration, publishing and distribution of news and press releases.v
|
|
|
June 30,
|
|
|
Dec 31,
|
|
||
|
|
|
2019
|
|
|
2018
|
|
||
|
|
|
|
|
|
|
|
||
|
Deferred Revenue
|
|
$ | - |
|
|
$ | 50,000 |
|
Deferred revenue is based on cash received or billings in excess of revenue recognized until revenue recognition criteria are met. Client prepayments are deferred and recognized over future periods as services are delivered or performed.
| 11 |
|
|
Accounts Receivable and Allowance for Doubtful Accounts
The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable and allowance for doubtful accounts as of June 30, 2019 and December 31, 2018.
Risk Concentrations
The Company does not hold cash in excess of federally insured limits.
As of June 30, 2019, 98% of the Company’s revenues were received through advertisements, which 96% of the advertisement revenue was received through a related party. The remaining 2% of the remaining total revenues were from third parties for the displaying of click based and impressions ads located on the company’s websites, as well as for press releases and article publishing and distribution by the Company.
General and Administrative Expenses
Crown Equity's general and administrative expenses consisted of the following types of expenses during 2019 and 2018: Compensation expense, payroll expense, rent, travel and entertainment, legal and accounting, utilities, web sites, office expenses, depreciation and other administrative related expenses.
Property and Equipment
Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
Impairment of Long-Lived Assets
The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time value of money. No indications of impairments were identified in 2019 or 2018.
Basic and Diluted Net (Loss) per Share
|
|
|
Six months
June 30, 2019
|
|
|
Six months
June 30, 2018
|
|
||
|
Numerator:
|
|
|
|
|
|
|
||
|
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc.
|
|
$ | (76,806 | ) |
|
$ | (92,745 | ) |
|
Net (Loss) attributable to Crown Equity Holdings, Inc.
|
|
$ | (76,806 | ) |
|
$ | (92,745 | ) |
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
Weighted average common and common equivalent shares outstanding – basic and diluted
|
|
|
11,845,939 |
|
|
|
11,468,497 |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ | (0.01 | ) |
|
$ | (0.01 | ) |
|
Diluted
|
|
$ | (0.01 | ) |
|
$ | (0.01 | ) |
| 12 |
|
|
When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the periods ended June 30, 2019 and 2018. The number of potential anti-dilutive shares excluded from the calculation shares for the period ended June 30, 2019 is 113,377.
Income Taxes
In December 2017, the Tax Cuts and Jobs Act (the “Act”) was enacted, which, among other changes, reduced the federal statutory corporate tax rate from 35% to 21%, effective January 1, 2018. As a result of this change, the Company’s statutory tax rate for fiscal 2018 and 2019 will be 21%. 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. As of June 30,2019, and December 31, 2018, the Company has not reflected any amounts as a deferred tax asset due to the uncertainty of future profits to offset any net operating loss.
The Company’s deferred tax assets consisted of the following as of June 30, 2019 and December 31, 2018:
|
|
|
June 30,
2019
|
|
|
Dec 31,
2018
|
|
||
|
Net operating loss
|
|
$
|
407,778 |
|
|
$ | 399,821 |
|
|
Valuation allowance
|
|
|
(407,778 |
)
|
|
|
(369,821 | ) |
|
Net deferred tax asset
|
|
|
- |
|
|
|
- |
|
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 June 30, 2019 and December 31, 2018.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
Research and Development
The Company spent no money for research and development cost for the periods ended June 30, 2019 and December 31, 2018.
Advertising Cost
The Company spent $0 for advertisement for the periods ended June 30, 2019 and 2018.
