Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
(Mark
One)
xQUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
quarterly period ended September 30, 2007
OR
oTRANSITION
REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF
1934
From
the
transition period from ___________ to ____________.
Commission
File Number 0-29935
CROWN
EQUITY HOLDINGS INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
33-0677140
(State
or
other jurisdiction of incorporation or organization)(IRS Employer Identification
No.)
9680
Tropicana Blvd. Suite 117, Las Vegas, Nevada 89147
(Address
of principal executive offices)
(702)
448-1543
(Issuer's
telephone number)
(Former
name, former address and former fiscal year, if changed since last
report)
27430
Riverside Lane, Valencia, CA 91354
Indicate
by check mark whether the registrant (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 registrant was required to file such reports),
and
(2) has been subject to such filing requirements for the past 90 days:
Yes
x
No
o
As
of
November 10, 2007 there were 53,244,650 shares of Common Stock of the issued
and
outstanding.
Item
1. Financial
Statements
Crown
Equity Holdings Inc.
CONSOLIDATED
BALANCE SHEETS
(unaudited)
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September
30, 2007
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December
31, 2006
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|
ASSETS
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|
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|
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Cash
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$
|
744
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|
$
|
27
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|
Total
assets
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|
$
|
744
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|
$
|
27
|
|
|
|
|
|
|
|
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|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
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|
|
|
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|
|
|
|
|
|
|
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|
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|
Current
liabilities:
|
|
|
|
|
|
|
|
Accounts
payable
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|
$
|
15,767
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|
$
|
25,228
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|
Accounts
payable - related party
|
|
|
72,268
|
|
|
24,994
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|
Notes
payable
|
|
|
12,700
|
|
|
-
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|
Advances
- other
|
|
|
116,812
|
|
|
101,607
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|
Total
liabilities
|
|
|
217,547
|
|
|
151,829
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|
|
|
|
|
|
|
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|
Stockholders’
deficit:
|
|
|
|
|
|
|
|
Common
stock, .001 par value, 500,000,000 shares
authorized,
53,244,650 shares issued and outstanding, respectively
|
|
|
53,240
|
|
|
53,240
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|
Additional
paid in capital
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|
|
2,833,730
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|
|
2,833,730
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|
Accumulated
deficit
|
|
|
(3,103,773
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)
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|
(3,038,772
|
)
|
Total
stockholders’ deficit
|
|
|
(216,803
|
)
|
|
(151,802
|
)
|
Total
liabilities and stockholders’ deficit
|
|
$
|
744
|
|
$
|
27
|
|
See
accompanying notes to the financial statements
Crown
Equity Holdings Inc.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(unaudited)
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|
Three
Months Ended
September
30,
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Nine
Months Ended
September
30,
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|
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|
2007
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2006
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2007
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2006
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Operating
expenses:
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|
|
|
|
|
|
|
|
|
|
|
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General
and administrative
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$
|
22,600
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|
$
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13,190
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$
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65,001
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$
|
44,548
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|
|
|
|
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|
|
|
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Net
loss
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$
|
(22,600
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)
|
$
|
(13,190
|
)
|
$
|
(65,001
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)
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$
|
(44,548
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)
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Net
loss per share:
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Net
loss basic and diluted
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$
|
(0.00
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)
|
$
|
(0.00
|
)
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$
|
(0.00
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)
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$
|
(0.00
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)
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Weighted
average shares outstanding:
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Basic
and diluted
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53,244,650
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|
53,244,650
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|
|
53,244,650
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|
|
53,244,650
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|
See
accompanying notes to the financial statements
Crown
Equity Holdings Inc.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(unaudited)
|
|
Nine
months ended
September
30,
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|
2007
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|
2006
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|
Cash
flows from operating activities:
|
|
|
|
|
|
|
|
Net
loss
|
|
$
|
(65,001
|
)
|
$
|
(44,548
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)
|
Adjustments
to reconcile net loss to cash used
by
operating activities:
|
|
|
|
|
|
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|
Net
change in:
|
|
|
|
|
|
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Accounts
payable
|
|
|
(9,461
|
)
|
|
35,646
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|
Accounts
payable - related party
|
|
|
47,274
|
|
|
-
|
|
Cash
flows used in operating activities
|
|
|
(27,188
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)
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|
(8,902
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)
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Cash
flows from financing activities:
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|
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Net
advances from a related party
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15,205
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|
|
-
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Borrowing
on debt
|
|
|
12,700
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|
8,902
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Cash
provided by financing activities
|
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27,905
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|
8,902
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Net
increase in cash
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|
717
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-
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Cash,
beginning of period
|
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|
27
|
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|
-
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Cash,
end of period
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$
|
744
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|
$
|
-
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|
See
accompanying notes to the financial statements
Crown
Equity Holdings Inc.
