CROWN
EQUITY HOLDINGS, INC.
5440
WEST SAHARA SUITE 205
LAS
VEGAS, NEVADA 89146
INFORMATION
STATEMENT
NO VOTE
OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS
IS
REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE
NOT ASKING YOU FOR A PROXY AND YOU
ARE
REQUESTED NOT TO SEND US A PROXY
Dear
Shareholders:
This
Information Statement is furnished by the Board of Directors (the “Board”) of
Crown Equity Holdings, Inc. (the “Company”) to inform shareholders of the
Company of certain actions adopted by the Board and approved by shareholders
holding a majority in interest of the voting power of the Company. This
Information Statement will be mailed on approximately January 20, 2010 to
shareholders of record of the Company’s Common Stock as of December 31, 2009
(“Record Date”). Specifically, this Information Statement
relates to the Amendment and Restatement of the Company’s Articles of
Incorporation.
The
Company plans to amend and restate its Articles of Incorporation to provide for
a decrease in the authorized shares as well as authorizing the creation of a
class of preferred stock, par value $.001. The Board of Directors
adopted a proposal to file an Amended and Restated Certificate of Incorporation
in which certain existing provisions would be amended, certain existing
provisions would be retained, and certain new provisions would be added so as to
amend the Certificate of Incorporation of the Company to:
(a) change the authorized
capital stock by decreasing the number of authorized shares of Common Stock and
authorizing a class of Preferred Stock, par value $.001;
(b) add provisions
governing the Board of Directors;
(c) add a provision
limiting the liability of directors;
(d) permitting the votes
of interested directors to be counted in certain transactions;
(e) add a provision for
the indemnification of officers and directors; and
(f) add a provision
permitting the Board of Directors to approve future stock splits without a vote
of the stockholders without affecting the authorized capital stock.
In
addition to the foregoing additive amendments, the Restated Articles would
delete certain provisions which are not required in Restated Articles or which
are simply declaratory of authority provided in the Nevada Private Corporation
Act.
The
filing of the Amended and Restated Certificate of Incorporation with the Nevada
Secretary of State, which will implement the foregoing amendments, will not be
done until a date which is at least twenty (20) days after the mailing of this
definitive Information Statement. This Information Statement will be
sent on or about January 20, 2010 to the Company’s shareholders of record on the
Record Date who have not been solicited for their consent to this corporate
action.
This
Information Statement is being furnished to you to inform you of the actions
taken as required by rules and regulations of the Securities and Exchange
Commission, and, in addition, to satisfy any requirements of notice under the
Nevada Corporation Law. You are urged to read this Information
Statement in its entirety for a description of the actions taken by the Board of
Directors and approved by the majority shareholders of the Company.
Yours
truly,
/s/ Kenneth Bosket
This
Information Statement is to inform you of the actions taken by the Board of
Directors of the Company and approved by the majority shareholder of the
Company, on November 5, 2009 and to discuss the purposes and reasons for such
actions.
PURPOSES
OF
AMENDMENTS
OF CERTIFICATE OF INCORPORATION
The
Company was organized on August 31, 1995. Since then, the Company has
had several changes in its name and in its business, and with those changes,
there have been various amendments to the Articles of
Incorporation. As a result, the Articles of Incorporation as amended
must be pieced together from a number of documents containing the prior
amendments. At the same time, the Nevada Private Corporation Act has
been amended and certain provisions are either no longer required or are not
required in restated Articles. Also, the Company has determined that
the cost of maintaining the presently authorized capital of the Company is not
warranted. The Company also wishes to provide for a class of
preferred stock for future acquisitions, debt financing and other business
purposes.
In
summary, the purpose of filing the Amended and Restated Certificate of
Incorporation as discussed below in more detail is to decrease the number of
shares of common stock presently authorized as well as authorizing a class of
preferred stock. At the present time, the Company
is engaged in the business of providing financial public
relations services as well as distributing press releases and other news through
its websites.
The
filing of a Certificate of Amendment with the Nevada Secretary of State, which
will effect the foregoing amendment, will not be done until a date which is at
least twenty (20) days after the mailing of this definitive Information
Statement. This Information Statement will be sent on or about
January 20, 2010 to the Company’s shareholders of record on the Record Date who
have not been solicited for their consent to this corporate action.
