Crown Equity Holdings, Inc 10-Q for FY2023 Q2
Crown Equity Holdings, Inc. (CRWE)
About this 10-Q
Crown Equity Holdings, Inc filed this 10-Q on August 14, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).
Headline figures
Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $2563 a year earlier
- Net loss
- $13.35K
- compared with a net loss of $204.88K a year earlier
- Diluted EPS
- $0.00
- compared with -$0.04 a year earlier
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ____________
Commission File Number
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (IRS Employer Identification No.) |
(Address of principal executive offices)
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(Issuer's telephone number)
Indicate by check mark whether the Company (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Indicate by check mark 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 preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
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| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 10, 2023, the number of shares outstanding of the registrant's class of common stock was
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
DEFINITIONS
In this Quarterly Report on Form 10-Q, the words "Crown Equity", the "Company", the "Registrant", "we", "our", "ours" and "us" refer to Crown Equity Holdings, Inc.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes certain statements that may be deemed "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "could," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "seek," "estimate," "predict," "potential," "pursue," "target," "continue," the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause the Company's actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:
| · | the possibility that certain tax benefits of our net operating losses may be restricted or reduced in a change in ownership or a further change in the federal tax rate; |
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| · | the inability to carry out plans and strategies as expected |
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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, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, could cause future outcomes to differ materially from those experienced previously or those expressed in such forward-looking statements. We undertake no obligation to publicly update or revise any information, including information concerning our controlling shareholder, net operating losses, borrowing availability or cash position, or any forward-looking statements to reflect events or circumstances that may arise after the date of this report. Forward-looking statements are provided in this Quarterly Report on Form 10-Q pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of the estimates, assumptions, uncertainties, and risks described herein.
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CROWN EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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| June 30, 2023 |
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| December, 31, 2022 |
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Current assets |
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Cash |
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Total Current Assets |
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Property and Equipment, net |
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Total Assets |
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Liabilities and Stockholders' Deficit | ||||||||
Current liabilities |
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Accounts payable and accrued expenses |
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Accounts payable and accrued expenses to related party |
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Notes payable to related parties |
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Convertible notes payable to related parties, net of debt discount |
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Note payable short-term debt |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders' deficit |
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Preferred Stock, |
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Series A Convertible Preferred Stock, $0.001 par value, 1,000 shares authorized, |
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Common Stock, |
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Additional paid-in capital |
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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.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| Three Months Ended |
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| Six Months Ended |
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Revenue |
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Revenue – related party |
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Total Revenue |
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Operating expenses |
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Depreciation |
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General and Administrative |
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Total Operating Expenses |
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Net Operating Income (Loss) |
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Other (expense) |
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Interest expense |
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Gain (Loss) on Stocks Held or Sold |
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Other Income (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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Weighted average number of common shares outstanding - 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.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 and 2022
(Unaudited)
For the Three Months Ended June 30, 2023
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| Additional |
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Balances at March 31, 2023 |
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Net loss |
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Balances at June 30, 2023 |
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For the Three Months Ended June 30, 2022
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| Accumulated |
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| Shares |
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Balances at March 31, 2022 |
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Common Stock issued for cash |
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Rounding |
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Net loss |
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Balances at June 30, 2022 |
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For the Six Months Ended June 30, 2023
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| Additional |
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| Total |
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| Preferred Stock |
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Balances at December 31, 2022 |
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Net loss |
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Balances at June 30, 2023 |
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For the Six Months Ended June 30, 2022
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| Common Stock |
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| Additional Paid-In |
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| Total Stockholders' |
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| Shares |
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| Payable |
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Balances at December 31, 2021 |
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Common Stock issued for cash |
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Net loss |
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Balances at June 30, 2022 |
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The accompanying notes are an integral part of these financial statements.