NOTES
TO CONSOLIDATED
FINANCIAL STATEMENTS
(unaudited)
NOTE
1 -
BASIS OF PRESENTATION
The
accompanying unaudited consolidated interim financial statements of Crown Equity
Holdings Inc. (“Crown Equity”) have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules
of
the Securities and Exchange Commission (“SEC”), and should be read in
conjunction with the audited financial statements and notes thereto contained
in
the Company’s December 31, 2006 Annual Report filed with the SEC on Form 10-KSB.
In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
end December 31, 2006 as reported on Form 10-KSB, have been
omitted.
In
July,
2007, Crown Equity formed a wholly-owned subsidiary, Crown Trading Systems,
Inc.
(“CTS”), a Nevada corporation. For the nine months ended September 30, 2007, CTS
recorded no revenues and incurred $839 of general and administrative expenses.
The
consolidated financial statements include the accounts of Crown Equity and
CTS.
All significant intercompany transactions and balances have been eliminated.
NOTE
2 -
GOING CONCERN
As
shown
in the accompanying financial statements, we incurred a net loss of $65,001
during the nine months ended September 30, 2007, have an accumulated deficit
of
$3,103,773 and a working capital deficit of $216,803 as of September 30, 2007.
These conditions raise substantial doubt as to our ability to continue as a
going concern. Management is trying to raise additional capital through sales
of
common stock. The financial statements do not include any adjustments that
might
be necessary if we are unable to continue as a going concern.
NOTE
3 -
NEW ACCOUNTING PRONOUNCEMENTS
In
June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109” (FIN 48). This Interpretation
provides guidance on recognition, classification and disclosure concerning
uncertain tax liabilities. The evaluation of a tax position requires recognition
of a tax benefit if it is more likely than not it will be sustained upon
examination. We adopted this Interpretation effective January 1, 2007. The
adoption did not have a material impact on our consolidated financial
statements
NOTE
4 -
NOTE PAYABLE
During
the quarter ended March 31, 2007, we borrowed $12,700 from an unrelated third
party. The loan is due April 1, 2008 and accrues interest at 12% per annum.
Amounts outstanding under this agreement subsequent to April 1, 2008 are subject
to interest at 18% per annum.
NOTE
5 -
STOCK SPLIT
During
the quarter ended June 30, 2007, we instituted a one-for-ten forward split
of
our common stock. All references to common stock and per share data have been
retroactively restated to account for the one-for-ten forward stock split.
Item
2. MANAGEMENT’S DISCUSSION AND ANALYSIS
This
report contains 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. The Company’s actual results could differ
materially from those set forth on the forward looking statements as a result
of
the risks set forth in the Company’s filings with the Securities and Exchange
Commission, general economic conditions, and changes in the assumptions used
in
making such forward looking statements.
OVERVIEW
Crown
Equity Holdings Inc. (the "Company") was incorporated on August 31, 1995 as
"Visioneering Corporation" under the laws of the State of Nevada, to engage
in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions.
During
the quarter ended September 30, 2007, we formed a wholly-owned subsidiary,
Crown
Trading Systems, Inc. ("CTS"), a Nevada corporation. We formed CTS for the
purpose of building and selling computer systems for financial traders who
are
engaged in the business of Internet equity trading. We have developed a system
that allows as many as 16 monitors to operate off of its system. We are
presently working on increasing the number of monitors from 16 to 24.
As
part
of our business plan, we have engaged three independent contractors to perform
this work for hire for our subsidiary. Additionally, we, through our subsidiary,
have entered into reselling and license agreements with major Internet computer
component companies which will allow us to engage in Internet commerce.
We
are
presently sharing office space with the Company's majority shareholder, Crown
Partners, Inc., in Las Vegas, Nevada. We have agreed to pay half the rent to
Crown Partners for this space, which will cost the Company approximately $423
a
month. We believe that this space is sufficient for our needs at present. CTS's
website is www.crowntradingsystems.com.
