Crown Equity Holdings, Inc 10-K for FY2024
Crown Equity Holdings, Inc. (CRWE)
About this 10-K
Crown Equity Holdings, Inc filed this 10-K on April 29, 2025, covering the fiscal year ended December 31, 2024 (FY2024).
Headline figures
Fiscal year ended December 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1443
- up 1188.4% from $112 a year earlier
- Net loss
- $3.72M
- compared with a net loss of $784.33K a year earlier
- Diluted EPS
- -$0.24
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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:
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None.
Name of each exchange on which registered: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15d of the Act Yes ☐
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.
Indicate by checkmark whether the registrant has submitted electronically every interactive Data File required to be submitted 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 such files.)
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 | ☐ |
☐ | Smaller reporting company | ||
(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
The aggregate number of shares of the voting stock held by non-affiliates on June 30, 2024 was 2,750,711. The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $
The number of shares outstanding of the Company's $.001 Par Value Common Stock as of April 29, 2025, was
DOCUMENTS INCORPORATED BY REFERENCE: None.
TABLE OF CONTENTS
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| Table of Contents |
PART I
DISCLOSURE REGARDING FORWARD LOOKING STATEMENT
Certain statements contained in this Annual Report on Form 10-K may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “seek,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause the Company’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:
| · | the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership or a further change in the federal tax rate; |
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| · | the inability to carry out plans and strategies as expected |
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| · | 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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| · | 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; |
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| · | 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; |
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| · | complications associated with the incorporation of new accounting, control and operating procedures; |
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| · | the recognition of tax benefits related to uncertain tax positions; |
You should understand that the foregoing, as well as other risk factors discussed in this document and in Part I Item 1A, under the heading of Risk Factors could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any information, including information concerning our net operating losses, borrowing availability or cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this report. The Forward-looking Statements are provided in this Annual Report on Form 10-K pursuant to the Safe Harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in context of the estimates, assumptions, uncertainties, and uses described herein.
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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, while CRWE Direct Inc. was formed to provide direct sales to customers.
In December 2011, the Company also formed a wholly owned subsidiary CRWE Real Estate Inc. to hold real estate. This entity had no sales during the year.
The Company sold all of the above-mentioned subsidiaries (Crown Tele Services Inc., CRWE Direct Inc., and CRWE Real Estate Inc.) on the 28th of December, 2017.
At the present time, the Company is offering its services to domestic and global companies seeking to become public entities in the United States. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields. The Company provides various consulting services to companies and individuals dealing with corporate structure and operations globally. The Company also provides public relations and news dissemination for publicly and privately held companies.
In 2009, the Company re-focused its primary vision to using its network of websites to provide advertising and marketing services, as a worldwide online media advertising publisher, dedicated to the distribution of quality branding information. The Company offers Internet media-driven advertising services, which cover and connect a wide range of marketing specialties, as well as search engine optimization for clients interested in online media awareness. As part of its operations, the Company has utilized the services of software and hardware technicians in developing its websites and adding additional websites. This allows the Company to disseminate news and press releases for its customers as well as general news and financial information on a much bigger scale than it did previously. The Company markets its services to companies seeking market awareness of them and the services or goods that they offer. The Company then publishes information concerning these companies on its many websites. The Company is paid in cash and/or stock of the customer companies. The condition of online publishing remains at an all-time high and is continuing to evolve and grow. It is to a point where online publishing is a key component of a publishing company's strategy in the print dominated market. No longer is the possession of printed reading material adding value to a reader's experience.
At the moment, the majority of the Company's publishing sites have light to relatively medium traffic. The Company is presently in the process of strengthening its online publishing competitive position with its strategy of producing and obtaining a stronger presence with its community targeted online news and information publishing. The Company has increased its web presence with the dedicated community targeted news and information publishing websites. The Company has increased its readership to create a stronger competitive position within the online publishing industry. The company is continuing its efforts with increasing its readership to obtain advertisers wanting to reach its viewership.
The Company's office is located at 11226 Pentland Downs Street, Las Vegas, NV 89141. The Company is provided office space by one of the officers and directors at no charge.
As of December 31, 2024, the Company utilized the services of independent contractors during the year. Officers’ compensation is detailed in Part III, Item 11 of this filing.
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ITEM 1A: RISK FACTORS
We have experienced net losses and negative cash flows from operating activities and can expect such losses and negative cash flows to continue in the foreseeable future. Our ability to continue as a going concern is dependent upon raising capital from financing transactions and future sales.
If we are unable to adapt to changing market conditions, client requirements or emerging industry standards, our business could be adversely affected.
Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions.
These broad market fluctuations may adversely affect the market price of our common stock. In addition, if our operating results differ from our announced guidance or the expectations of equity research analysts or investors, the price of our common stock could decrease significantly.
ITEM 1B: UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
The Company has several methods in place to carry out its security risk management strategy. We currently implement security controls to prevent unauthorized access, including but not limited to geo policies, AV scanning, and VPN restrictions. We use a SEIM to monitor and identify potential threats in order to constantly adjust our security posture.
All material cybersecurity risks, incidents, and responses are to be reported to the CEO as a routine matter. The CEO then
During the year ended December 31, 2024, the Company did
There are regular tests to ensure readiness. Since security is an ever-changing and evolving platform, we aim to continuously grow our methods to ensure we continue to excel in securing our systems.
ITEM 2: PROPERTIES
The Company is provided with office space at 11226 Pentland Downs Street, Las Vegas, Nevada 89141 by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.
