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.
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES
Nature of Business
Crown Equity Holdings Inc. ("Crown Equity" or the "Company") was incorporated in August 1995 in Nevada. The Company offers through its digital network of websites, advertising branding, marketing solutions and other services to boost customer awareness, as well as merchant visibility as a worldwide online multi-media publisher. The Company focuses on the distribution of information for the purpose of bringing together its audience with the advertisers that want to reach them. Its advertising services cover and connect a range of marketing specialties, as well as provide search engine optimization for clients interested in online media awareness. Crown Equity Holdings' objective is making its endeavor known as CRWE WORLD into a global online news and information source, as well as a global one stop shop for various distinct products and services. The Company also offers services to companies seeking to become public entities in the United States, as well as providing various consulting services to companies and individuals dealing with corporate structure and operations globally.
In 2010, the Company formed two subsidiaries Crown Tele Services, Inc. and CRWE Direct, Inc. Crown Tele Services Inc. will provide voice over IP messaging at a competitive price to other competitors and CRWE Direct will provide its client with direct sales of products. This entity was divested at the end of 2017.
In 2011, the Company formed a wholly owned subsidiary CRWE Real Estate Inc. CRWE Real Estate Inc. will hold real estate. CRWE Real Estate Inc., Crown Tele Services, Inc. and CRWE Direct, Inc. were sold in December of 2016 for aggregate consideration of $100, resulting in a gain of $5,967.
In 2016, the company sale of the subsidiaries is not considered to be a strategic shift since there were minimal activities during the year in the subsidiaries.
Assets | | | - | |
Intercompany | | | - | |
Total Assets sold | | | - | |
| | | | |
Cash | | | 100 | |
Payable assumed by buyer | | | 5,867 | |
Total Consideration | | | 5,967 | |
| | | | |
Gain on sale of subsidiaries | | | 5,967 | |
On January 27, 2020, the Company re-acquired from AVOT the online business iB2BGlobal.com since company 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.
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 2016-3, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instructions (ASU 2016-13), which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-3 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.
In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-6”), which simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. Upon adoption, a convertible debt instrument will be accounted for as a single liability at amortized cost unless (a) the convertible instrument contains features that require bifurcation as a derivative under ASC 815, Derivatives and Hedging, or (b) the convertible debt instrument was issued at a substantial premium. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020-6 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. The new guidance is effective for public entities excluding smaller reporting companies in fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The company adopted early ASU 2020-6 on January 1, 2022.
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 ASU 2018-07 Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of share-based payments using the Black-Scholes option-pricing model for common stock options and the closing price of the company's common stock for common share issuances.
Revenue Recognition
The core principles of revenue recognition under ASC 606 include the following five criteria:
| 1. | Identify the contract with the customer |
| | |
| | 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
| | December 31, 2022 | | | December 31, 2021 | |
| | Third Party | | | Related Party | | | Total | | | Third Party | | | Related Party | | | Total | |
Advertising | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 10,200 | | | $ | 10,200 | |
Click Based and Impression Ads | | $ | 475 | | | $ | - | | | $ | 475 | | | $ | 517 | | | $ | - | | | $ | 517 | |
Publishing and Distribution | | $ | 310 | | | $ | 150 | | | $ | 460 | | | $ | 3,660 | | | $ | 1,283 | | | $ | 4,943 | |
Accounting | | $ | - | | | $ | 2,000 | | | $ | 2,000 | | | $ | - | | | $ | - | | | $ | - | |
| | $ | 785 | | | $ | 2,150 | | | $ | 2,935 | | | $ | 4,177 | | | $ | 11,483 | | | $ | 15,660 | |
Revenues are received through advertising, click-based, and impression ads located on the Company’s websites, as well as from the publishing and disseminating of news and press releases.
| | December 31, | | | December 31, | |
| | 2022 | | | 2021 | |
| | | | | | |
Deferred Revenue | | $ | - | | | $ | - | |
Deferred revenue is based on cash received or billings in excess of revenue recognized until revenue recognition criteria are met. Client prepayments are deferred and recognized over future periods as services are delivered or performed.
Accounts Receivable and Allowance for Doubtful Accounts
The Company establishes an allowance for bad debts through a review of several factors including historical collection experience, current aging status of the customer accounts, and financial condition of our customers. The Company does not generally require collateral for our accounts receivable. There were no accounts receivable and allowance for doubtful accounts as of December 31, 2022 and 2021.
