The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
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 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 February 2016, the FASB issued ASU 2016-02 "Leases", which is codified in ASC 842 "Leases" and supersedes current lease guidance in ASC 840. These provisions require lessees to put a right-of-use asset and lease liability on their balance sheet for operating and financing leases that have a term of more than one year. Expense will be recognized in the income statement similar to current accounting guidance. For lessors, the ASU modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities will need to disclose qualitative and quantitative information about their leases, including characteristics and amounts recognized in the financial statements. These provisions are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We adopted the provisions on January 1, 2019, including interim periods subsequent to the date of adoption. Entities are required to use a modified retrospective approach upon adoption to recognize and measure leases at the beginning of the earliest comparative period presented in the financial statements. Since all the leases were finance leases, there was no effect on the financial statements when ASC 842 was adopted.
In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation, to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments for employees, with certain exceptions. Under the new guidance, the cost for nonemployee awards may be lower and less volatile than under current US GAAP because the measurement generally will occur earlier and will be fixed at the grant date. This update is effective for annual financial reporting periods, and interim periods within those annual periods, beginning after December 15, 2018, although early adoption is permitted. The Company adopted the standard effective January 1, 2019 and found the adoption did not have a material effect on our financial statements.
Crown Equity does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on their financial position, results of operations or cash flows.
Accounting Standards not yet Adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for us in our first quarter of fiscal 2023, and earlier adoption is permitted. We are currently evaluating the impact of our pending adoption of ASU 2016-13 on our 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.
Stock-Based Compensation
The Company accounts for stock-based compensation to employees in accordance with ASC 718 requiring employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company's common stock for common share issuances.
Revenue Recognition
The core principles of revenue recognition under ASC 606 include the following five criteria:
| 1. | Identify the contract with the customer |
| | |
| | Contract with our customers may be oral, written, or implied. A written and signed invoice stating the terms and conditions is the Company' preferred method. The terms of a written contract may be contained within the body of an invoice or in an email. No work is commenced without an understanding between the Company and our client that a valid contract exists. |
| 2. | Identify the performance obligations in the contract |
| | |
| | Our sales and account management teams define the scope of services to be offered, to ensure all parties are in agreement and obligations are being delivered to the customer as promised. The performance obligation may not be fully identified in a mutually signed contract, but may be outlined in email correspondence, face-to-face meetings, additional proposals or scopes of work, or phone conversations. |
| 3. | Determine the transaction price |
| | |
| | Pricing is discussed and identified by the operations team prior to submitting an invoice to the customer. |
| 4. | Allocate the transaction price to the performance obligations in the contract |
| | |
| | If a contract involves multiple obligations, the transaction pricing is allocated accordingly, during the performance obligation phase. |
| 5. | Recognize revenue when (or as) we satisfy a performance obligation |
| | |
| | The Company uses digital marketing that includes digital advertising, SEO management and digital ad support. We provide whether presenting a vibrant but simple message about our clients that will enlighten their audience or deploying an influential digital marketing campaign on our online site or across one or multiple social media platforms. Revenue is recognized when ads are run on Company's advertising platform. The company generates analytical reports monthly or as required to show how the ad dollars were spent and how the targeting resulted in click-through. The report satisfies the performance obligation, regardless of the outcome or effectiveness of the campaign. |
Sales are recognized when promised services are started in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Sales for service contracts generally are recognized as the services are being provided.
| | Six Months Ended June 30, 2022 | | | Six Months Ended June 30, 2021 | |
| | Third Party | | | Related Party | | | Total | | | Third Party | | | Related Party | | | Total | |
Advertising | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 7,650 | | | $ | 7,650 | |
Accounting | | | | | | | 2,000 | | | | 2,000 | | | | | | | | | | | | | |
Click Based and Impressions Ads | | | 247 | | | | - | | | | 247 | | | | 115 | | | | - | | | | 115 | |
Publishing and Distribution | | | 310 | | | | 150 | | | | 460 | | | | 4,560 | | | | - | | | | 4,560 | |
Server | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | $ | 557 | | | $ | 2,150 | | | $ | 2,707 | | | $ | 4,675 | | | $ | 7,650 | | | $ | 12,325 | |
Revenues was received through provided accounting services, click based and impression ads located on the Company’s websites, as well as from publishing and disseminating press releases.
| | June 30, | | | June 30, | |
| | 2022 | | | 2021 | |
| | | | | | |
Deferred Revenue | | $ | - | | | $ | 2,833 | |
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 June 30, 2022 and December 31, 2021.
