SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
OR
[_]TRANSITION 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
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
27430 Riverside Lane, Valencia CA 91354
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(Address of principal executive offices)
(661) 287-3772
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(Issuer's telephone number)
MICRO BIO-MEDICAL WASTE SYSTEMS, INC.
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(Former name, former address and former fiscal year, if changed since last
report)
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 [_]
As of November 1, 2006 there were 5,324,465 shares of Common Stock of the issued
and outstanding.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CROWN EQUITY HOLDINGS, INC.
(FORMERLY MICRO BIO-MEDICAL WASTE SYSTEMS, INC.)
BALANCE SHEETS
(UNAUDITED)
September 30, December 31,
2006 2005
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ASSETS
Total Assets $ -- $ --
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses $ 32,105 $ 178,630
Advances - related party 98,451 89,549
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Total current liabilities 130,556 268,179
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STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value, 500,000,000 shares
authorized, 5,324,465 and 4,825,465 shares issued
and outstanding 5,324 4,824
Additional paid in capital 2,808,317 2,626,646
Accumulated deficit (2,944,197) (2,899,649)
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Total Stockholders' Deficit (130,556) (268,179)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ -- $ --
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CROWN EQUITY HOLDINGS, INC.
(FORMERLY MICRO BIO-MEDICAL WASTE SYSTEMS, INC.)
STATEMENTS OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
2006 2005 2006 2005
----------- ----------- ----------- -----------
Costs and Expenses:
General and administrative $ 13,190 $ 6,938 $ 44,548 $ 32,999
----------- ----------- ----------- -----------
Net loss $ (13,190) $ (6,938) $ (44,548) $ (32,999)
=========== =========== =========== ===========
Net loss per share:
Net loss basic and diluted $ (0.00) $ (0.00) $ (0.01) $ (0.01)
=========== =========== =========== ===========
Weighted average shares
outstanding:
Basic and diluted 5,324,465 4,824,465 5,086,370 4,830,917
=========== =========== =========== ===========
CROWN EQUITY HOLDINGS, INC.
(FORMERLY MICRO BIO-MEDICAL WASTE SYSTEMS, INC.)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
(UNAUDITED)
2006 2005
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (44,548) $ (32,999)
Adjustments to reconcile net deficit to cash used
by operating activities:
Provision for advances receivable - related party 20,000 --
Net change in:
Accounts payable and accrued expenses 35,646 12,999
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CASH FLOWS USED IN OPERATING ACTIVITIES -- (8,902)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net advances from a related party 8,902 --
--------- ---------
NET DECREASE IN CASH -- --
Cash, beginning of period -- --
--------- ---------
Cash, end of period $ -- $ --
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ -- $ --
Income taxes paid -- --
NON-CASH FLOW INFORMATION
Common stock issued for accounts payable 182,171 --
CROWN EQUITY HOLDINGS, INC.
(FORMERLY MICRO BIO-MEDICAL WASTE, INC.)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Crown Equity Holdings
Inc. 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, and should be read in conjunction with the audited
financial statements and notes thereto contained in the Company's registration
statement 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, 2005 as reported in Form 10-KSB, have
been omitted.
NOTE 2 - STOCK ISSUED IN EXCHANGE FOR ACCOUNTS PAYABLE
During May 2006, Crown Equity Holdings issued 500,000 shares valued at $182,171
to a vendor for $182,171 of accounts payable owed to the vendor.
NOTE 3 - SUBSEQUENT EVENT
On October 3, 2006, the Company changed its name from "Micro Bio-Medical
Waste Systems, Inc." to "Crown Equity Holdings Inc."
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.
GENERAL
Crown Equity Holdings Inc. formerly known as Micro Bio-Medical Waste Systems,
Inc. (the "Company") was incorporated on August 31, 1995 as "Visioneering
Corporation" in Nevada, to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and
acquisitions.
In December, 2003, the Company entered into an Agreement with its majority
shareholder, Crown Partners, Inc. ("Crown") to acquire Crown's wholly owned
subsidiary, Sanitec Services of Hawaii, Inc. ("SSH"). The Company was obligated
to pay Crown the sum of $550,000 and issue five percent of its common stock to
Crown. As part of this transaction, the Company made a non-refundable deposit to
Crown of $45,521. From this deposit, Crown agreed to allow the Company to
advance $20,000 to SSH and to use the balance of the deposit to fund the
Company's operations. The Company is obligated to repay this $45,521 to Crown.
The Company was unable to raise the funds necessary to complete this transaction
and SSH was forced to cease operations. The Company is seeking other acquisition
candidates. Additionally, the Company owes an additional $53,000 to Crown for
expenses Crown has paid on the Company's behalf.
The Company presently shares office space provided to it at no cost by a
shareholder of the Company.
As of September 30, 2006, the Company had no employees.
RESULTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 2005
There were no revenues or cost of revenues for the three and nine months ended
September 30, 2006 and 2005, respectively. The Company's expenses for the three
months ended September 30, 2006 were approximately $13,190, representing general
and administrative expenses. The Company recorded a net loss of ($13,190) for
the three months ended September 30, 2006. The Company's expenses for the three
months ended September 30, 2005 were $6,938 representing general and
administrative costs and the Company recorded a net loss of ($6,938) for the
three months ended September 30, 2005. The net loss per share was $0.00 for the
three months ended September 30, 2006 compared to a net loss of $0.00 per share
for the three months ended September 30, 2005.
The Company's expenses for the nine months ended September 30, 2006 were
$44,548, representing general and administrative expenses. The Company recorded
a net loss of ($44,548) for the nine months ended September 30, 2006. The
Company's expenses for the nine months ended September 30, 2005 were $32,999
representing general and administrative costs. The Company recorded a net loss
of $(32,999) for the nine months ended September 30, 2005. The net loss per
share was $0.01 for the nine month period ended September 30, 2006 compared to a
net loss of $0.01 for the nine month period ended September 30, 2005.
As of September 30, 2006, the Company had no assets. The Company's current
liabilities at September 30, 2006 were approximately $131,000.
The Company anticipates that until a business combination is completed with an
acquisition candidate, it will not generate revenues and may operate at a loss
after completing a business combination, depending upon the performance of the
acquired business.
The Company will attempt to carry out its business plan as discussed above. The
Company cannot predict to what extent its lack of liquidity and capital
resources will hinder its business plan prior to the consummation of a business
combination.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has experienced no significant change in liquidity
or capital resources or stockholders equity other than the receipts of proceeds
from offerings of its capital stock. The Company received $250,000 from an
offering conducted under Rule 504 of Regulation D in 1999. The Company also
raised approximately $158,000 from the issuance of 7,200,000 shares of the
Company's common stock prior to 1997. In 1997, the Company raised an additional
$345,000 from the sale of its common stock. The Company's balance sheet as of
September 30, 2006 reflects limited assets and limited liabilities. Further,
there exist no agreements or understandings with regard to loan agreements by or
with the Officers, Directors, principals, affiliates or shareholders of the
Company.
The Company is continuing to search for suitable merger candidates or other
businesses to become involved in so that it can commence operations and generate
revenues to continue paying its bills.
The Company will attempt to carry out its plan of business and hopes to enter
into a business combination with another entity. The Company cannot predict to
what extent its lack of liquidity and capital resources will hinder its business
plan prior to the consummation of a business combination.
NEED FOR ADDITIONAL FINANCING
The Company's existing capital is not sufficient to meet its cash needs,
including the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934, as amended. Once a business combination is
completed, the Company's need for additional financing is likely to increase
substantially.
No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any funds will be
available to the Company' to allow it to cover its expenses.
The Company might seek to compensate providers of services by issuing common
stock in lieu of cash.
DESCRIPTION OF PROPERTIES
The Company presently shares office space provided to it at no cost by a
shareholder of the Company.
EMPLOYEES
As of September 30, 2006, the Company has no employees. The Company utilizes the
services of consultants as needed.
Inflation
The Company's results of operations have not been affected by inflation and
management does not expect inflation to have a significant effect on its
operations in the future.
ITEM 3. CONTROLS AND PROCEDURES
Based on the evaluation of the Company's disclosure controls and procedures by
Mr. Eirik Hjelle, both the chief executive officer and chief accounting officer
of the Company, as of a date within 90 days of the filing date of this quarterly
report, such officer has concluded that the Company's disclosure controls and
procedures are effective in ensuring that information required to be disclosed
by the Company in the reports that it files or submits under the Securities and
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported, within the time period specified by the Securities and Exchange
Commission's rules and forms.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II
Items No. 1, 2, and 3 - Not Applicable.
Item 4 - Submission of Matters to a Vote of Security Holders
On October 3, 2006, the Company's majority shareholder, holding a total of 64%
of the Company's issued and outstanding shares of common stock, consented to the
change of name from "Micro Bio-Medical Waste Systems, Inc." to "Crown Equity
Holdings Inc."
Item 5 - Other Matters
On September 1, 2006, Charles Smith resigned as President, CFO and director of
the Corporation. Eirik Hjelle was elected to replace Mr. Smith as director and
was appointed CEO and CFO. Additionally, the Board was increased to four and
Harold Gewerter was appointed to fill the resulting vacancy on the Board of
Directors.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits - None.
b) Reports on Form 8-K
There were four reports on Form 8-K filed during the quarter ended
September 30, 2006, three relating to the change of auditors and one relating to
the change in directors and officers.
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CROWN EQUITY HOLDINGS INC.
By /s/ Eirik Hjelle
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Eirik Hjelle, CEO, CFO
Date: November 14, 2006