Investments
The Company values its trading investments at market value based on the trading price at the balance sheet date. Any gains and losses are recorded in the period the gain or loss occurred. Investments include common stocks, exchange traded funds and money market mutual funds. Equity investments with readily determinable fair values are recorded as Trading Securities at Fair Value on the Balance Sheets. Changes in the fair value of such equity securities are reported in the Statements of Income.
Risk Concentrations
As of December 31, 2022, 68% of the Company’s revenues were received through accounting services rendered, and 100% of the rendered accounting services revenue was received through a related party. 16% of the revenues received were from publishing and distribution services rendered by the Company, while 33% of the publishing and distribution revenue was received through a related party. The remaining revenue of 16% was from the displaying of click-based and impressions ads located on the company’s websites.
During the year ending period of 2022, 73% of its revenues originated from a single related party with 27% of the revenue coming from third parties.
During the year ending period of December 31, 2021, 65% of the Company’s revenues were received through advertisement services, and 100% of the advertisement revenue received from advertisement services was through a related party. 32% of the revenues were from the Company’s publishing and distribution services, while 8% of the publishing and distribution services revenue was received through a related party. The remaining revenue of 3% was from the displaying of click-based and impressions ads located on the company’s websites.
General and Administrative Expenses
Crown Equity's general and administrative expenses consisted of the following types of expenses during 2022 and 2021. Compensation expense, payroll expense, rent, travel and entertainment, legal and accounting, utilities, web sites, office expenses, depreciation, and other administrative related expenses.
Property and Equipment
Property and equipment are carried at the cost of acquisition or construction and depreciated over the estimated useful lives of the assets. Costs associated with repair and maintenance are expensed as incurred. Costs associated with improvements which extend the life, increase the capacity, or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
Impairment of Long-Lived Assets
The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is determined based on either expected future cash flows at a rate we believe incorporates the time value of money. No indications of impairments were identified in 2022 or 2021.
Basic and Diluted Net (Loss) per Share
| | December 31, | |
| | 2022 | | | 2021 | |
Numerator: | | | | | | |
Net (Loss) attributable to common shareholders of Crown Equity Holdings, Inc. | | $ | (739,975 | ) | | $ | (450,793 | ) |
Net (Loss) attributable to Crown Equity Holdings, Inc. | | $ | (739,975 | ) | | $ | (450,793 | ) |
| | | | | | | | |
Denominator: | | | | | | | | |
Weighted average common and common equivalent shares outstanding – basic and diluted | | | 13,346,912 | | | | 12,989,835 | |
| | | | | | | | |
Earnings (Loss) per Share attributable to Crown Equity Holdings, Inc.: | | | | | | | | |
Basic | | $ | (0.06 | ) | | $ | (0.03 | ) |
Diluted | | $ | (0.06 | ) | | $ | (0.03 | ) |
When an entity has a net loss, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, we have utilized basic shares outstanding to calculate both basic and diluted loss per share for the years ended December 31, 2022 and 2021.
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 December 31, 2022, and December 31, 2021, 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 December 31, 2022 and December 31, 2021:
| | Dec. 31, 2022 | | | Dec. 31, 2021 | |
Net operating loss | | $ | 908,653 | | | $ | 753,258 | |
Valuation allowance | | | (908,653 | ) | | | (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 December 31, 2022 and 2021.
Fair Value of Financial Instruments
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expense and other current assets, accounts payable, accrued expenses and notes payable reported on the accompanying consolidated balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.
An entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value using a hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy prioritized the inputs into three levels that may be used to measure fair value.
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in markets that are not active.
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Our cash and brokerage accounts are measured at fair value on a recurring basis and estimated as follows.
December 31, 2021 | | Total | | | Level 1 | | | Level 2 | | | Level 3 | |
| | | | | | | | | | | | |
Cash | | $ | 4,320 | | | $ | 4,320 | | | $ | - | | | $ | - | |
Investments in trading securities | | | 558,945 | | | | 558,945 | | | | - | | | | - | |
Total | | $ | 593,265 | | | $ | 593,265 | | | $ | - | | | $ | - | |
December 31, 2022 | | | | | | | | | | | | |
| | | | | | | | | | | | |
Cash | | $ | 2,930 | | | $ | 2,930 | | | $ | - | | | $ | - | |
Investments in trading securities | | | 0.00 | | | | 0.00 | | | | - | | | | - | |
Total | | $ | 2,930 | | | $ | 2,930 | | | $ | - | | | $ | - | |
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 years ended December 31, 2022 and 2021.