During
the quarter ended June 30, 2007, we instituted a one-for-ten forward split
of
common stock.
RESULTS
OF OPERATIONS
For
the
three months ended September 30, 2007 and 2006, we had no revenue and a net
loss
of $22,600 and $13,190, respectively. General and administrative expense
increased $9,410 to $22,600 for the three months ended September 30, 2007
compared to the same period in 2006.
For
the
nine months ended September 30, 2007 and 2006, we had no revenue and a net
loss
of $65,001 and $44,548, respectively. General and administrative expense
increased $20,453 to $65,001 for the nine months ended September 30, 2007
compared to the same period in 2006. The increase is primarily attributable
to
increased accounting and legal expenses as well as expenses incurred in the
formation and operations of the Company's wholly-owned subsidiary, Crown Trading
Systems, Inc., a Nevada corporation.
We
anticipate that until a business combination is completed with an acquisition
candidate, we will not generate revenues and may operate at a loss after
completing a business combination, depending upon the performance of the
acquired business.
We
will
attempt to carry out its business plan as discussed above; however, we cannot
predict to what extent its lack of liquidity and capital resources will hinder
its business plan prior to the consummation of a business combination.
LIQUIDITY
AND CAPITAL RESOURCES
At
September 30, 2007, we had minimal assets, total liabilities of $217,547,
shareholders' deficit of $3,103,773 and a negative working capital of $216,803.
Further, there are no agreements or understandings with regard to loan
agreements by or with the Officers, Directors, principals, affiliates or
shareholders of the Company.
During
the quarter ended March 31, 2007, we borrowed $12,700 from an unrelated third
party. The loan is due April 1, 2008 and accrues interest at 12% per annum.
Amounts outstanding under this agreement subsequent to April 1, 2008 are subject
to interest at 18% per annum.
Our
existing capital is not sufficient to meet our cash needs, including the costs
of compliance with the continuing reporting requirements of the Securities
Exchange Act of 1934, as amended. As shown in the accompanying financial
statements, we incurred a net loss of $65,001 for the nine months ended
September 30, 2007, have an accumulated deficit of $3,103,773 and a working
capital deficit of $216,803 as of September 30, 2007. These conditions raise
substantial doubt as to our ability to continue as a going concern. Management
is trying to raise additional capital through sales of common stock. The
financial statements do not include any adjustments that might be necessary
if
we are unable to continue as a going concern.
EMPLOYEES
As
of
September 30, 2007, we had no employees.
ITEM
3.
CONTROLS AND PROCEDURES
As
required by Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange
Act"), we carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of December 31, 2006.
This evaluation was carried out under the supervision and with the participation
of our Chief Executive Officer and Chief Financial Officer. Based on their
evaluation of our disclosure controls and procedures we concluded that 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.
Specifically, during the annual audit of our December 31, 2006 financial
statements, our independent auditors identified deficiencies in our internal
controls and disclosure controls related to expense recognition and issuances
of
our common stock. We are in the process of improving our internal controls
in an
effort to remediate these deficiencies through improving supervision and
training of our accounting staff. We are continuing our efforts to improve
and
strengthen our control processes and procedures to fully remedy these
deficiencies. Our management and directors will continue to work with our
auditors and other outside advisors to ensure that our controls and procedures
are adequate and effective. There have been no significant changes in our
internal controls or in other factors that could significantly affect internal
controls subsequent to the date we carried out our evaluation.
There
were no significant changes in our internal controls over financial reporting
that occurred during the last fiscal quarter that has materially affected,
or is
reasonably likely to materially affect, internal controls over financial
reporting.
PART
II
Items
No.
1, 2, 3, 4 and 5 - Not Applicable.
Item
No.
6 - Exhibits and Reports on Form 8-K
(a)
The
Company filed two reports on Form 8-K, on August 23, 2007 and September 10,
2007, during the quarter ended September 30, 2007.
(b)
Exhibits
None
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.
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CROWN
EQUITY
HOLDINGS INC. |
|
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|
|
By: |
/s/
Claudia Zaman |
|
Claudia
Zaman, CEO, CFO |
|
|
Date:
November 14, 2007