ITEM 3: LEGAL PROCEEDINGS
None
ITEM 4: MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's common stock is currently traded on the OTC Markets Group's Pink Market in the United States, having the trading symbol "CRWE" and CUSIP #22834M305. The OTC Markets Group's Pink Market is an electronic trading system. The Company's stock is traded on the OTC Markets Group’s electronic trading system. As of December 31, 2024, the Company had 15,840,384 shares of its common stock issued and outstanding of which 12,629,087 were held by affiliates.
The following table reflects the high and low quarterly bid prices for the fiscal years ended December 31, 2024 and 2023.
Period |
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First Quarter 2024 |
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| 1.90 |
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| 0.11 |
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Second Quarter 2024 |
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| 1.90 |
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| 0.22 |
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Third Quarter 2024 |
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| 1.50 |
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| 0.22 |
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Fourth Quarter 2024 |
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| 1.50 |
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| 0.75 |
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First Quarter 2023 |
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| 1.27 |
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| 0.26 |
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Second Quarter 2023 |
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| 0.88 |
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| 0.15 |
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Third Quarter 2023 |
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| 0.37 |
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| 0.10 |
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Fourth Quarter 2023 |
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| 0.06 |
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| 0.45 |
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These quotations may reflect inter-dealer prices without retail mark-up/mark-down/commission and may not reflect actual transactions.
As of December 31, 2024, the Company estimates there are approximately 117 "holders of record" of its common stock and estimates that there are no 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
We are a smaller reporting company as defined by Rule 12b-2 of the Securities and Exchange Act of 1934 and are not required to provide information under this item.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 2024 and 2023 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.
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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 consulting and services to its clients 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 services are subject to the needs of its clients and may vary by company. The Company will attempt to carry out its business plan as described above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan prior to the consummation of a business combination.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company's most significant change in liquidity or capital resources or stockholders' equity has been receipts of proceeds from offerings of its capital stock. The revenue transactions do not reflect the ability of the Company to fund itself without outside sources in the future. In the past, officers and directors of the Company have provided loans and advances to the Company to fund operations, there are no formal agreements or arrangements for them to continue to do so. As of December 31, 2024, the Company has $3,458 in cash, $400.00 of marketable securities held in brokerage accounts and $0.00 of long-term debt.
On December 31, 2024, the Company had negative working capital of $321,647, which consisted of current assets of $3,858 and current liabilities of $325,505. The current liabilities of the Company on December 31, 2023 totaled $1,476,186 and was composed of:
| · | accounts payable and accrued expenses of $163,766 |
| · | related party accounts payable and accrued expenses of $1,202,020 |
| · | related party note payable of $83,800, and |
| · | related party convertible notes payable, net of debt discount of $26,600. |
Cash flows used in operating activities during the year ended December 31, 2024 was $52,373 compared to cash flow used of $80,281 for the same period in 2023.
Cash flows provided by and used in investing activities were $0.00 and $0.00 for the years ended December 31, 2024 and December 31, 2024 respectively.
Cash flows provided by financing activities was $49,591 for the year ended December 31, 2024 compared to $84,090 for the same period in 2023. The financing activities in 2024 consisted mostly of proceeds from Borrowings from notes payable.
As of December 31, 2024, the Company had total assets of $3,858 and total liabilities of $325,505. Stockholders' deficit as of December 31, 2024 was $321,647 compared to a deficit of $1,469,447 on December 31, 2023. The Company will attempt to carry out its plan of business as discussed above. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan. The Company will need additional capital to fund that proposed operation.
NEED FOR ADDITIONAL FINANCING
The Company's existing capital may not be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.
No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any funds will be available to the Company to allow it to cover its expenses.
The Company might seek to compensate providers of services by issuances of stock in lieu of cash.
RESULTS OF OPERATIONS - Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023.
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REVENUES
Sales for the year ended December 31, 2024 were $1,443 compared to $112 for the year ended December 31, 2023, an increase of $1,331.
OPERATING EXPENSES
During the year ended December 31, 2024, we incurred $1,322,249 in operating expenses of which $1,244,500 was amortization of warrant discount, compared to $771,899 in the same period ended December 31, 2023, an increase of $550,350.
OTHER INCOME AND EXPENSES
During the year ended December 31, 2024, we incurred other expenses of $2,396,108, consisting of interest expense of $15,566, Loss on debt and AP conversion of $68,480, Loss on related party AP conversion of $2,311,977 and Other Income (Expense) of $85. During the year ended December 31, 2023, we incurred other expenses of $12,545, consisting of interest expense of $12,545. The AP conversion related to $1,179,580 in unpaid pay for employees which was converted to common stock.
NET LOSS
The Company had a net loss for the year ended December 31, 2024 of $3,716,914 compared to a net loss of $784,332 for the year ended December 31, 2023, an increase of $2,932,582 mainly due to the amortization of debt discount of 1,244,500 and Loss on related party AP conversion of $2,311,977.
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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Crown Equity Holdings, Inc.
11226, Pentland Downs Street,
Las Vegas, NV 89141
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Crown Equity Holdings, Inc. (the “Company”) as of December 31, 2024, and the related statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the year then ended, and the related notes to the financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Crown Equity Holdings, Inc. as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The financial statements of Crown Equity Holdings, Inc. as of December 31, 2023, were audited by other auditors whose report dated April 18, 2024, expressed an unqualified opinion on those statements, including an explanatory paragraph concerning going concern.
Going Concern
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, negative cash flows from operations and has a significant accumulated deficit, 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 these 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 entity'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.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/
We have served as the Company's auditor since 2025.
April 25, 2025
PCAOB ID Number
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CROWN EQUITY HOLDINGS, INC.
BALANCE SHEETS
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Property and Equipment, net |
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Accounts payable and accrued expenses |
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Convertible notes payable |
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Convertible notes payable to related parties, net of debt discount |
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Total Liabilities |
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Stockholders' deficit |
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Preferred Stock, |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
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The accompanying notes are an integral part of these financial statements.