Advertising Cost
The Company spent no money for advertisement for the years ended December 31, 2022 and 2021.
Depreciation expense was $7,513 and $5,485 for the years ended December 31, 2022 and 2021, respectively.
NOTE 2 – GOING CONCERN
As shown in the accompanying financial statements, Crown Equity an accumulated deficit of $14,156,842 since its inception and had a working capital deficit of $1,382,838 negative cash flows from operations and limited business operations as of December 31, 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 at December 31, 2022 and 2021
| | December 31, 2022 | | | December 31, 2021 | |
Computers – 3 year estimated useful life | | $ | 108,622 | | | $ | 108,622 | |
Less – Accumulated Depreciation | | | (106,115 | ) | | | (98,602 | ) |
Property and Equipment, net | | $ | 2,507 | | | $ | 10,020 | |
Depreciation has been provided over each asset’s estimated useful life. Depreciation expense was $7,513 and $5,485 for the twelve months ended December 31, 2022 and 2021, respectively.
NOTE 4 – INVESTMENTS IN TRADING SECURITIES INVESTMENTS IN TRADING SECURITIES INVESTMENTS IN TRADING SECURITIES
As of December 31, 2022, the market value of the Company’s account portfolio, consisting of stocks only, was $0.00 offset by a margin loan of $0.00. The loan is collateralized by the securities in the account and carries 7.5% annual interest rate. The Company transferred $200,000 cash from accounts to brokerage account during the 3rd quarter of 2021. The Company invested in various industries within the Nasdaq and New York stock exchange. The margin loan interest was $4,617 for the year ended December 31, 2022.
As of December 31, 2021, the market value of the Company’s account portfolio, consisting of stocks only, was offset by a margin loan of $263,151. Since the margin loan was collateralized by the securities in the account, the brokerage firm sold the collateralized securities during January through April of the year 2022 to pay the margin loan owed.
As of December 31, 2021, the market value of the Company’s account portfolio, consisting of stocks only, was $588,945 offset by a margin loan of $263,151. The loan is collateralized by the securities in the account and carries 7.5% annual interest rate. The Company transferred $200,000 cash from accounts to brokerage account during the 3rd quarter of 2021 The Company invested in various industries within the Nasdaq and New York stock exchange. The margin loan interest was $1,257 for the year ended December 31, 2021.
Trading Securities | | Dec 31, 2022 | | | Dec 31, 2021 | |
Stocks | | $ | 0.00 | | | $ | 588,945 | |
NOTE 5 – CAPITAL LEASES
During the period ending December 31, 2022, the Company paid an aggregate of $15,301 toward capital lease balances.
The following is a schedule of the net book value of the finance lease.
Assets | | December 31, 2022 | |
Leased equipment under finance lease, | | $ | 73,883 | |
less accumulated amortization | | | (72,009 | ) |
Net | | $ | 1,874 | |
Liabilities | | December 31, 2022 | |
Obligations under finance lease (current) | | $ | 2,868 | |
Obligations under finance lease (noncurrent) | | | 0 | |
Total | | $ | 2868 | |
The following is a schedule, by years, of future minimum lease payments required under finance leases.
Years ended December 31 | | Finance Leases | |
| | | |
2023 | | | 3,038 | |
Thereafter | | | - | |
Total | | | | |
Less: Imputed Interest | | | 170 | |
Total Liability | | | 2,868 | |
NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLES
As of December 31, 2022 and 2021, the Company had unamortized discount of $0 and $0 respectively.
The Company analyzed the below convertible notes for derivatives noting none. The Company evaluated these convertible notes for beneficial conversion features and concluded that the beneficial conversion features resulted in a debt discount in the amount of $0.00, as of December 31, 2022.