VOTING
SECURITIES
The
Record Date of shareholders entitled to receive notice of this corporate action
by the Company is the close of business on December 31, 2009. The
amendments to the Certificate of Incorporation and its Restatement require the
affirmative vote of a simple majority of the issued and outstanding voting
stock. On such date, the Company had issued and outstanding
72,880,632 shares of its Common Stock. Accordingly, on the Record
Date, there were a total of 72,880,632 votes, and the Company has received a
majority of such votes (44,079,410) votes, or 60.5%) approving the Amendments
and the Restatement. Pursuant to Nevada law, there are no dissenter’s
or appraisal rights relating to the actions taken.
INTEREST
OF CERTAIN PERSONS IN MATTER BEING ACTED UPON
No director, executive officer,
associate of any director or executive officer, or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the amendment to the Certificate of Incorporation
described herein which is not shared by all other shareholders pro rata and in accordance
with their respective interests.
STOCK
OWNERSHIP/PRINCIPAL SHAREHOLDERS
The
following table sets forth information regarding the beneficial ownership of
shares of the Company’s Common Stock as of the Record Date by: (i) all
shareholders known to the Company to be beneficial owners of more than 5% of the
outstanding Common Stock; (ii) each director and executive officer; and (iii)
all officers and directors as a group. Except as may be otherwise
indicated in the footnotes to the table, each person has sole voting power and
sole dispositive power as to all the shares shown as beneficially owned by
them.
|
|
|
Number
of Shares
|
|
|
Percentage
|
|
|
Name & Address
|
|
as of 12/21/09
|
|
|
as of 12/21/09*
|
|
|
|
|
|
|
|
|
|
|
Crown
Marketing Corp.
|
|
|
44,079,410 |
|
|
|
60.48 |
% |
|
9663
St Claude Avenue
|
|
|
|
|
|
|
|
|
|
Las
Vegas NV 89148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
Onoue (1)
|
|
|
100,000 |
|
|
|
0.14 |
% |
|
5440
West Sahara Suite 205
|
|
|
|
|
|
|
|
|
|
Las
Vegas NV 89146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Montse
Zaman (1)
|
|
|
1,082,000 |
|
|
|
1.48 |
% |
|
5440
West Sahara Suite 205
|
|
|
|
|
|
|
|
|
|
Las
Vegas NV 89146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth
Bosket (1)
|
|
|
510,002 |
|
|
|
0.70 |
% |
|
5440
West Sahara Suite 205
|
|
|
|
|
|
|
|
|
|
Las
Vegas NV 89146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Arnulfo
Saucedo-Bardan (1)
|
|
|
770,000 |
|
|
|
1.06 |
% |
|
5440
West Sahara Suite 205
|
|
|
|
|
|
|
|
|
|
Las
Vegas NV 89146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lowell
Holden (1)
|
|
|
156,000 |
|
|
|
0.21 |
% |
|
5440
West Sahara Suite 205
|
|
|
|
|
|
|
|
|
|
Las
Vegas NV 89146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
Officers
& directors as a
|
|
|
|
|
|
|
|
|
|
Group
(5 persons)
|
|
|
2,618,002 |
|
|
|
3.59 |
% |
(1) Denotes
officer and/or director.
* The
securities "beneficially owned" by an individual are determined in accordance
with the definition of "beneficial ownership" set forth in the regulations
promulgated under the Exchange Act and, accordingly, may include securities
owned by or for, among others, the spouse and/or minor children of an individual
and any other relative who resides in the same home as such individual, as well
as other securities as to which the individual has or shares voting or
investment power or which each person has the right to acquire within sixty (60)
days through the exercise of options or otherwise. Beneficial
ownership may be disclaimed as to certain of the securities. This
table has been prepared based on 72,880,632 shares of Common Stock outstanding
as of December 21, 2009.