Risk Concentrations
The Company does not hold cash in excess of federally insured limits.
During the six-month period ending June 30, 2022, 74% of the Company's revenues were from accounting services, of which 100% of the accounting revenue earned were through a related party of the Company, with 17% of the Company's revenues being received through the publishing and distribution of press releases, of which 6% of the publishing and distribution revenue received were also received through a Company related party, and the remaining 9% of the revenue earned was received from the display of click-based and impressions ads on the company's online site.
General and Administrative Expenses
Crown Equity's general and administrative expenses consisted of the following types of expenses during 2022 and 2021: 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 dispositions of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
Impairment of Long-Lived Assets
The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time value of money. No indications of impairments were identified in 2022 or 2021.
Basic and Diluted Net (Loss) per Share
| | Six Months June 30, 2022 | | | Six Months June 30, 2021 | |
Numerator: | | | | | | |
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc. | | $ | (510,422 | ) | | $ | (237,367 | ) |
Net (Loss) attributable to Crown Equity Holdings, Inc. | | $ | (510,422 | ) | | $ | (237,367 | ) |
| | | | | | | | |
Denominator: | | | | | | | | |
Weighted average common and common equivalent shares outstanding – basic and diluted | | | 13,333,692 | | | | 12,914,206 | |
| | | | | | | | |
Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.: | | | | | | | | |
Basic | | $ | (0.04 | ) | | $ | (0.02 | ) |
Diluted | | $ | (0.04 | ) | | $ | (0.02 | ) |
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, 2022, and 2021. The number of potential anti-dilutive shares excluded from the calculation shares for the period ended June 30, 2022, is 21,401,000.
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 21%. Crown Equity recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. As of June 30, 2021, and December 31, 2020, the Company has not reflected any amounts as a deferred tax asset due to the uncertainty of future profits to offset any net operating loss.
The Company's deferred tax assets consisted of the following as of June 30, 2021 and December 31, 2020:
| | June 30, 2022 | | | Dec 31, 2021 | |
Net operating loss | | $ | 860,447 | | | $ | 753,258 | |
Valuation allowance | | | (860,447 | ) | | | (753,258 | ) |
Net deferred tax asset | | | - | | | | - | |
Uncertain tax position
The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of June 30, 2022 and December 31, 2021.
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 cost for the periods ended June 30, 2022 and December 31, 2021.
Advertising Cost
The Company spent $0 for advertisement for the periods ended June 30, 2022 and 2021.
NOTE 2 – GOING CONCERN
As shown in the accompanying condensed consolidated financial statements, Crown Equity has an accumulated deficit of $13,927,290 since its inception and had a working capital deficit of $1,174,250, negative cash flows from operations and limited business operations as of June 30, 2022. These conditions raise 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.
Crown Equity continues to review its expense structure reviewing costs and their reduction to move towards profitability. Management plans to continue raising funds through debt and equity financing to grow the business to profitability. This financing may be insufficient to fund expenditures or other cash requirements. There can be no assurance that additional financing will be available to the Company on acceptable terms or at all. These financial statements do not give effect to adjustments to assets would be necessary for the Company be unable to continue as going concern.
NOTE 3 – PROPERTY AND EQUIPMENT
The Company's policy is to capitalize all property purchases over $1,000 and depreciates the assets over their useful lives of 3 to 7 years.
Property consists of the following on June 30, 2022 and December 31, 2021:
| | June 30, 2022 | | | Dec 31, 2021 | |
Computers – 3 year estimated useful life | | $ | 108,622 | | | | 108,622 | |
Less – Accumulated Depreciation | | | (102,645 | ) | | | (998,602 | ) |
Property and Equipment, net | | $ | 5,977 | | | | 10,020 | |
Depreciation has been provided over each asset's estimated useful life. Depreciation expense was $4,043, and $3,656 for the six months ended June 30, 2022 and 2021 respectively.