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CROWN EQUITY HOLDINGS, INC.
STATEMENTS OF OPERATIONS
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General and Administrative |
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Total Operating Expenses |
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Net Operating Loss |
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Other expense |
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Interest expense |
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Total other expense |
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Net loss |
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Net (loss) per common share – basic and diluted |
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The accompanying notes are an integral part of these financial statements.
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CROWN EQUITY HOLDINGS, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
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Balances at December 31, 2022 |
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Net loss |
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Balances at December 31, 2023 |
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|
| |||||||
Common stock issued for note payable and accrued interest |
|
| - |
|
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|
|
|
|
|
|
|
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| |||||||
Common stock issued for AP settlement |
|
| - |
|
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|
|
|
|
|
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| |||||||
Common stock issued for accrued expense settlement |
|
| - |
|
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| |||||||
Common stock issued for related party AP settlement |
|
| - |
|
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|
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|
| |||||||
Warrant discount |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
| ( | ) |
|
|
|
|
|
|
|
|
| |||||
Warrant discount amortization |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
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|
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|
|
| ||||||
Rounding |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||||
Net loss |
|
| - |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||
Balances at December 31, 2024 |
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||
The accompanying notes are an integral part of these financial statements.
| F-4 |
| Table of Contents |
CROWN EQUITY HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
|
| For the Years Ended |
| |||||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
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|
|
| ||
Cash flows from operating activities |
|
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|
| ||
Net (loss) |
| $ | ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
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|
|
|
|
Depreciation |
|
|
|
|
|
|
| |
Debt discount amortization |
|
|
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|
|
| ||
Gain on investment |
|
|
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|
|
| ||
Stock Compensation |
|
|
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|
|
| ||
Common stock issued for AP conversion |
|
|
|
|
|
| ||
Common stock issued for AP conversion – related party |
|
|
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|
|
| ||
Loss on debt conversion |
|
|
|
|
|
| ||
Changes in operating assets and liabilities |
|
|
|
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|
|
|
|
Accounts payable and accrued expenses – related party |
|
|
|
|
| ( | ) | |
Accounts payable and accrued expenses |
|
|
|
|
|
| ||
Net cash (used in) and provided by operating activities |
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Cash (paid to) withdrawn from brokerage account |
|
| ( | ) |
|
|
| |
Net cash provided by and (used in) investing activities |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
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|
|
Principal payments on debt, related party |
|
|
|
|
|
| ||
Borrowings from convertible notes payable, related party |
|
|
|
|
|
| ||
Payments on convertible notes payable – related party |
|
|
|
|
| ( | ) | |
Principal payments on debt |
|
|
|
|
| ( | ) | |
Borrowings from notes payable, related party |
|
|
|
|
|
| ||
Borrowings from convertible notes payable |
|
|
|
|
| ( | ) | |
Warrant Subscriptions |
|
|
|
|
|
| ||
Shares subscribed for cash |
|
|
|
|
|
| ||
Net cash provided by financing activities |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
| ( | ) |
|
|
| |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE: |
|
|
|
|
|
|
|
|
Interest paid |
| $ |
|
| $ |
| ||
Income taxes paid |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
NONCASH FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
RP-NP debt conversion |
| $ |
|
|
|
| ||
RP-AP Converted into common stock |
| $ |
|
| $ |
| ||
AP Converted into common stock |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
CROWN EQUITY HOLDINGS, INC.
NOTES TO 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 financial statements include the financial information of Crown Equity Holdings Inc. (“Crown Equity”, the “Company”) have been prepared in accordance with the instructions to financial reporting as prescribed by the Securities and Exchange Commission (the “SEC”). The preparation of these financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”). In the opinion of management, the financial statements contained in this report include all known accruals and adjustments necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods reported herein.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation.
Adoption of New Accounting Standard
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. The Company adopted ASU 2016-13 in its first quarter of fiscal 2023 and found the adoption did not have a material effect or significant impact on its financial statements.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities, disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are primarily used in our revenue recognition, long-lived asset impairments and adjustments, deferred tax, stock-based compensation, and reserves for legal matters.
Cash and Cash Equivalents
Crown Equity considers all highly liquid investments purchased with an original maturity of three months or less to be cash and cash equivalents. The objectives of the Company’s cash management policy are to safeguard and preserve funds, to maintain sufficient liquidity to meet its cash flow requirements and to attain a market rate of return. The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents
| F-6 |
| Table of Contents |
Stock-Based Compensation
The Company accounts for stock-based compensation to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASU 2018-07 Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company's common stock for common share issuances.
Revenue Recognition
The core principles of revenue recognition under ASC 606 include the following five criteria:
1. | Identify the contract with the customer | |
Contracts 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. |
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 the 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. |
| F-7 |
| Table of Contents |
Sales are recognized when promised services are started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service contracts generally are recognized as the services are being provided.
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||||||||||||||||||
|
| Third Party |
|
| Related Party |
|
| Total |
|
| Third Party |
|
| Related Party |
|
| Total |
| ||||||
Advertising |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Click Based and Impression Ads |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Publishing and Distribution |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Fees (Corporate Entity) |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Total Revenue |
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||
Revenues are received through advertising, click-based, and impression ads located on the Company’s websites, as well as from the publishing and disseminating of news and press releases.
|
| December 31, |
|
| December 31, |
| ||
|
| 2024 |
|
| 2023 |
| ||
|
|
|
|
|
|
| ||
Deferred Revenue |
| $ |
|
| $ |
| ||
Deferred revenue is based on cash received or billings in excess of revenue recognized until revenue recognition criteria are met. Client prepayments are deferred and recognized over future periods as services are delivered or performed.