NOTE 2 – GOING CONCERN
As shown in the accompanying condensed consolidated financial statements, Crown Equity has an accumulated deficit of $11,715,839 since its inception and had a working capital deficit of $258,804, negative cash flows from operations and limited business operations as of June 30, 2019. 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.
| 13 |
|
|
Crown Equity continues to review its expense structure reviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity financing to grow the business to profitability. This financing may be insufficient to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the Company on acceptable terms or at all. These financial statements do not give effect to adjustments to assets would be necessary for the Company be unable to continue as going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
The Company’s policy is to capitalize all property purchases over $1,000 and depreciates the assets over their useful lives of 3 to 7 years.
Property consists of the following at June 30, 2019 and December 31, 2018:
|
|
|
June 30,
2019
|
|
|
Dec 31,
2018
|
|
||
|
Computers – 3 year estimated useful life
|
|
$ | 107,669 |
|
|
$ | 97,684 |
|
|
Less – Accumulated Depreciation
|
|
|
(62,675 | ) |
|
|
(47,119 | ) |
|
Property and Equipment, net
|
|
$ | 44,994 |
|
|
$ | 50,565 |
|
Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was $15,556, and $14,447 for the six months ended June 30, 2019 and 2018, respectively.
NOTE 4
– FINANCE LEASES
During 2019 and 2018, the Company borrowed an aggregate $9,985 and $58,047 under the following third-party finance 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.
|
|
|
|
¨
|
A $9,985 note from a third party for the lease of fixed assets, bearing interest at 22%, amortized over 24 months with a payments of $498 in additional to a $22 management fee for a total monthly payment of $520. The lease has a bargain purchase option of $1 at the end of the lease term.
|
The following is a schedule of the net book value of the finance lease.
|
Assets
|
|
June 30,
2019 |
|
|
|
Leased equipment under finance lease,
|
|
$ | 96,669 |
|
|
less accumulated amortization
|
|
|
(51,675 | ) |
|
Net
|
|
$ | 44,944 |
|
|
Liabilities
|
|
June 30,
2019
|
|
|
|
Obligations under finance lease (current)
|
|
$ | 23,714 |
|
|
Obligations under finance lease (noncurrent)
|
|
|
32,905 |
|
|
Total
|
|
$ | 56,619 |
|
| 14 |
|
|
Below is a reconciliation of leases to the financial statements.
|
|
|
Finance
Leases |
|
|
|
Leased asset balance
|
|
$ | 44,944 |
|
|
Liability balance
|
|
|
56,619 |
|
|
Cash flow (operating)
|
|
|
— |
|
|
Cash flow (financing)
|
|
|
6,649 |
|
|
Interest expense
|
|
$ | 1,144 |
|
The following is a schedule, by years, of future minimum lease payments required under finance leases.
|
Years ended December 31
|
|
Finance Leases
|
|
|
|
|
|
|
|
|
|
2019 *
|
|
|
10,433 |
|
|
2020
|
|
|
27,974 |
|
|
2021
|
|
|
15,938 |
|
|
2022
|
|
|
11,860 |
|
|
Thereafter
|
|
|
- |
|
|
Total
|
|
|
66,205 |
|
|
Less: Imputed Interest
|
|
|
(9,586 | ) |
|
Total Liability
|
|
56,619
|
|
|
*Excludes six months ended June 30, 2019
Other information related to leases is as follows:
|
Lease Type
|
|
Weighted Average Remaining Term
|
|
Weighted Average Discount Rate (1)
|
|
|
|
Finance Leases
|
|
2.25 years
|
|
|
16 | % |
Based on average interest rate of 16%, average term remain (months) 27.33 Average term remain (years) 2.28
(1) This discount rate is consistent with our borrowing rates from various lenders.
NOTE 5 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES
During fiscal year ended 2018, third party convertible note payables of $8,531 were not settled for cash or through the issuance of common stock shares. During the six-month period of June 30, 2019, third party convertible note payables of $8,531 and related party notes of $48,155 and accrued interest of $209 were converted at $0.50 per share.