NOTE 4 – BROKERAGE ACCOUNT
As of June 30, 2022, the market value of the Company's account portfolio was $30,646. During the period ending June 30, 2022, $37,000 was transferred from the brokerage account to operating account. The opening value of the account was $325,794, resulting in losses in portfolio investment as follows:
Net loss on investment in securities account for the six months ended June 30, 2022 | | $ | 252,568 | |
Less – Net gain and losses recognized during 2022 on equity securities sold during the period | | $ | 252,568 | |
Unrealized losses recognized during 2022 on equities securities still held at June 30, 2022 | | $ | - | |
NOTE 5 – FINANCE LEASES
During 2019 and 2020, the Company borrowed an aggregate $9,985 and $7,357 under the following third-party and related party finance lease transactions:
• | A $9,985 note from a third party for the lease of fixed assets, bearing interest at 22%, amortized over 24 months with a payment of $498 in additional to a $22 management fee for a total monthly payment of $520. The lease has a bargain purchase option of $1 at the end of the lease term. |
The following is a schedule of the net book value of the finance lease.
Assets | | June 30, 2022 | |
Leased equipment under finance lease, | | $ | 108,622 | |
less accumulated amortization | | | (102,645 | ) |
Net | | $ | 5,977 | |
Liabilities | | June 30, 2022 | |
Obligations under finance lease (current) | | $ | 11,264 | |
Obligations under finance lease (noncurrent) | | | 1,708 | |
Total | | $ | 12,972 | |
Below is a reconciliation of leases to the financial statements.
| | Finance Leases | |
Leased asset balance | | $ | 5,977 | |
Liability balance | | | 12,972 | |
Cash flow (operating) | | | - | |
Cash flow (financing) | | | - | |
Interest expense | | $ | 1,615 | |
The following is a schedule, by years, of future minimum lease payments required under finance leases.
Years ended December 31 | | Finance Leases | |
2022 | | | 9,866 | |
2023 | | | 2,868 | |
Thereafter | | | - | |
Total | | | 12,734 | |
Less: Imputed Interest | | | (599 | |
Total Liability | | | 12,135 | |
Other information related to leases is as follows:
Lease Type | | Weighted Average Remaining Term | | Weighted Average Discount Rate (1) | |
Finance Leases | | 0.76 years | | | 16 | % |
Based on average interest rate of 16%, average term remaining (months) 13.67 Average term remain (years) 1.13.
(1) This discount rate is consistent with our borrowing rates from various lenders.
NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES
As of June 30, 2022, and December 31, 2021, the Company had unamortized discount of $0 and $0, respectively.
The Company analyzed the below convertible notes for derivatives noting none.
| | Original | | Due | | Interest | | | Conversion | | | Jun 30, | |
Name | | Note Date | | Date | | Rate | | | Rate | | | 2022 | |
| | | | | | | | | | | | | |
Related Party Notes Payable: | | | | | | | | | | | | | |
Jamie Hadfield | | 04/07/2022 | | 07/07/2022 | | | 12 | % | | $ | - | | | | 10,000 | |
Willy A Saint-Hilaire | | 03/12/2021 | | 03/12/2022 | | | 16 | % | | $ | - | | | | 800 | |
Willy A. Saint-Hilaire | | 02/28/2022 | | 07/28/2022 | | | 12 | % | | $ | - | | | | 4,500 | |
| | | | | | | | | | | | | | | | |
Third Party Convertible Notes Payable: | | | | | | | | | | | | | | | | |
Willy A Saint-Hilaire | | 04/06/2021 | | 04/06/2022 | | | 12 | % | | $ | - | | | | 2,500 | |
Willy A Saint-Hilaire | | 04/16/2021 | | 04/16/2022 | | | 12 | % | | $ | - | | | | 1,518 | |
Willy A Saint-Hilaire | | 04/21/2021 | | 04/21/2022 | | | 12 | % | | $ | - | | | | 1,110 | |
Shahram Khial | | 04/22/2021 | | 04/22/2022 | | | 12 | % | | $ | - | | | | 3,500 | |
Willy A Saint-Hilaire | | 04/30/2021 | | 04/30/2022 | | | 15.15 | % | | $ | - | | | | 2,750 | |
Willy A Saint-Hilaire | | 05/04/2021 | | 05/04/2022 | | | 15.15 | % | | $ | - | | | | 750 | |
Willy A Saint-Hilaire | | 05/21/2021 | | 05/21/2022 | | | 0 | % | | $ | - | | | | 4,600 | |
Total Convertible Related Party Notes Payable | | | | | | | | | | | | | | | 16,728 | |
Less: Debt Discount | | | | | | | | | | | | | | | 0 | |
Convertible Notes Payable, net of Discount - Related Party | | | | | | | | | | | | | | | 16,728 | |
Willy Ariel Saint-Hilaire
On March 12, 2021, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $9,332 at 16% interest. The company made principal reduction payments of $5,421, during the year ended period of December 31, 2021. As of March 31, 2022, the balance on this note is $2,012. With the additional payments totaling $1,212, during the second quarter period ending June 30, 2022, the balance on the note is $800
On April 6, 2021, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $2,500 at an interest rate of 12%. As of June 30, 2022, the principal balance on this note was $2,500.