Accounts Receivable and Allowance for Doubtful Accounts
The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable and allowance for doubtful accounts as of December 31, 2024 and 2023.
Risk Concentrations
As of December 31, 2024,
During the year ending period of 2023,
General and Administrative Expenses
Crown Equity's general and administrative expenses consisted of the following types of expenses during 2024 and 2023, compensation 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.
| F-8 |
| Table of Contents |
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 2024 or 2023.
Earnings (Loss) Per Share
Earnings (loss) per share attributable to the common equity holders of the Company are calculated in accordance with ASC 260 “Earnings per Share”. The weighted average number of common shares outstanding during each period is used to compute basic earnings (loss) per share. Diluted earnings per share are computed using the weighted average number of shares and potentially dilutive common shares outstanding. Potentially dilutive common shares are additional common shares assumed to be exercised. Potentially dilutive common shares consist of stock warrants and convertible preferred shares and are excluded from the diluted earnings per share computation in periods where the Company has incurred a net loss, as their effect would be considered anti-dilutive.
|
| December 31, |
| |||||
|
| 2024 |
|
| 2023 |
| ||
Numerator: |
|
|
|
|
|
| ||
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc. |
| $ | ( | ) |
| $ | ( | ) |
Net (Loss) attributable to Crown Equity Holdings, Inc. |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
Weighted average common and common equivalent shares outstanding – basic and diluted |
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.: |
|
|
|
|
|
|
|
|
Basic |
| $ | ( | ) |
| $ | ( | ) |
Diluted |
| $ | ( | ) |
| $ | ( | ) |
When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the years ended December 31, 2024 and 2023.
Income Taxes
In December 2017,
| F-9 |
| Table of Contents |
The Company’s deferred tax assets consisted of the following as of December 31, 2024 and December 31, 2023:
|
| Dec. 31, 2024 |
|
| Dec. 31, 2023 |
| ||
Net operating loss |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
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,
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 financial statements.
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.
An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value.
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
| F-10 |
| Table of Contents |
Our cash and brokerage accounts are measured at fair value on a recurring basis and estimated as follows.
December 31, 2023 |
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cash |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Total |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The Company's financial instruments consist of cash and cash equivalents, accounts payable and debt. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements, Crown Equity an accumulated deficit of $
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 and equipment purchases over $
Property and equipment consists of the following on December 31, 2024 and 2023
|
| December 31, 2024 |
|
| December 31, 2023 |
| ||
Computers – 3 year estimated useful life |
| $ |
|
| $ |
| ||
Less – Accumulated Depreciation |
|
| ( | ) |
|
| ( | ) |
Property and Equipment, net |
| $ |
|
| $ |
| ||
Depreciation has been provided over each asset’s estimated useful life. Depreciation expenses were $
NOTE 4 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES
As of December 31, 2024 and 2023, the Company had unamortized discount of $
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 $
| F-11 |
| Table of Contents |
|
| Original |
| Due |
| Interest |
|
| Conversion |
|
| December 31, |
| |||
Name |
| Note Date |
| Date |
| Rate |
|
| Rate |
|
| 2024 |
| |||
Related Party Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ | - |
|
|
|
| ||||
Total Related Party Notes Payable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Convertible Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ |
|
|
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| |||||
Mike Zaman |
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|
| % |
| $ |
|
|
|
| |||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ |
|
|
|
| |||||
Mike Zaman Irrevocable Trust |
|
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|
| % |
| $ |
|
|
|
| |||||
Mike Zaman Irrevocable Trust |
|
|
|
| % |
| $ |
|
|
|
| |||||
Total Convertible Related Party Notes Payable |
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| |
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|
3rd Party Convertible Note Payable |
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Vast Capital |
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|
| % |
| $ |
|
|
|
| |||||
Total Convertible Notes Payable |
|
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|
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|
| |
The conversion rate is one share of common stock at $
| F-12 |
| Table of Contents |
Mike Zaman
On January 11, 2023, the Company entered into a convertible promissory note with Mike Zaman in the amount of $
On July 18, 2023, the Company entered into a promissory note with Mike Zaman in the amount of $
On May 14, 2024, the Company entered into a promissory note with Mike Zaman in the amount of
On June 6, 2024, the Company entered into a promissory note with Mike Zaman in the amount of $
On June 6, 2024, the Company entered into a promissory note with Mike Zaman in the amount of $
On June 24, 2024, the Company entered into a promissory note with Mike Zaman in the amount of $
Mike Zaman Irrevocable Trust
On December 25, 2022, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $
On January 23, 2023, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $
On January 31, 2023, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $
On February 14, 2023, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $
On March 23, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On May 08, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On June 02, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On June 20, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On August 04, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
| F-13 |
| Table of Contents |
On September 20, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On September 22, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On September 23, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On October 20, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On November 06, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On December 12, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On February 01, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On March 21, 2024, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On March 25, 2024, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On May 28, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On July 22, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On July 31, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On September 30, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On October 25, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On September 30, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
| F-14 |
| Table of Contents |
On October 25, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On September 21, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
Vast Capital
On August 15, 2024, the Company entered into a convertible promissory note with Vast Capital in the amount of $
NOTE 5 – COMMITMENTS AND CONTINGENCIES
The Company is obligated for payments under related party notes payable and automobiles lease payments.