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CROWN EQUITY HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Cash flows from operating activities |
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Net (loss) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation |
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Loss (gain) on brokerage account |
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Loss on investment |
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Changes in operating assets and liabilities |
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Accounts payable and accrued expenses – related party |
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Accounts payable and accrued expenses |
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Net cash (used in) operating activities |
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Cash flows from investing activities |
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Cash (transfer to) withdrawn from brokerage account |
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Net cash provided by investing activities |
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Cash flows from financing activities |
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Borrowings from convertible notes payable, related party |
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Payments on convertible notes payable, related party |
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Borrowings from notes payable, related party |
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Proceeds from Sale of Stock |
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Principal payments on debt |
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Net cash provided by financing activities |
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Net increase (decrease) in cash |
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Cash, beginning of period |
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Cash, end of period |
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SUPPLEMENTAL DISCLOSURE: |
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Interest paid |
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Income taxes paid |
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NONCASH INVESTING AND FINANCING ACTIVITIES: |
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Repayments on Margin loan Brokerage account |
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The accompanying notes are an integral part of these financial statements.
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CROWN EQUITY HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Crown Equity Holdings Inc. ("Crown Equity" or the "Company") was incorporated in August 1995 in Nevada. The Company offers through its digital network of websites, advertising branding, marketing solutions and other services to boost customer awareness, as well as merchant visibility as a worldwide online multi-media publisher. The Company focuses on the distribution of information for the purpose of bringing together its audience with the advertisers that want to reach them. Its advertising services cover and connect a range of marketing specialties, as well as provide search engine optimization for clients interested in online media awareness. Crown Equity Holdings' objective is making its endeavor known as CRWE WORLD into a online news and information source, as well as a 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.
On January 27, 2020, the Company re-acquired from American Video Teleconferencing Corp. (AVOT) the online business iB2BGlobal.com, since it had not received the shares promised during the original sale.
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 the 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.
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| 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 the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. 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 | |
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| A contract with our customers may be oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company' preferred method. The terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between the Company and our client that a valid contract exists. |
2. | Identify the performance obligations in the contract | |
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| 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 | |
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| 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 | |
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| 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 | |
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| 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. |
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 that are being provided.
| 9 |
| Table of Contents |
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| Six Months Ended June 30, 2023 |
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| Six Months Ended June 30, 2022 |
| ||||||||||||||||||
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| Third Party |
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| Related Party |
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| Total |
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| Third Party |
|
| Related Party |
|
| Total |
| ||||||
Advertising |
| $ |
|
| $ |
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| $ |
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| $ |
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| $ |
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| $ |
| ||||||
Accounting |
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Click Based and Impressions Ads |
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Publishing and Distribution |
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Server |
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| ||||||
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
| ||||||
There was not any revenue earned during the six-months period ending June 30, 2023.
|
| June 30, |
|
| June 30, |
| ||
|
| 2023 |
|
| 2022 |
| ||
|
|
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| ||
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, the current aging status of the customer accounts, and the financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable and allowance for doubtful accounts as of June 30, 2023 and December 31, 2022.
Risk Concentrations
The Company does not hold cash in excess of federally insured limits.
During the six-month period ending June 30, 2023, the Company did not receive any revenues from its available services.
General and Administrative Expenses
Crown Equity's general and administrative expenses consisted of the following types of expenses during 2023 and 2022: Compensation expense, auto, travel and entertainment, legal and accounting, utilities, websites, 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 the disposition of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
Impairment of Long-Lived Assets
The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses the recoverability of an 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 the expected future cash flows at a rate we believe incorporates the time value of money. No indications of impairments were identified in 2023 or 2022.
| 10 |
| Table of Contents |
Basic and Diluted Net (Loss) per Share
|
| Six Months June 30, 2023 |
|
| Six Months June 30, 2022 |
| ||
Numerator: |
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| ||
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc. |
| $ | ( | ) |
| $ | ( | ) |
Net (Loss) attributable to Crown Equity Holdings, Inc. |
| $ | ( | ) |
| $ | ( | ) |
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|
Denominator: |
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Weighted average common and common equivalent shares outstanding – basic and diluted |
|
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| ||
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Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.: |
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|
Basic |
| $ | ( | ) |
| $ | ( | ) |
Diluted |
| $ | ( | ) |
| $ | ( | ) |
|
| Three Months June 30, 2023 |
|
| Three Months June 30, 2022 |
| ||
Numerator: |
|
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| ||
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc. |
| $ | ( | ) |
| $ | ( | ) |
Net (Loss) attributable to Crown Equity Holdings, Inc. |
| $ | ( | ) |
| $ | ( | ) |
|
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Denominator: |
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Weighted average common and common equivalent shares outstanding – basic and diluted |
|
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Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.: |
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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 periods ended June 30, 2023, and 2022. The number of potential anti-dilutive shares excluded from the calculation shares for the period ended June 30, 2023 is
Income Taxes
In December 2017, the Tax Cuts and Jobs Act (the "Act") was enacted, which, among other changes, reduced the federal statutory corporate tax rate from 35% to 21%, effective January 1, 2018. As a result of this change, the Company's statutory tax rate for fiscal 2019 and 2020 will be
| 11 |
| Table of Contents |
The Company's deferred tax assets consisted of the following as of June 30, 2023 and December 31, 2022:
|
| June 30, 2023 |
|
| Dec 31, 2022 |
| ||
Net operating loss |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
|
|
|
|
|
| ||
Uncertain Tax Position
The Company also follows 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.