On April 16, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $1,518 at an interest rate of 12%. As of June 30, 2022, the principal balance on this note was $1,518.
On April 21, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $1,109.83 at an interest rate of 12%. As of June 30, 2022, the principal balance on this note was $1,110.
On April 22, 2021, the Company entered into a convertible promissory note with Shahram Khial in the amount of $3,500 at an interest rate of 12%. As of June 30, 2022, the principal balance on this note was $3,500.
On April 30, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $2,750.00 at an interest rate of 15.15%. As of June 30, 2022, the principal balance on this note was $2,750.
On May 4, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $750 at an interest rate of 15.15%. As of June 30, 2022, the principal balance on this note was $750.
On May 21, 2021, the Company entered into a convertible promissory note with Willy A Saint-Hilaire in the amount of $7,280. As of March 31, 2022, the principal balance on this note was $4,900. With the additional payments totaling $300, during the second quarterly period ending June 30, 2022, the balance on the note is $4,600.
On February 28, 2022, the Company entered into a promissory note with Willy A Saint-Hilaire in the amount of $4,500 at an interest rate of 0 %. As of June 30, 2022, the principal balance on this note was $4,500.
Shahram Khial
On April 27, 2020, the Company entered into a convertible promissory note with Shahram Khial in the amount of $3,500. The note carries interest at 12% per annum. The holder has the right to convert principal of the note and accrued interest into Common shares. As of June 30, 2022, the balance on this note was $3,500.
Jamie Hadfield
On April 7, 2022, the Company entered into a promissory note with Jamie Hadfield in the amount of $10,000 at an interest rate of 12% . As of June 30, 2022, the principal balance on this note was $10,000.
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 $395 and $278 a month, on a month-to-month basis and can be cancelled at any time but expects to continue lease payments for the full 2022 year.
The Company entered into an agreement, effective January 1, 2020, to pay Arnulfo Saucedo-Bardan $5,000 per month for website development, design maintenance and other IT services and solutions.
On February 13, 2020, Munti Consulting LLC was issued a warrant at a price of $0.000025 per share ($25 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share. Exercisable after the first (1st) anniversary of the date of filing of the first Form S-1 filed with the U.S. Securities and Exchange Commission after the issuance of this Warrant.
On March 13, 2020, BBCKQK Trust Kevin Wiltz was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On March 13, 2020, Willy Ariel Saint--Hilaire was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On April 1, 2020, Addicted 2 Marketing LLC was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.
On April 28, 2020, Shahram Khial was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On May 4, 2020, Arnulfo Saucedo- Bardan was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On May 7, 2020, Arnold F. Sock was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On May 7, 2020 Rudy Chacon was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 7, 2020, Sadegh Salmassi was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020, Glen J. Rineer was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020 Barry Cohen was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020, Malcolm Ziman was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020 Brett Matus was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020 Brian D Colvin was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020 Jacob Colvin was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 11, 2020, Mohammad Sadrolashrafi was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On May 13, 2020 Steven A. Fishman was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 13, 2020 Wendell and Sharon Piper was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 19, 2020 Joan R. Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.
On May 19, 2020 Marvin A Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.
On May 20, 2020 Willy Rafael Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 27, 2020 James Bobrik was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 28, 2020 Richard R Shehane was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 29, 2020 Ybelka Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On June 3, 2020, Jeffery Connell was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.
On June 8, 2020 Hassan M. Oji was issued a warrant at a price of $0.000025 per share ($7.50 total) to purchase 300,000 shares of common stock at the exercise price of $0.60 per share.