The Company agreed to pay the automobile lease of $
NOTE 6 – RELATED PARTY TRANSACTIONS
Mike Zaman
On January 11, 2023, the Company entered into a convertible promissory note with Mike Zaman in the amount of $
On July 18, 2023, the Company entered into a promissory note with Mike Zaman in the amount of $
On May 14, 2024 the Company entered into a promissory note with Mike Zaman in the amount of $
On June 6, 2024, the Company entered into a promissory note with Mike Zaman in the amount of $
On June 6, 2024, the Company entered into a promissory note with Mike Zaman in the amount of $
On June 24, 2024, the Company entered into a promissory note with Mike Zaman in the amount of $
Mike Zaman Irrevocable Trust
On December 25, 2022, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $
On January 23, 2023, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $
On January 31, 2023, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $
| F-15 |
| Table of Contents |
On February 14, 2023, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $
On March 23, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On May 08, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On June 02, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On June 20, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On August 04, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On September 20, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On September 22, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On September 23, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On October 20, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On November 06, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On December 12, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On February 01, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On March 21, 2024, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On March 25, 2024, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
| F-16 |
| Table of Contents |
On May 28, 2024, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On July 22, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On July 31, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On September 30, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On October 25, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On November 21, 2024 the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
The Company periodically receives operating funds advanced from related parties which are documented with notes payable or convertible notes payable. Additionally, the Company related parties cover account payables by direct payment of the account payables which are also documented with notes payable or convertible notes payable. As of December 31, 2024 and December 31, 2023, the total non-convertible notes and convertible notes from related parties were $
NOTE 7 – STOCKHOLDERS' DEFICIT
During the period ending December 31, 2024, the Company issued
| · | On February 9, 2024, the Company issued |
|
|
|
| · | On February 20, 2024, the Company issued |
|
|
|
| · | On February 20, 2024, the Company issued |
|
|
|
| · | On February 20, 2024, the Company issued |
| F-17 |
| Table of Contents |
| · | On February 20, 2024 the Company issued |
|
|
|
| · | On February 20, 2024, the Company issued |
|
|
|
| · | On February 20, 2024 the Company issued |
|
|
|
| · | On September 27, 2024, the Company issued |
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
Preferred Stock
The Company has designated
Warrants
On February 26, 2024, the Company granted a non-qualified stock warrants purchase of
Average risk-free rate:
Average expected life (in years):
Volatility:
The warrants were valued at $
The number of outstanding warrants are shown in the following table.
|
| Number of |
|
| Exercise |
| ||
|
| Warrants |
|
| Price |
| ||
Balance, December 31, 2023 |
|
|
|
| $ |
| ||
Issued |
|
|
|
|
|
| ||
Expired |
|
|
|
|
| - |
| |
Balance, December 31, 2024 |
|
| - |
|
|
| - |
|
| F-18 |
| Table of Contents |
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 2024 or 2023.
The Company's deferred tax assets consisted of the following as of December 31, 2024 and 2023:
|
| December 31 |
|
| December 31 |
| ||
|
| 2024 |
|
| 2023 |
| ||
Net operating loss |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
| $ |
|
| $ |
| ||
As of December 31, 2024 and 2023, the Company's accumulated net operating loss carry forward was approximately $
NOTE 9 – SUBSEQUENT EVENTS
On January 10, 2025, the company accepted the resignation of board members and Officer Jamie Hadfield.
On January 10, 2025, the company entered into a promissory note with the Mike Zaman Irrevocable Trust in the amount of $
On January 27, 2025, the company entered into a promissory note with Mike Zaman amounting to $
On February 14, 2025, the company issued
On February 24, 2025, the company entered into a promissory note with Mike Zaman amounting to $
On February 24, 2025, the company entered into a promissory note with Mike Zaman amounting to $1,057 at an interest rate of 12%.
On February 27, 2025, the company entered into a promissory note with Mike Zaman amounting to $
On March 07, 2025, the company entered into a promissory note with Mike Zaman Irrevocable Trust amounting to $
On March 11, 2025, the company entered into a promissory note with Mike Zaman amounting to $
On March 25, 2025, the company entered into a promissory note with Mike Zaman amounting to $
On March 28, 2025, the company issued
On April 07, 2025, the company entered into a promissory note with Mike Zaman amounting to $
On April 13, 2025, the company entered into a promissory note with Mike Zaman amounting to $
Management has analyzed its operations for subsequent events until April 25, 2025, and the date this financial statement was issued.
| F-19 |
| Table of Contents |
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
Changes in Internal Controls over Financial Reporting
We have not made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Act") (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and CFO has concluded that the Company's disclosure controls and procedures are not effective because of the identification of a material weakness in our internal control over financial reporting, which is identified below, which we view as an integral part of our disclosure controls and procedures.
Management's Annual Report on Internal Control Over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act that designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on its evaluation, our management concluded that there are material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
| 10 |
| Table of Contents |
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 and approval of related parties and transactions. |
These weaknesses are due to the company's lack of working capital to hire additional staff. To remedy the material weaknesses, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to the attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.
The Company's management carried out an assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. 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, 2024.
ITEM 9B: OTHER INFORMATION
None.
| 11 |
| Table of Contents |
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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 as of December 31, 2024, are as follows:
Name | Age | Positions Held and Tenure | ||
| ||||
Mike Zaman | 68 | Chairman since 11/2013; appointed President/CEO since 7/2015 | ||
| ||||
Kenneth Cornell Bosket | 71 | Director since 06/2008; appointed to CFO since 6/2016 | ||
| ||||
Montse Zaman | 50 | Director, Secretary and Treasurer since 02/2008 | ||
| ||||
Shahram Khial |
| 74 |
| Director, Vice President of Marketing since 08/2020 |
|
|
|
|
|
Mohammad Sadrolashrafi |
| 69 |
| Director, Vice President of Operations since 08/2020 |
|
|
|
|
|
Jamie Hadfield |
| 47 |
| Director, Marketing/Merger and Acquisition Officer since 10/2021 |
There are no family relationships between or among any Officer and Director.