Research and Development
The Company spent no money for research and development costs during the periods ended June 30, 2023 and December 31, 2022.
Advertising Cost
The Company spent $
NOTE 2 – GOING CONCERN
As shown in the accompanying condensed consolidated financial statements, Crown Equity has 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 purchases over $
Property consists of the following on June 30, 2023 and December 31, 2022:
|
| June 30, 2023 |
|
| Dec 31, 2022 |
| ||
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 $
| 12 |
| Table of Contents |
NOTE 4 – INVESTMENT TRADING SECURITIES AND MARGIN LOANS
The Company invested in various industries within the Nasdaq and New York stock exchange.
As of June 30, 2023, the market value of the Company’s account portfolio, consisting of stocks only, was $
NOTE 5 – FINANCE LEASES
During 2019 and 2020, the Company borrowed an aggregate $
| · | A $ |
|
|
|
| · | A $ |
|
|
|
| · | A $ |
The following is a schedule of the net book value of the finance lease.
Assets |
| June 30, 2023 |
| |
Leased equipment under finance lease, |
| $ |
| |
less accumulated amortization |
|
| ( | ) |
Net |
| $ |
| |
Liabilities |
| June 30, 2023 |
| |
Obligations under finance lease (current) |
| $ |
| |
Obligations under finance lease (noncurrent) |
|
|
| |
Total |
| $ |
| |
Below is a reconciliation of leases to the financial statements.
The following is a schedule, by years, of future minimum lease payments required under finance leases.
Years ended December 31 |
| Finance Leases |
| |
2023 |
|
|
| |
Thereafter |
|
|
| |
Total |
|
|
| |
Less: Imputed Interest |
|
| ( | ) |
Total Liability |
|
|
| |
| 13 |
| Table of Contents |
NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES
As of June 30, 2023, and December 31, 2022, the Company had unamortized discount of $
The Company analyzed the convertible notes for derivatives noting none.
Name |
| Original Note Date |
| Due Date |
| Interest Rate |
|
| June 30, 2023 |
| ||
|
|
|
|
|
|
|
|
|
|
| ||
Related Party Notes Payable: |
|
|
|
|
|
|
|
|
|
| ||
Willy A. Saint-Hilaire |
| 02/28/2022 |
| 02/28/2023 |
|
| % |
|
|
| ||
Mohammad Sadrolashrafi |
| 11/17/2022 |
| 11/17/2023 |
|
| % |
|
|
| ||
Mike Zaman Irrevocable Trust |
| 03/23/2023 |
| 03/23/2024 |
|
| % |
|
|
| ||
Mike Zaman Irrevocable Trust |
| 05/08/2023 |
| 05/08/2024 |
|
| % |
|
|
| ||
Mike Zaman Irrevocable Trust |
| 06/02/2023 |
| 06/02/2024 |
|
| % |
|
|
| ||
Mike Zaman Irrevocable Trust |
| 06/20/2023 |
| 06/20/2024 |
|
| % |
|
|
| ||
Total Related Party Notes Payable |
|
|
|
|
|
|
|
|
|
|
| |
Related Party Convertible Notes Payable: |
|
|
|
|
|
|
|
|
|
|
|
|
Willy A. Saint-Hilaire |
| 04/06/2021 |
| 04/06/2022 |
|
| % |
|
|
| ||
Willy A. Saint-Hilaire |
| 04/16/2021 |
| 04/16/2022 |
|
| % |
|
|
| ||
Willy A. Saint-Hilaire |
| 04/21/2021 |
| 04/21/2022 |
|
| % |
|
|
| ||
Willy A. Saint-Hilaire |
| 04/30/2021 |
| 04/30/2022 |
|
| % |
|
|
| ||
Willy A. Saint-Hilaire |
| 05/04/2021 |
| 05/04/2022 |
|
| % |
|
|
| ||
Jamie Hadfield |
| 04/07/2022 |
| 04/07/2023 |
|
| % |
|
|
| ||
Mike Zaman Irrevocable Trust |
| 12/25/2022 |
| 12/25/2023 |
|
| % |
|
|
| ||
Mike Zaman |
| 01/11/2023 |
| 01/11/2024 |
|
| % |
|
|
| ||
Mike Zaman Irrevocable Trust |
| 01/23/2023 |
| 01/23/2024 |
|
| % |
|
|
| ||
Mike Zaman Irrevocable Trust |
| 01/31/2023 |
| 01/31/2024 |
|
| % |
|
|
| ||
Mike Zaman Irrevocable Trust |