On June 9, 2020, Kim Smith was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On June 12, 2020 Violet Gewerter was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On June 16, 2020, Roy S Worbets was issued a warrant at a price of $0.000025 per share ($5.00) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On June 19, 2020, Elvis E. Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On June 30, 2020, Chris Knudsen was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On July 1, 2020, Theresa Kitt was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On July 1, 2020, Donald Kitt was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On July 10, 2020, Shahram Khial was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On August 13, 2020, Monireh Sepahpour was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On August 18, 2020, Monica Shayestehpour was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On September 2, 2020, Hongsing Phou was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On September 8, 2020, Pejham Khial was issued a warrant at a price of $0.000025 per share $12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On September 15, 2020, Salvatore Marasa was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On September 21, 2020, Richard W LeAndro was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On September 21, 2020, Richard W LeAndro Jr was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000shares of common stock at the exercise price of $0.60 per share.
On September 25, 2020, Seyed M Javad was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On October 6, 2020, Nasrin Montazer was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On October 13, 2020, Jagjit Dhaliwal was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On January 3, 2021, Marjan Tina Suwarno & Reno Suwarno were issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
Summary of Warrants Issued:
Summary of Warrants Issued:
Issue Date | | Issued To | | Shares | | | Exercise price per share | | | Warrant price per share | | | Total Paid for Warrants | |
02/13/2020 | | Munti Consulting LLC | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
03/13/2020 | | BBCKQK Trust Kevin Wiltz | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
04/01/2020 | | Addicted 2 Marketing LLC | | | 100,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 2.50 | |
05/07/2020 | | Arnold F Sock | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
05/07/2020 | | Rudy Chacon | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/07/2020 | | Sadegh Salmassi | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/08/2020 | | Glen J Rineer | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/08/2020 | | Barry Cohen | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/13/2020 | | Steven A Fishman | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/13/2020 | | Wendell & Sharon Piper | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/27/2020 | | James Bobrik | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/28/2020 | | Richard R Shehane | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
06/03/2020 | | Jeffery Connell | | | 100,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 2.50 | |
06/08/2020 | | Hassan M Oji | | | 300,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 7.50 | |
06/09/2020 | | Kim Smith | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
06/12/2020 | | Violet Gewerter | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
06/16/2020 | | Roy S Worbets | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
06/30/2020 | | Chris Knudsen | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
07/01/2020 | | Donald Kitt | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
08/13/2020 | | Monireh Sepahpour | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
08/18/2020 | | Monica Shayestehpour | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
09/02/2020 | | Hongsing Phou | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
09/08/2020 | | Pejham Khial | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
09/15/2020 | | Salvatore Marasa | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
09/21/2020 | | Richard W LeAndro | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
09/21/2020 | | Richard W LeAndro Jr | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
09/25/2020 | | Seyed M Javad | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
10/06/2020 | | Nasrin Montazer | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
10/13/2020 | | Jagit Dhaliwal | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
01/03/2021 | | Marjan Tina Suwarno & Reno Suwarno | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
| | Total: | | | 12,300,000 | | | | | | | | | | | $ | 307.50 | |
Related Party: | | | | | | | | | | | | | | | | | | |
03/13/2020 | | Willy A Saint-Hilaire | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
04/28/2020 | | Shahram Khial | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
05/01/2020 | | Mike Zaman | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
05/01/2020 | | Montse Zaman | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
05/08/2020 | | Malcolm Ziman | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/08/2020 | | Brett Matus | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/11/2020 | | Mohammad Sadrolashrafi | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
05/04/2020 | | Arnulfo Saucedo-Bardan | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
05/08/2020 | | Brian D Colvin | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
05/08/2020 | | Jacob Colvin | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/19/2020 | | Joan R Saint-Hilaire | | | 100,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 2.50 | |
05/19/2020 | | Marvin A Saint-Hilaire | | | 100,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 2.50 | |
05/20/2020 | | Willy Rafael Saint-Hilaire | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
05/29/2020 | | Ybelka Saint-Hilaire | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
06/09/2020 | | Kenneth Cornell Bosket | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
06/19/2020 | | Elvis E Saint-Hilaire | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
07/01/2020 | | Theresa Kitt | | | 200,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 5.00 | |
07/10/2020 | | Shahram Khial | | | 500,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 12.50 | |
| | Total Related Party: | | | 9,100,000 | | | | | | | | | | | $ | 227.50 | |
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 March 1, 2020, Willy A Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On April 28, 2020, 2020, Shahram Khial was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On May 1, 2020, Mike Zaman was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On May 1, 2020, Montse Zaman was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On May 4, 2020 Arnulfo Saucedo-Bardan was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020, Malcolm Ziman was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020 Brian D Colvin was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020 Jacob Colvin was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 8, 2020 Brett Matus was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 11, 2020, Mohammad Sadrolashrafi was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
On May 19, 2020 Joan R Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.