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 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, CEO and Chairman of the Board of the company. He was born in Tehran, Iran and moved to Florida in the 1980's. Mr. Zaman earned his Bachelor degree from the Florida International University in Computer Science. 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.
KENNETH CORNELL BOSKET - Kenneth Cornell Bosket is a director and CFO of the Company. Mr. Bosket has been a 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.
| 12 |
| Table of Contents |
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.
SHAHRAM KHIAL – Shahram Khial, Ph.D. has sound interpersonal communication skills in several languages, effective interfacing with health care institutions, communities, organizations and industries, public and private sectors within all levels of management. Mr. Khial has served on the board of directors of several private and publicly held corporations. He earned a Bachelor’s degree in Law and Political Sciences and a Maters of Public Administration Program from the University of Tehran in Tehran, Iran. Mr. Khial received his Ph.D. in Educational Administration from the University of Utah in Salt Lake City, Utah.
MOHAMMAD SADROLASHRAFI – Mohammad Sadrolashrafi P.E. has multi-disciplinary managerial, administrative and technical experience, as well as having the people kills to manage, negotiate, plan, design and to achieve the company’s strategic goals. Mr. Sadrolashrafi received his Civil Engineering, Associate Degree in Science from Northern Virginia Community College in Annandale, VA and a Civil Engineering, Bachelor of Science degree from the University of Nevada at Reno, in Reno, NV.
JAMIE HADFIELD - Jamie Hadfield is a healthcare professional with sound interpersonal communication skills, as well as a well-rounded balanced and effective individual with various managerial skills to achieve the company’s strategic goals. Jamie earned her Master’s degree in business administration from Webster University, Saint Lewis, Missouri and received her Bachelors of Science Nursing from the Regents College, Albany, New York.
CONFLICTS OF INTEREST
The Officers and Directors of the Company will devote most of their time to the Company; however, there will be occasions when the time requirements of the Company's business conflict with the demands of their other business and investment activities. Such conflicts may require that the Company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the Company.
There is no procedure in place which would allow the Officers and Directors to resolve potential conflicts in an arms-length fashion. Accordingly, they will be required to use their discretion to resolve them in a manner which they consider appropriate.
The Company's Officers and Directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by the Company's Officers and Directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the Company's Officers and Directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to the Company and its other shareholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of the Company and the Company's other shareholders, rather than their own personal pecuniary benefit.
The Company previously adopted a Code of Ethics in 2004. The Company has revised the Code of Ethics and is adopting a new Code of Ethics which applies to its directors as well as to its officers including its principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Ethics is attached as an Exhibit to this Report and is also available on the Company's website, www.crownequityholdings.com . A copy of the Code of Ethics is also available at no charge to anyone who may send a request in writing to the Company, addressed to its CEO, at Las Vegas, NV 89141.
Identification of Certain Significant Employees - The Company does not employ any persons who make or are expected to make significant contributions to the business of the Company.
| 13 |
| Table of Contents |
ITEM 11: EXECUTIVE COMPENSATION
During the fiscal period 2024, the Company recorded aggregate compensation of $0 due to officers and directors. As of December 31, 2024, there are no outstanding balance due to officers and directors.
During the fiscal period 2024 the Company paid its officers and directors an aggregate of $0. Directors made the decision to serve as officers and/or directors without compensation upon appointment.
The following tables sets for the compensation for all officers and directors during the past three years:
DIRECTORS AND OFFICERS COMPENSATION
|
| Annual compensation |
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| Long-term compensation |
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| |||||||||||||||||||
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| Awards |
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Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Other annual compensation ($) |
|
| Restricted stock award(s) ($) |
|
| Securities under- lying options/ SARs (#) |
|
| Payouts LTIP payouts ($) |
|
| All other compen- sation ($) |
|
| Total Compensation |
| ||||||||
Kenneth Cornell Bosket |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
CFO, Director |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
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| - |
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| - |
|
|
| - |
|
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| - |
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| - |
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Montse Zaman |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
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| - |
|
COO, Director |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
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| - |
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| - |
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Mike Zaman |
| 2024 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
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| - |
|
|
| - |
|
CEO, Director |
| 2023 |
|
| - |
|
|
| - |
|
|
| - |
|
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| - |
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| - |
|
|
| - |
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| - |
|
|
| - |
|
Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meeting of the Board of Directors.
The Company has no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's directors or executive officers.
The Company has no compensatory plan or arrangements, including payments to be received from the Company, with respect to any executive officer or director, where such plan or arrangement would result in any compensation or remuneration being paid resulting from the resignation, retirement or any other termination of such executive officer's employment or from a change-in-control of the Company or a change in such executive officer's responsibilities following a change-in-control and the amount, including all periodic payments or installments where the value of such compensation or remuneration exceeds $100,000 per executive officer.