| | Original | | Due | | Interest | | | Conversion | | | Dec. 31, | |
Name | | Note Date | | Date | | Rate | | | Rate | | | 2022 | |
| | | | | | | | | | | | | |
Related Party Notes Payable: | | | | | | | | | | | | | |
Willy A. Saint-Hilaire | | 03/12/2021 | | 03/12/2022 | | | 16 | % | | $ | - | | | | - | |
Willy A. Saint-Hilaire | | 02/28/2022 | | 02/28/2023 | | | 12 | % | | $ | - | | | | 4,500 | |
Mohammad Sadrolashrafi | | 11/17/2022 | | 11/17/2023 | | | 12 | % | | | | | | | 5,000 | |
Total Related Party Notes Payable | | | | | | | | | | | | | | | 9,500 | |
Related Party Convertible Notes Payable: | | | | | | | | | | | | | | | | |
Willy A. Saint-Hilaire | | 04/06/2021 | | 04/06/2022 | | | 12 | % | | $ | - | | | | 900 | |
Jamie Hadfield | | 04/07/2022 | | 04/07/2023 | | | 12 | % | | $ | - | | | | 10,000 | |
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 | % | | $ | - | | | | - | |
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 | % | | $ | - | | | | - | |
Mohammad Sadrolashrafi | | 09/09/2022 | | 09/09/2023 | | | 12 | % | | $ | - | | | | - | |
Mike Zaman Irrevocable Trust | | 12/25/2022 | | 12/25/2023 | | | 12 | % | | | | | | $ | 2,000 | |
Total Convertible Related Party Notes Payable | | | | | | | | | | | | | | | 19,028 | |
Less: Debt Discount | | | | | | | | | | | | | | | 0 | |
Convertible Notes Payable, net of Discount - Related Party | | | | | | | | | | | | | | | 19,028 | |
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 was $800. Two payments of $400 were made on July 12, 2022, and August 10, 2022, respectively. As of December 31, 2022, the principal balance on this note was $0.00.
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%. Four payments of $400 was made on September 19, 2022, October 21, 2022, November 21, 2022, and December 20, 2022, respectively. As of December 31, 2022, the principal balance on this note was $900.
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 December 31, 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 December 31, 2022, the principal balance on this note was $1,110.
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 December 31, 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 December 31, 2021, 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 was $4,600. During the third quarter $4,600 was paid. As of December 31, 2022, the principal balance on this note was $0.00.
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 %. On September 15, 2022, the interest for the note was amended to 12%. As of December 31, 2022, the principal balance on this note was $4,500.
Shahram Khial
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%. On October 31, 2022 the note was converted into shares of Company stock. As of December 31, 2022, the principal balance on this note was $0.00. The note was converted within the terms of the agreement and no gain or loss was recorded.
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 December 31, 2022, the principal balance on this note was $10,000.
Mohammad Sadrolashrafi
On September 9, 2022, the Company entered into a promissory note with Mohammad Sadrolashrafi in the amount of $5,000 at an interest rate of 12%. %. On October 21, 2022 the note was converted into shares of Company stock. As of December 31, 2022, the principal balance on this note was $0.00. The note was converted within the terms of the agreement and no gain or loss was recorded.
On November 17, 2022, the Company entered into a promissory note with Mohammad Sadrolashrafi in the amount of $5,000 at an interest rate of 12%. As of December 31, 2022, the principal balance on this note was $2,000.
Mike Zaman Irrevocable Trust
On December 25, 2022, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $2,000 at an interest rate of 12%. As of December 31, 2022, the principal balance on this note was $2,000.
Period ending December 31, 2021
| | Original | | Due | | Interest | | | Conversion | | | Dec. 31, | |
Name | | Note Date | | Date | | Rate | | | Rate | | | 2021 | |
| | | | | | | | | | | | | |
Related Party Notes Payable: | | | | | | | | | | | | | |
Willy A. Saint-Hilaire | | 03/12/2021 | | 03/12/2022 | | | 16 | % | | $ | - | | | | 3,912 | |
Related 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 | % | | $ | - | | | | 6,300 | |
Total Convertible Related Party Notes Payable | | | | | | | | | | | | | | | 18,428 | |
Less: Debt Discount | | | | | | | | | | | | | | | 0 | |
Convertible Notes Payable, net of Discount - Related Party | | | | | | | | | | | | | | | - | |
| | | | | | | | | | | | | | | | |
Third Party Non-Convertible Notes Payable: | | | | | | | | | | | | | | | | |
Small Business Administration – EIDL | | 04/30/2020 | | 04/30/2050 | | | 3.75 | % | | | | | | $ | 4,000 | |
Total Third Party Non-Convertible Notes Payable | | | | | | | | | | | | | | | 4,000 | |
NOTE 7 – COMMITMENTS AND CONTINGENCIES
The Company is obligated for payments under related party notes payable and automobiles lease payments.
The Company agreed to pay the automobile lease of $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 2023 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 500,000 shares 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.