On May 19, 2020 Marvin A Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($2.50 total) to purchase 100,000 shares of common stock at the exercise price of $0.60 per share.
On May 20, 2020 Willy Rafael Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On May 29, 2020 Ybelka Saint-Hilaire was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On June 9, 2020 Kenneth Cornell Bosket was issued a warrant at a price of $0.000025 per share ($25.00 total) to purchase 1,000,000 shares of common stock at the exercise price of $0.60 per share.
On July 1, 2020 Theresa Kitt was issued a warrant at a price of $0.000025 per share ($5.00 total) to purchase 200,000 shares of common stock at the exercise price of $0.60 per share.
On July 10, 2020, Shahram Khial was issued a warrant at a price of $0.000025 per share ($12.50 total) to purchase 500,000 shares of common stock at the exercise price of $0.60 per share.
The Company is periodically advanced operating funds from related parties with convertible notes payable. During the six months ended June 30, 2022, total convertible notes and not convertible notes from related parties was $16,028 and $15,300, respectively. The Company is also periodically advanced funds to cover account payables by direct payment of the account payables from related parties
The Company entered into an agreement, effective January 1, 2020, to pay Mike Zaman $20,000 per month for managerial services.
The Company entered into an agreement, effective January 1, 2020, to pay Kenneth Bosket $5,000 per month for administrative services.
The Company entered into an agreement, effective January 1, 2020, to pay Montse Zaman $5,000 per month for administrative services.
As of June 30, 2022, the Company has a balance of $1,029,690 of accounts and accrued expenses payable with related parties.
NOTE 9 – STOCK HOLDERS' DEFICIT
Common Stock
During the six months ending June 30, 2022, the Company issued the following:
| · | On March 9, 2022, the Company issued 20,000 restricted shares of common stock for a total of $10,000 in cash. The shares were sold at the price of $0.50 per share on the purchase date. |
| · | On May 3, 2022, the Company issued 8,000 restricted shares of common stock for a total of $4,000 in cash. The shares were sold at the price of $0.50 per share on the purchase date. |
| | |
On February 13, 2020, the Company granted non-qualified stock options to purchase up to 1,000,000 shares of common stock at an exercise price of $0.60 per share. The option to purchase can be exercised at or after the date of the Company's S1 registration filing of which date is yet to be determined.
On March 13, 2020, the Company granted non-qualified stock options to purchase up to 2,000,000 shares of common stock at an exercise price of $0.60 per share. The option to purchase can be exercised at or after the date of the Company's S1 registration filing of which date is yet to be determined.
Equity Incentive Plan
The Company's 2006 Equity Incentive Plan, as amended and restated (the "Equity Incentive Plan"), provides for grants of stock options as well as grants of stock, including restricted stock. Approximately 3.0 million shares of common stock are authorized for issuance under the Equity Incentive Plan, of which 3.0 million shares were available for issuance as of June 30, 2022
Preferred Stock
The Company has designated 1,000 shares of its preferred stock as Series A Preferred Stock. Each share of Series A Preferred shall have no dividend, voting or other rights except for the right to elect Class I Directors. As of June 30, 2022, the Company has 1,000 shares of Series A Preferred Stock outstanding.
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 2021.
The Company's deferred tax assets consisted of the following as of June 30, 2022, and December 31, 2021:
| | 2022 | | | 2021 | |
Net operating loss | | $ | 860,447 | | | $ | 753,258 | |
Valuation allowance | | | (860,447 | ) | | | (753,258 | ) |
Net deferred tax asset | | $ | - | | | $ | - | |
As of June 30, 2022, and December 31, 2021, the Company's accumulated net operating loss carry forward was approximately $4,097,367 and $3,586,945, respectively and will begin to expire in the year 2032. The deferred tax assets have been adjusted to reflect the recently enacted corporate tax rate of 21%.
NOTE 11 – SUBSEQUENT EVENTS
The are no subsequent events