As of June 30, 2019, and December 31, 2018, the Company had unamortized discount of $0 and $38,920 respectively.
| 15 |
|
|
The Company analyzed the below convertible notes for derivatives noting none.
|
|
|
Original
|
|
Due
|
|
Interest
|
|
|
Conversion
|
|
|
Dec 31,
|
|
|||
|
Name
|
|
Note Date
|
|
Date
|
|
Rate
|
|
|
Rate
|
|
|
2018
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Related Party:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Mike Zaman
|
|
11/30/2017
|
|
11/30/2018
|
|
|
12 | % |
|
$ | 0.50 |
|
|
|
778 |
|
|
Mike Zaman
|
|
01/19/2018
|
|
01/19/2019
|
|
|
12 | % |
|
$ | 0.50 |
|
|
|
450 |
|
|
Montse Zaman
|
|
06/07/2018
|
|
06/07/2019
|
|
|
12 | % |
|
$ | 0.50 |
|
|
|
293 |
|
|
Total Convertible Related Party Notes Payable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,521 |
|
|
Less: Debt Discount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
Convertible Notes Payable, net of Discount - Related Party
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,521 |
|
OCHC, LLC
On August 11, 2018, October 2, 2018, October 24, 2018, November 16, 2018 and December 4, 2018, the Company entered into convertible promissory notes for with OCHC, LLC for loans in the amounts of $631 each of the mentioned dates. The notes carry interest at 12% per annum. The holder has the right to convert principal of the notes and accrued interest into Common shares at a rate of $0.50 per share or receive cash. At the time of the issuance of these notes, the conversion price was less than the trading price of the stock. The total amount of these notes and the accrued interest were converted as of the six-month period ending June 30, 2019 with the balance of $0 owed.
Munti Consulting, LLC
On October 3, 2018 and December 19, 2018, the Company entered into convertible promissory notes for with Munti Consulting, LLC for loans in the amounts of $35,000 and 10,000. The notes carry interest at 10% per annum. The holder has the right to convert principal of the notes and accrued interest into Common shares at a rate of $0.50 per share or receive cash. At the time of the issuance of these notes, the conversion price was less than the trading price of the stock. The total amount of these notes and the accrued interest were converted as of the six-month period ending June 30, 2019 with the balance of $0 owed.
Mike Zaman
On November 30, 2017 and January 19, 2018 the Company entered into convertible promissory notes with Mike Zaman for loans in the amount of $1,000 and $450, respectively. The balance on the $1,000 note was $778 on June 30, 2019. The notes carry interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares at a rate of $0.50 per share or receive cash. At the time of the issuance of these notes, the conversion price was less than the trading price of the stock. $2,250 of the notes were paid and none of the remaining notes were converted as of June 30, 2019 and had a balance of $1,228 at June 30, 2019.
Montse Zaman
On June 7, 2018, the Company entered into convertible promissory note with Montse Zaman for loan in the amount of $760. The balance on the note is $293.The notes carry interest at 12% per annum. The holder has the right to convert principal of the notes and accrued interest into Common shares at a rate of $0.50 per share or receive cash. At the time of the issuance of these notes, the conversion price was less than the trading price of the stock. The notes mature on June 7, 2019 and have not been fully paid or converted as of June 30, 2019 and had a balance of $293 at June 30, 2019.
| 16 |
|
|
NOTE 6 – COMMITMENTS AND CONTINGENCIES
The Company is obligated for payments under related party notes payable and automobile lease payments.
The company agreed to pay the automobile lease of $395 a month, on a month to month basis and can be cancelled at any time. The Company reevaluates their obligation at the end of each quarter and determines if they will continue paying the lease on a month to month basis. The payment of this lease was terminated in February 2020.
NOTE 7 – RELATED PARTY TRANSACTIONS
The Company is provided office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.
OCHC LLC total notes payable of $3,155 was converted to restricted shares of common stock during March of 2019 at a rate of $0.50 per share, as stated within the terms of the agreement.
On January 8, 2019, Mr. Cantor resigned. On December 18, 2019, his 300,000 restricted shares of common stock were returned to the Company.