| 14 |
| Table of Contents |
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, 2024, 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, 2024, the following persons were officers, directors and more than ten-percent shareholders of the Company's common stock:
Name | Position | Filed Reports | ||
| ||||
Mike Zaman | Officer, Director | Yes |
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK MATTERS
There were 15,840,384 shares of the Company' common stock issued and outstanding on December 31, 2024. There are 20,001,000 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 on December 31, 2024. No other Preferred Shares are outstanding at December 31, 2024. 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 |
| 15 |
| Table of Contents |
Common Stock
Names and Addresses |
| Number of Shares Owned Beneficially |
|
| Percent of Beneficially Owned Shares |
| ||
|
|
|
|
|
|
| ||
Mike Zaman Irrevocable Trust (1) |
|
| 10,013,067 |
|
|
| 63.21 | % |
11226 Pentland Downs Street |
|
|
|
|
|
|
|
|
Las Vegas, Nevada 89141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jamie Hadfield (1) |
|
| 424,414 |
|
|
| 2.68 | % |
1610 W 100 N 82 |
|
|
|
|
|
|
|
|
St. George, Utah 84770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mohammad Sadrolashrafi (1) |
|
| 71,303 |
|
|
| 0.45 | % |
1160 S Nevada Street |
|
|
|
|
|
|
|
|
Carson City, Nevada 89703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth Cornell Bosket (1) |
|
| 322,722 |
|
|
| 2.04 | % |
1453 Flintrock Road |
|
|
|
|
|
|
|
|
Henderson, Nevada 89014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shahram Khial (1) |
|
| 18,281 |
|
|
| 0.12 | % |
15030 Ventura Blvd Ste. 771 |
|
|
|
|
|
|
|
|
Sherman Oaks, California 91403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Montse Zaman (1) |
|
| 340,000 |
|
|
| 2.16 | % |
11226 Pentland Downs Street |
|
|
|
|
|
|
|
|
Las Vegas, Nevada 89141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mike Zaman (1) |
|
| 1,439,300 |
|
|
| 9.09 | % |
11226 Pentland Downs Street |
|
|
|
|
|
|
|
|
Las Vegas, Nevada 89141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and officers as a group |
|
| 12,629,087 |
|
|
| 79.76 | % |
_______________
(1) | Denotes officer or director. |
Change in Control. There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change of control of the Company.
| 16 |
| Table of Contents |
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 number of shares to be issued pursuant to the Plan.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company in 2024 was provided office space by one of its officers and director at no charge. The Company believes that the provided office space is sufficient for its needs in the foreseeable future.
During the period ending December 31, 2024, the Company issued 2,359,160 shares of common stock for accrued expenses, 50,584 shares for account payable, 10,000 shares for services, and 24,414 shares for a note payable as follows:
· | On February 9, 2024, the Company issued 24,414 restricted shares of common stock for conversion of a note payable of $10,000 at 12% interest to Jamie Hadfield at a conversion rate of fifty cents ($0.50) per share for the total note amount owed. The share price on conversion date was $1.48, which attributed to a loss of $34,180. |
|
|
· | On February 20, 2024, the Company issued 1,439,300 restricted shares of common stock for conversion of $719,650 in accrued expenses to Mike Zaman at a conversion rate of fifty cents ($0.50) per share for the total amount owed. The share price on conversion date was $1.48, which attributed to a loss of $1,410,514. |
|
|
· | On February 20, 2024, the Company issued 278,160 restricted shares of common stock for conversion of a $139,080 in accrued expenses to Arnulfo Saucedo-Bardan at a conversion rate of fifty cents ($0.50) per share for the total amount owed. The share price on conversion date was $1.48, which attributed to a loss of $272,597. |
|
|
· | On February 20, 2024, the Company issued 301,700 restricted shares of common stock for conversion of $150,850 in accrued expenses to Kenneth Bosket at a conversion rate of fifty cents ($0.50) per share for the total amount owed. The share price on conversion date was $1.48, which attributed to a loss of $295,666. |
|
|
· | On February 20, 2024 the Company issued 340,000 restricted shares of common stock for conversion of $170,000 in accrued expenses to Montse Zaman at a conversion rate of fifty cents ($0.50) per share for the total amount owed. The share price on conversion date was $1.48, which attributed to a loss of $333,200. |
|
|
· | On February 20, 2024, the Company issued 25,000 restricted shares of common stock for conversion of a $12,500 account payable to Cloud Network Systems Inc. at a conversion rate of fifty cents ($0.50) per share for the total amount owed. The share price on conversion date was $1.48, which attributed to a loss of $24,500. |
|
|
· | On February 20, 2024 the Company issued 10,000 restricted shares of common stock for $14,800 for services to Vinoth Sambandam. The original amount owed was $5,000. The company converted the amount owed at a rate of fifty cents ($0.50) per share. The share price on conversion date was $1.48, which attributed to a loss of $9,800. |
| 17 |
| Table of Contents |
As of December 31, 2024, the Company had a remaining note payables balance to Mike Zaman Irrevocable Trust for a total of $2,000. Mike Zaman is an officer of the Company. The payable of $2,000, is unsecured with a maturity date of December 25, 2023,
As of December 31, 2024, the Company had a note payable balance to Mike Zaman in the amount of $1,100. Mike Zaman is an officer of the Company. The payable of $1,100 is unsecured with a maturity date of January 11, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $2,500. Mike Zaman is an officer of the Company. The payable of $2,500 000 is unsecured with a maturity date of January 23, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $1,000. Mike Zaman is an officer of the Company. The payable of $1,000 is unsecured with a maturity date of January 31, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $10,000. Mike Zaman is an officer of the Company. The payable of $10,000 is unsecured with a maturity date of February 14, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $18,000. Mike Zaman is an officer of the Company. The payable of $18,000 is unsecured with a maturity date of March 23, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $5,800. Mike Zaman is an officer of the Company. The payable of $5,800 is unsecured with a maturity date of May 08, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $2,500. Mike Zaman is an officer of the Company. The payable of $2,500 is unsecured with a maturity date of June 02, 2024.