| 02/14/2023 |
| 02/14/2024 |
|
| % |
|
|
| ||
Total Convertible Related Party Notes Payable |
|
|
|
|
|
|
|
|
|
|
| |
Less: Debt Discount |
|
|
|
|
|
|
|
|
|
| 0 |
|
Convertible Notes Payable, net of Discount - Related Party |
|
|
|
|
|
|
|
|
|
|
| |
The conversion rate is one share of common stock at $0.50 per share, per each principal dollar amount owed.
Willy A. Saint-Hilaire
On April 6, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $2,500 at an interest rate of
On April 16, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $
| 14 |
| Table of Contents |
On April 21, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $
On April 30, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $
On May 4, 2021, the Company entered into a convertible promissory note with Willy A. Saint-Hilaire in the amount of $
On February 28, 2022, the Company entered into a promissory note with Willy A. Saint-Hilaire in the amount of $
Mohammad Sadrolashrafi
On November 17, 2022, the Company entered into a promissory note with Mohammad Sadrolashrafi in the amount of $
Jamie Hadfield
On April 7, 2022, the Company entered into a convertible promissory note with Jamie Hadfield 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 $
Mike Zaman
On January 11, 2023, the Company entered into a convertible promissory note with Mike Zaman in the amount of $
| 15 |
| Table of Contents |
NOTE 7 – COMMITMENTS AND CONTINGENCIES
The Company is obligated for payments under related party notes payable and automobile lease payments.
The Company agreed to pay the automobile leases of $
The Company entered into an agreement, effective January 1, 2020, to pay Arnulfo Saucedo-Bardan $
NOTE 8 – RELATED PARTY TRANSACTIONS
The Company is provided office space by one of the officers and directors at no charge. The Company believes that this office space is sufficient for its needs for the foreseeable future.
On January 11, 2023, the Company entered into a convertible promissory note with Mike Zaman 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 $
The Company periodically advanced operating funds from related parties with convertible notes payable. As of June 30, 2023, total convertible notes and non-convertible notes from related parties were $
NOTE 9 – STOCK HOLDERS' DEFICIT
Common Stock
During the six months ending June 30, 2023, the Company issued the following:
| · | The Company did not issue any shares of common stock. |
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
| 16 |
| Table of Contents |
Preferred Stock
The Company has designated
Warrants Issued |
|
|
|
|
|
| |||
|
|
|
|
|
|
| |||
The following is a summary of the Company's warrant activity during the six-month periods ended June 30, 2023 and 2022: | |||||||||
|
|
|
|
|
|
| |||
|
| Number of |
|
| Exercise |
| |||
|
| Warrants |
|
| Price |
| |||
Balance, January 1, 2023 |
|
|
|
| $ |
| |||
Issued |
|
| - |
|
|
| - |
| |
Exercised |
|
| - |
|
|
| - |
| |
Forfeited |
|
| - |
|
|
| - |
| |
Balance, June 30, 2023 |
|
|
|
| $ |
| |||
|
|
|
|
|
|
|
|
| |
|
| Number of |
|
| Exercise |
| |||
|
| Warrants |
|
| Price |
| |||
Balance, January 1, 2022 |
|
|
|
| $ |
| |||
Issued |
|
| - |
|
|
| - |
| |
Exercised |
|
| - |
|
|
| - |
| |
Forfeited |
|
| - |
|
|
| - |
| |
|
|
|
|
|
|
|
|
| |
Balance, June 30, 2022 |
|
|
|
| $ |
| |||
NOTE 10 – 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 2022.