As of June 30, 2019, the company recognized $50,000 of related party revenue for nine months of Advertising services for client during July 1, 2018 through April 1, 2019.
As of June 30, 2019, the Company had a payable of $293 to Montse Zaman, director for expenses paid on behalf of the Company. The holder has the right to convert principal of the note and accrued interest into Common shares at a rate of $0.50 per share or receive cash. At the time of the issuance of payables, the conversion price was less than the trading price of the stock. The Company recorded a discount for the beneficial conversion feature of the notes, which has been amortized over the life of the note using the straight-line method.
As of June 30, 2019, the Company had a payable of $1,228 to Mike Zaman, director for expenses paid on behalf of the Company. The holder has the right to convert principal of the note and accrued interest into Common shares at a rate of $0.50 per share or receive cash. At the time of the issuance of payables, the conversion price was less than the trading price of the stock. The Company recorded a discount for the beneficial conversion feature of the notes, which has been amortized over the life of the note using the straight-line method.
As of June 30, 2019, Mike Zaman has forgiven the Company $9,282 of interest owed in reference to his notes.
The Company is periodically advanced operating funds from related parties with convertible notes payable. During the six months ended June 30, 2019, there were no convertible notes from related parties. The Company is also periodically advanced funds to cover account payables by direct payment of the account payables from related parties.
As of June 30, 2019, the Company has a balance of $70,660 of accounts payable with related parties.
NOTE 8 – STOCK HOLDERS’ DEFICIT
Common Stock
The shares for cash proceeds were sold at the price of fifty cents $0.50 per share on the date of grant. Shares issued for notes were converted into shares of Common Stock at a conversion rate of fifty cents ($.50) per share per dollar ($1.00) owed. $12,504 common shares for services were committed to Vinoth Sambandam for issuance, and is reflected in the stockholders’ equity section as Common Stock Payable
| 17 |
|
|
During the six months ending June 30, 2019, the Company issued the following:
|
|
¨
|
16,000 common shares for cash proceeds of $7,960.
|
|
|
¨
|
common stock payable of $20,000 owed for cash proceeds.
|
|
|
¨
|
113,377 shares issued for conversion of $56,895 in notes. The notes were converted in accordance with the terms of the note and the Company recorded no gain or loss on the conversions.
|
Equity Incentive Plan
The Company’s 2006 Equity Incentive Plan, as amended and restated (the “Equity Incentive Plan”), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which 3.0 million shares were available for issuance as of June 30, 2019.
Preferred Stock
The Company has designated 1,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred shall have no dividend, voting or other rights except for the right to elect Class I Directors. As of June 30, 2019, the Company has 1,000 shares of Series A Preferred Stock outstanding
NOTE 9 – INCOME TAXES
The Company follows ASC 740, Accounting for Income Taxes. During 2009, there was a change in control of the Company. Under section 382 of the Internal Revenue Code such a change in control negates much of the tax loss carry forward and deferred income tax. Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry forwards. For federal income tax purposes, the Company uses the accrual basis of accounting, the same that is used for financial reporting purposes.
The Company did not have taxable income during 2019.
The Company's deferred tax assets consisted of the following as of June 30, 2019 and December 31, 2018:
|
|
|
2019
|
|
|
2018
|
|
||
|
Net operating loss
|
|
$ | 407,778 |
|
|
$ | 399,821 |
|
|
Valuation allowance
|
|
|
(407,778 | ) |
|
|
(399,821 | ) |
|
Net deferred tax asset
|
|
$ | - |
|
|
$ | - |
|
As of June 30, 2019, and December 31, 2018, the Company's accumulated net operating loss carry forward was approximately $1,941,798 and $1,903,911 respectively and will begin to expire in the year 2032. The deferred tax assets have been adjusted to reflect the recently enacted corporate tax rate of 21%.