As of December 31, 2024 As of December 31, 2023, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $3,000. Mike Zaman is an officer of the Company. The payable of $3,000 is unsecured with a maturity date of June 20, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman in the amount of $15,000. Mike Zaman is an officer of the Company. The payable of $15,000 is unsecured with a maturity date of July 18, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $12,000. Mike Zaman is an officer of the Company. The payable of $12,000 is unsecured with a maturity date of August 04, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $2,500. Mike Zaman is an officer of the Company. The payable of $2,500 is unsecured with a maturity date of September 20, 2024.
| 18 |
| Table of Contents |
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $1,000. Mike Zaman is an officer of the Company. The payable of $1,000 is unsecured with a maturity date of September 22, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $1,000. Mike Zaman is an officer of the Company. The payable of $1,000 is unsecured with a maturity date of September 23, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $1,000. Mike Zaman is an officer of the Company. The payable of $3,000 is unsecured with a maturity date of October 20, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $10,000. Mike Zaman is an officer of the Company. The payable of $10,000 is unsecured with a maturity date of November 06, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $10,000. Mike Zaman is an officer of the Company. The payable of $10,000 is unsecured with a maturity date of December 12, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $10,000. Mike Zaman is an officer of the Company. The payable of $10,000 is unsecured with a maturity date of February 12, 2025.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $2,000. Mike Zaman is an officer of the Company. The payable of $2,000 is unsecured with a maturity date of March 21, 2025.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $11,000. Mike Zaman is an officer of the Company. The payable of $11,000 is unsecured with a maturity date of March 25, 2025.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman in the amount of $4,500. Mike Zaman is an officer of the Company. The payable of $4,500 is unsecured with a maturity date of May 14, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $1,500. Mike Zaman is an officer of the Company. The payable of $1,500 is unsecured with a maturity date of March 25, 2025.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman in the amount of $2,500. Mike Zaman is an officer of the Company. The payable of $2,500 is unsecured with a maturity date of June 06, 2025.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman in the amount of $916. Mike Zaman is an officer of the Company. The payable of $916 is unsecured with a maturity date of June 06, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman in the amount of $950. Mike Zaman is an officer of the Company. The payable of $950 is unsecured with a maturity date of June 06, 2024.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $1,500. Mike Zaman is an officer of the Company. The payable of $1,500 is unsecured with a maturity date of July 22, 2025.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $4,000. Mike Zaman is an officer of the Company. The payable of $4,000 is unsecured with a maturity date of July 31, 2025.
| 19 |
| Table of Contents |
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $1,500. Mike Zaman is an officer of the Company. The payable of $1,500 is unsecured with a maturity date of September 30, 2025.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $1,200. Mike Zaman is an officer of the Company. The payable of $1,200 is unsecured with a maturity date of October 25, 2025.
As of December 31, 2024, the Company had a note payable balance to Mike Zaman Irrevocable Trust in the amount of $4,000. Mike Zaman is an officer of the Company. The payable of $4,000 is unsecured with a maturity date of November 21, 2025.
ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES
On June 17, 2024, the Company engaged Bush & Associates CPA as the Company’s independent registered accounting firm commencing with the quarter ending June 30, 2024 through and including the fiscal year ending December 31, 2024.
|
| 2024 |
|
| 2023 |
| ||
Audit fees |
| $ | 15,000 |
|
| $ | 24,000 |
|
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.
| 20 |
| Table of Contents |
PART IV
ITEM 15: EXHIBITS
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 | |
| ||
|
|
|
| ||
|
|
|
| ||
| ||
|
|
|
| ||
|
|
|
|
101** |
| Interactive data files pursuant to Rule 405 of Regulation S-T. |
|
|
|
101.INS** |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
|
|
|
101.SCH** |
| Inline XBRL Taxonomy Extension Schema Document. |
|
|
|
101.CAL** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
|
101.DEF** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
|
101.LAB** |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
|
|
|
101.PRE** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
|
104** |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* | 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. |
| 21 |
| Table of Contents |
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 April 29, 2025
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 April 29, 2025
Signature | Title |
| ||
| ||||
| /s/ Mike Zaman | Director, Chief Executive Officer |
| ||
Mike Zaman |
| |||
| ||||
| /s/ Montse Zaman | Director, Secretary and Treasurer |
| ||
Montse Zaman |
| |||
| ||||
| /s/ Kenneth Cornell Bosket | Director, Chief Financial Officer (Principal |
| ||
Kenneth Cornell Bosket | Financial Officer), Principal Accounting Officer |
|
| 22 |
| 1 |
| 2 |
| 3 |
| 4 |
| 5 |
| 6 |
EXHIBIT 31.1
FORM OF CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
CERTIFICATION
I, Mike Zaman, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Crown Equity Holdings Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: April 29, 2025 | By: | /s/ Mike Zaman | |
| Mike Zaman | |||
| President/CEO |
EXHIBIT 31.2
FORM OF CERTIFICATION
PURSUANT TO RULE 13a-14 AND 15d-14
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
CERTIFICATION
I, Kenneth Bosket, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Crown Equity Holdings Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |
| (c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
| Date: April 29, 2025 | By: | /s/ Kenneth Bosket | |
| Kenneth Bosket | |||
| Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Crown Equity Holdings Inc. on Form 10-K for the period ended December 31, 2024, as filed with the Securities and Exchange Commission (the "Report") Mike Zaman, Chief Executive Officer of the Company, does hereby certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: April 29, 2025 | By: | /s/ Mike Zaman | |
| Mike Zaman | |||
| Chief Executive Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
EXHIBIT 32.2
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Crown Equity Holdings Inc. on Form 10-K for the period ended December 31, 2024, as filed with the Securities and Exchange Commission (the "Report") Kenneth Bosket, Chief Financial Officer of the Company, does hereby certify, pursuant to §906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350), that to his knowledge:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: April 29, 2025 | By: | /s/ Kenneth Bosket | |
| Kenneth Bosket | |||
| Chief Executive Officer |
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.