Om January 3, 2021, Marjan Tina and Reno Suwarno 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.
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 | | | Jagjit Dhaliwal | | | 1,000,000 | | | $ | 0.60 | | | $ | 0.000025 | | | $ | 25.00 | |
01/03/2021 | | | Marjan Tina and 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 | |
| | | | | 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 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 %. On September 15, 2022, the interest for the note was amended to 12%. As of December 31, 2022, the principal balance on this note was $4,500.
On March 13, 2022, the Company entered into a Services Agreement with American Video Teleconferencing Corp (AVOT) to provide accounting services. The Company was compensated $2,000 for the services rendered.
On March 18, 2022, American Video Teleconferencing Corp. paid the Company $150 for press release services.
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 December 31, 2022, the principal balance on this note was $10,000.
On September 9, 2022, the Company entered into a promissory note with Mohammad Sadrolashrafi in the amount of $5,000 at an interest rate of 12%. On October 21, 2022, the note was converted into shares of Company stock. As of December 31, 2022, the principal balance on this note was $0.00. The note was converted within the terms of the agreement and no gain or loss was recorded.
On October 21, 2022, Mohammad Sadrolashrafi purchased 10,000 shares of common stock at $0.50 per share at a purchase price of $5,000.
On October 31, 2022, A promissory note that the Company entered into on April 22, 2021, with Shahram Khial in the amount of $3,500 at an interest rate of 12%. On November 2, 2022 the note was converted into shares of Company stock. As of December 31, 2022, the principal balance on this note was $0.00. The note was converted within the terms of the agreement and no gain or loss was recorded.
On November 2, 2022, Shahram Khial purchased 10,000 shares of common stock at $0.50 per share at a purchase price of $5,000.
On November 17, 2022, the Company entered into a promissory note with Mohammad Sadrolashrafi in the amount of $5,000 at an interest rate of 12%. As of December 31, 2022, the principal balance on this note was $2,000
On December 25, 2022, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $2,000 at an interest rate of 12%. As of December 31, 2022, the principal balance on this note was $2,000.
NOTE 9 – STOCKHOLDERS' EQUITY
Common Stock
During the period ending December 31, 2022, the Company issued 66,405 shares of common stock as follows:
Third Party:
| · | 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. |
| | |
Related Party: |
| | |
| · | On October 21, 2022, the Company issued 10,000 restricted shares of common stock for a total of $5,000 in cash. The shares were sold at the price of $0.50 per share on the purchase date. |
| · | On October 21, 2022, the Company issued 10,124 shares of common stock for the conversion of debt and accrued to interest at a conversion rate of fifty cents ($0.50) per share per dollar ($1.00) owed on the note that was for the amount of $5,062. The note was converted within the terms of the agreement and no gain or loss was recorded. |
| · | On October 31, 2022, the Company issued 8,281 shares of common stock for the conversion of debt and accrued to interest at a conversion rate of fifty cents ($0.50) per share per dollar ($1.00) owed on the note that was for the amount of $4,140. . The note was converted within the terms of the agreement and no gain or loss was recorded. |
| · | On November 2, 2022, the Company issued 10,000 restricted shares of common stock for a total of $5,000 in cash. The shares were sold at the price of $0.50 per share on the purchase date. |
During the period ended December 31, 2020, the Company granted non-qualified stock warrants purchasing up to 3,000,000 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 December 31, 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 December 31, 2022 and December 31, 2021, 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 2022 or 2021.
The Company's deferred tax assets consisted of the following as of December 31, 2022 and 2021:
| | 2022 | | | 2021 | |
Net operating loss | | $ | 908,653 | | | $ | 753,258 | |
Valuation allowance | | | (908,653 | ) | | | (753,258 | ) |
Net deferred tax asset | | $ | - | | | $ | - | |
As of December 31, 2022 and 2021, the Company's accumulated net operating loss carry forward was approximately $4,322,575 and $3,586,945. The deferred tax assets have been adjusted to reflect the recently enacted corporate tax rate of 21%.
NOTE 11 – SUBSEQUENT EVENTS
On January 11, 2023, the Company entered into a promissory note with Mike Zaman in the amount of $1,100 at an interest rate of 12%.
On January 23, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $2,500 at an interest rate of 12%.
On January 31, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $1,000 at an interest rate of 12%.
On February 14, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $10,000 at an interest rate of 12%.
On March 23, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $18,000 at an interest rate of 12%.