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.
| 18 |
|
|
NOTE 10 – SUBSEQUENT EVENTS
Subsequent June 30, 2019, the company cancelled 300,000 shares and issued an additional 154,000 shares of common stock, subsequent to June 30, 2019, as follows:
154,000 shares of common stock issued for cash proceeds of $77,000 at the price of $0.50 per share on the date of grant.
Sales of Company stock subsequent to June 30, 2019 are as follows:
On July 1, 2019, August 1, 2019 and September 3, 2019, Munti Consulting, LLC paid $10,000 respectively for a total purchase price of $30,000 for 60,000 shares of Company stock. During April and May of 2019 Muni Consulting paid $10,000 respectively for 40,000 shares of stock that was payable as of June 30, 2019.The shares have been issued subsequent to June 30, 2019. Therefore, a total amount of 100,000 common shares were issued in September of 2019 for the total amount of cash paid.
On December 18, 2019, the company received 300,000 shares for cancelation from Steven Cantor, which was sent to transfer agent for cancellation January 3, 2020.
On November 26, 2019, Richard LeAndro paid $2,000 for 4,000 shares of the Company and Willy Ariel Saint-Hilaire paid $5,000 for 10,000 shares.
On January 3, 2020 Willey Ariel Saint-Halaire purchased 40,000 shares of Company stock for $20,000.
On January 27, 2020, the Company re-acquired from AVOT the online business iB2BGlobal.com and since company had not received the shares promised during the original sale.
On February 7, 2020, the Company agreed to issue 345,016 shares to Vinoth Sambandam for settlement of debt owed for services rendered through December 31, 2019. Actual shares have not been issued by Transfer Agent as of filing date.
Management has evaluated subsequent events as of the date of the Consolidated Financial Statements and has determined that all events are disclosed herein.
| 19 |
|
|
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the notes thereto, set forth in Item 8. “Financial Statements” as set forth in our Annual Report on Form 10-K for the year ended December 31, 2018, and the Condensed Consolidated Financial Statements and notes thereto included in Part I of this Quarterly Report on Form 10-Q. The following discussion may contain forward looking statements. For additional information, see “Disclosure Regarding Forward Looking Statements” in Part I of this Quarterly Report on Form 10-Q.
OVERVIEW
Crown Equity Holdings Inc. (“Crown Equity”) was incorporated in August 1995 in Nevada. The Company is offering its services to companies seeking to become public entities in the United States. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields. The Company 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 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 (“VoIP”) services to clients at a competitive price and Crown Direct, Inc. was formed to provide direct sales to customers. Both entities had minimum sales during the quarter.
In March, 2011, the Company formed a wholly owned subsidiary CRWE Real Estate, Inc. as a subsidiary to engage in potential real estate holdings. The entity had minimal activity during the quarter.
The Company has 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
Crown Equity’s office is located at 11226 Pentland Downs Street, Las Vegas, NV 89141.
As of June 30, 2019, Crown Equity had no paid employees and was utilizing the services of one independent contractor and the following three officers, Kenneth Bosket, Arnulfo Saucedo-Bardan and Mike Zaman.
RESULTS OF OPERATIONS
Three months Ended June 30, 2019 Compared to the Three months Ended June 30, 2018
For the three months ended June 30, 2019, revenues were $52,363 and $2,990 for the same period in 2018.
The increase in revenues was due to a related party client that we provided Company’s advertisement services to.
| 20 |
|
|
Operating expenses were $41,330 for the three months ended June 30, 2019 and $53,597 for the same period in 2018 for a decrease of $12,267 due to decrease in web site development expenses Other expenses for the three month period ended June 30, 2019 were $30,410 and $6,881 for the same quarter in 2018. The increase was due to interest expense being $672 higher and the $26,602 of amortization of the beneficial conversion feature related for the convertible notes issued for which there was $3,745 in 2018.
Interest expense for the three months ended June 30, 2019 and 2018 was $3,808 and $3,136, respectively.