The Company's deferred tax assets consisted of the following as of June 30, 2023, and December 31, 2022:
|
| June 31, 2023 |
|
| December 31, 2022 |
| ||
Net operating loss |
| $ |
|
| $ |
| ||
Valuation allowance |
|
| ( | ) |
|
| ( | ) |
Net deferred tax asset |
| $ |
|
| $ | - |
| |
As of June 30, 2023, and December 31, 2022, the Company's accumulated net operating loss carry forward was approximately $
| 17 |
| Table of Contents |
NOTE 11 – SUBSEQUENT EVENTS
On July 12, 2023, Michael Sheikh was issued a warrant at a price of $
On July 18, 2023, the Company entered into a promissory note with Mike Zaman in the amount of $
On August 01, 2023, Dana Salzarulo was issued a warrant at a price of
On August 04, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $
On August 07, 2023, Mohammad Sadrolashrafi was issued a warrant at a price of $
| 18 |
| Table of Contents |
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis should be read in conjunction with our Financial Statements and the notes thereto, set forth in Item 8. "Financial Statements" as set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, and the Condensed Consolidated Financial Statements and notes thereto included in Part I of this Quarterly Report on Form 10-Q. The following discussion may contain forward looking statements. For additional information, see "Disclosure Regarding Forward Looking Statements" in Part I of this Quarterly Report on Form 10-Q.
OVERVIEW
Crown Equity Holdings Inc. ("Crown Equity") was incorporated in August 1995 in Nevada. The Company is offering its services to companies seeking to become public entities in the United States. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields. The Company provides various consulting services to companies and individuals dealing with corporate structure and operations globally. The Company also provides public relations and news dissemination for publicly and privately held companies.
In December 2010, the Company formed two wholly owned subsidiaries Crown Tele Services, Inc. and CRWE Direct, Inc. Crown Tele Services, Inc. was formed to provide voice over internet ("VoIP") services to clients at a competitive price and Crown Direct, Inc. was formed to provide direct sales to customers. Both entities had minimum sales during the quarter.
In March 2011, the Company formed a wholly owned subsidiary CRWE Real Estate, Inc. as a subsidiary to engage in potential real estate holdings. The entity had minimal activity during the quarter.
The Company has focused its primary vision to using its network of websites to provide advertising and marketing services, as a worldwide online media advertising publisher, dedicated to the distribution of quality branding information. The Company offers Internet media-driven advertising services, which cover and connect a wide range of marketing specialties, as well as search engine optimization for clients interested in online media awareness. As part of its operations, the Company has utilized the services of software and hardware technicians in developing its websites and adding additional websites. This allows the Company to disseminate news and press releases for its customers as well as general news and financial information on a much bigger scale than it did previously. The Company markets its services to companies seeking market awareness of them and the services or goods that they offer. The Company then publishes information concerning these companies on its many websites
Crown Equity's office is located at 11226 Pentland Downs Street, Las Vegas, NV 89141.
As of June 30, 2023, Crown Equity has 3 employees and utilized the services of one independent contractor and the following three officers, Mike Zaman, Kenneth Bosket, and Montse Zaman.
| 19 |
| Table of Contents |
RESULTS OF OPERATIONS
Three months ended June 30, 2023, Compared to the Three months ended June 30, 2022
For the three months ended June 30, 2023, revenues were $0 and $2,563 for the same period in 2022.
Revenues for the three month period ended June 30, 2023 were lower compared to the same period in 2022, which is due to there being no revenue earned through any of the services offered by the Company, such as advertising, click based and impressions ads on the Company’s web sites, as well as the publishing, and distribution of press releases from businesses, in addition to the use of the company’s server services. Since the discovery of some software server functioning errors, the Company is presently performing assessments and corrections with its findings, being that it is the primary source for its services offered.