Six months Ended June 30, 2019 Compared to the Six months Ended June 30, 2018
For the six months ended June 30, 2019, revenues were $53,045 and $8,786 for the same period in 2018.
The increase in revenues was due to a related party client that we provided advertisement services for over a period of 9 months from July 1, 2018 through April 1, 2019.
Operating expenses were $82,284 for the six months ended June 30, 2019 and $88,827 for the same period in 2018 for a decrease of $6,543 due to less noncash compensation expense. Other expenses for the six months period ended June 30, 2019 were $47,567 and of $12,704 for the same quarter in 2018. The increase was due to interest expense being $2,888 higher and the $38,920 of amortization of the beneficial conversion feature related for the convertible notes issued for which there was $6,945 in 2018.
Interest expense for the six months ended June 30, 2019 and 2018 was $8,647 and $5,759, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2019, Crown Equity had current assets of $3,499 and current liabilities of $307,297 resulting in working capital deficit of $303,798. Net cash used by operating activities for the six months ended June 30, 2019 was $28,896 compared to net cash used of $17,912 for the same period in 2018. The increase in operating cash used resulted from a net loss of approximately $76,806, offset mainly by non-cash compensation of $20,202, and amortization of a beneficial conversion feature of $38,920 in the current period.
Net cash used in investing activities was zero for the six months ended June 30, 2019 and 2018.
Net cash provided by financing activities during the six months ended June 30, 2019 was $19,087 compared to net cash provided of $16,365 in 2018. For the six months ended June 30, 2019, we paid $2,250 on related party notes payable and $0 on third party notes payable. We also sold $28,000 of common stock for cash.
Our existing capital may not be sufficient to meet Crown Equity’s cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. This condition raises substantial doubt as to Crown Equity’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.
| 21 |
|
|
As a “smaller reporting company” as defined by Item 12b-2 of the securities exchange act of 1934 (the “exchange act”) and are not requires to provide information required under this Item.
(a) Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the “Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of material weaknesses in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weaknesses relate to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO and CFO also do not possess accounting expertise and our company does not have an audit committee. These material weaknesses are due to the company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 22 |
|
|
For information regarding legal proceedings, see Note 7, “Commitments and Contingencies – Legal Matters” in the Notes to our Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
There have been no material changes to Crown Equity’s risk factors as previously disclosed in our most recent 10-K filing for the year ended December 31, 2018.
During the six months ended June 30, 2019, Crown Equity 129,377 issued shares for cash and notes.
None
None
None
| 23 |
|
|
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
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
|
____________
|
**
|
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.
|
| 24 |
|
|
In accordance with the requirements 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.
|
|
CROWN EQUITY HOLDINGS INC.
|
||
|
|
|||
|
Date: March 5, 2020
|
By:
|
/s/ Mike Zaman
|
|
|
|
Mike Zaman, CEO
|
||
|
|
By:
|
/s/ Kenneth Bosket
|
|
|
|
Kenneth Bosket, CFO
|
||
| 25 |
TABLE OF CONTENTS
Part I. Financial InformationNote 1 Nature Of Business and Summary Of Accounting PoliciesNote 2 Going ConcernNote 3 Property and EquipmentNote 4 Finance LeasesNote 5 Notes Payable and Convertible Note PayablesNote 6 Commitments and ContingenciesNote 7 Related Party TransactionsNote 8 Stock Holders DeficitNote 9 Income TaxesNote 10 Subsequent EventsItem 2: Management S Discussion and AnalysisvItem 3: Quantitative and Qualitative Disclosures About Market RiskItem 4: Controls and ProceduresPart II Other InformationItem 1: Legal ProceedingsItem 1A: Risk FactorsItem 2: Sales Of Equity Securities and Use Of ProceedsItem 3: Defaults Upon Senior SecuritiesItem 4: Mine Safety InformationItem 5: Other InformationItem 6: Exhibits