Operating expenses were $13,006 for the three months ended June 30, 2023 compared to $124,763 for the same period in 2022, which was primarily caused by the Company having a much lower general and administrative expenses.
Other income (expenses) for the three-month period ended June 30, 2023 were $0 and $1,095 for the same quarter in 2022. There was a decrease between the three-month period ended June 30, 2023 and the three-month period ended June 30, 2022.
The three-month period ended June 30, 2023 was $0 in Gain (loss) on Stocks Held or Sold.
Interest expense for the three months ended June 30, 2023 and 2022 was $347 and $872, respectively.
Six months ended June 30, 2023, Compared to the Six months ended June 30, 2022
For the six months ended June 30, 2023, revenues were $0 and $2,707 for the same period in 2022.
Revenues for the six months period ended June 30, 2023 were significantly lower compared to the same period in 2022, which was cause to there being no revenue earned through any of the services offered by the Company, such as advertising, click based and impressions ads on its web sites, as well as the publishing, and distribution of press releases, or the use of the company’s server services. Since the discovery of some software server functioning errors, the Company has focused its attention on performing assessments and correcting its findings, being that its web the primary source for its services.
Operating expenses were $36,306 for the six months ended June 30,2023 which was lower than $254,507 for the same period in 2022.
Other income(expenses) for the six-month period ended June 30, 2023 were ($1,472) and $258,622 for the same period in 2022. The decrease in other expenses was primarily due to a decrease in Gain (loss) on Stocks Held or Sold.
Interest expense for the three months ended June 30, 2022 and 2021 was $1,472 and $1,438, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2023, Crown Equity had current assets of $3,165 and current liabilities of $1,421,789 resulting in a working capital deficit of $1,418,624. Net cash used by operating activities for the six months ended June 30, 2023, was $39,372 compared to net cash used of $50,779 for the same period in 2022.
Net cash provided by investing activities was $0 and $37,000 for the six months ended June 30, 2023, and 2022, respectively.
Net cash provided by financing activities during the six months ended June 30, 2023, was $39,607 compared to net cash provided of $16,077 for the same period in 2022. For the six months ended June 30, 2023, we borrowed $43,900 from related parties compared to $14,500 for the same period in 2022.
Our existing capital may not be sufficient to meet Crown Equity's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. This condition raises substantial doubt as to Crown Equity's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.
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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a "smaller reporting company" as defined by Item 12b-2 of the securities exchange act of 1934 (the "exchange act") and are not required to provide information required under this Item.
ITEM 4: CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of material weaknesses in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weaknesses relate to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO and CFO also do not possess accounting expertise and our company does not have an audit committee. These material weaknesses are due to the company's lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS.
For information regarding legal proceedings, see Note 7, "Commitments and Contingencies – Legal Matters" in the Notes to our Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
ITEM 1A: RISK FACTORS.
There have been no material changes to Crown Equity's risk factors as previously disclosed in our most recent 10-K filing for the year ended December 31, 2022.
ITEM 2: SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the six months ended June 30, 2023, Crown Equity did not issue any shares of common stock for operating capital.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4: MINE SAFETY INFORMATION.
None
ITEM 5: OTHER INFORMATION.
None
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ITEM 6: EXHIBITS
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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). |
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101.SCH ** |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL ** |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF ** |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB ** |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE ** |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104 ** |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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** | 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. |
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CROWN EQUITY HOLDINGS INC. | ||
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Date: August 14, 2023 | By: | /s/ Mike Zaman | |
| Mike Zaman, CEO | ||
| By: | /s/ Kenneth Bosket | |
| Kenneth Bosket, CFO | ||
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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 June 30, 2023 quarterly report on Form 10-Q 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: August 14, 2023 | By: | /s/ Mike Zaman | |
| Mike Zaman | |||
| Chief Executive Officer |
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 June 30, 2023 quarterly report on Form 10-Q 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: August 14, 2023 | 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 Quarterly Report of Crown Equity Holdings Inc. on Form 10-Q for the quarterly period ended June 30, 2023, 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: August 14, 2023 | 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 Quarterly Report of Crown Equity Holdings Inc. on Form 10-Q for the quarterly period ended June 30, 2023, 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: August 14, 2023 | By: | /s/ Kenneth Bosket | |
| Kenneth Bosket | |||
| Chief Financial 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.