MANAGEMENT/EXECUTIVE
OFFICERS
The
Directors and Executive officers of the Company are identified in the table
below. Each Director serves for a one-year term or until a successor
is elected and has qualified. Currently, our Directors are not compensated for
their services.
|
Name
|
|
Age
|
|
Position
|
|
Arnulfo
Saucedo-Barden
|
|
37
|
|
Chairman
of the Board
|
|
Kenneth
Bosket
|
|
56
|
|
CEO/Director
|
|
Montse
Zaman
|
|
34
|
|
CFO/Secretary,
Director
|
|
Steven
Onoue
|
|
50
|
|
Director
|
|
Lowell
Holden
|
|
67
|
|
CFO/Director
|
Family
Relationships. There are no family relationships between any of the officers and
directors except that Mr. Saucedo-Bardan and Mrs. Zaman are brother and
sister.
Business
Experience. The following is a brief account of the business experience during
at the least the last five years of the directors and executive officers,
indicating their principal occupations and employment during that period, and
the names and principal businesses of the organizations in which such
occupations and employment were carried out.
KENNETH
BOSKET. Kenneth Bosket is a director of the Company. Mr. Bosket has
been CEO of the Company since June, 2008. Mr. Bosket retired in 2004 after 30
years with Sprint (Telecommunication Division). Mr. Bosket is co-founder of
JaHMa, a music company in Las Vegas, Nevada and a former Board Member and
President of Bridge Counseling Associates, a mental health and substance abuse
service company. His experience includes implementing appropriate procedures for
positioning his organization's goals with successful teaming relationships,
marketing and over 30 years of extensive customer service, as well as managing
various departments, and being a western division facilitator working directly
for a President of Sprint. Mr. Bosket has received numerous awards, such as the
Pinnacle Award for his exceptional service with his former employer combined
with his community service involvements. Mr. Bosket earned a Masters of Business
Administration from the University of Phoenix and a Bachelor's of Business
Administration from National University.
STEVEN
ONOUE. Mr. Onoue is a director of the Company. From 2000 until
August, 2009, Mr. Onoue was an officer and director of Crown Partners, Inc., the
former majority shareholder of the Company. As part of his duties
with Crown Partners, Mr. Onoue was formerly as vice president and manager of
Sanitec™ Services of Hawaii, Inc., a wholly-owned subsidiary of Crown Partners,
Inc. engaged in medical waste treatment and disposal, from 2000 until May,
2005. Prior to that, Mr. Onoue was the president of Cathay Atlantic
Trading Company in Honolulu, Hawaii which traded in hard commodities and acted
as consultant to many construction and renovation projects. Mr. Onoue acts as a
community liaison and legislative analyst to Rep. Suzuki of the State of Hawaii.
Mr. Onoue has been a registered securities professional as well as a being
involved in real estate in Hawaii for more than 15 years.
ARNULFO
SAUCEDO-BARDAN. Mr. Saucedo-Bardan is a businessman and developer and has been
self-employed for more than five years. Mr. Saucedo-Bardan is the brother of
Montse Zaman. ”
MONTSE
ZAMAN. Montse Zaman is the secretary and treasurer for the Company.
She worked for Zaman & Company, a private business consulting firm, as an
administrative assistant from 2003 until the end of 2008. She has an extensive
background in journalism and has a degree in Communications from Instituto
Superior De Ciencia Y Technologia A.C. in Mexico.
LOWELL
HOLDEN. Lowell Holden is CFO and Chief Accounting Officer of the
Company as well as a director. Since 2001, Mr. Holden has owned and
operating his own consulting firm, LS Enterprises, Inc., which provides
accounting and other services to businesses. Mr. Holden has a broad
range of business experience including managing, securing financing, structuring
of transactions, and is experienced and knowledgeable in managing relationships
with customers, financing institutions and stockholders. Mr. Holden also has a
background in assisting companies in fulfilling their financial auditing and SEC
reporting requirements. Mr. Lowell Holden has a Bachelor's of Science degree
from Iowa State University.
COMPENSATION
OF MANAGEMENT
During
the year ended December 31, 2008, the only director and/or officer who received
compensation from the Company was Montse Zaman who during 2008 received $31,300
directly and an additional $6,000 paid to the Montse Zaman Irrevocable Trust,
for a total of $37,500. Through September 30, 2009, the Company has
paid $13,250 in cash to Mr. Bosket and issued him a total of 332,500 shares of
the Company’s common stock valued at $33,250. Mrs. Zaman has received
$4,650 in cash and 1,080,000 shares of common stock, valued at $108,000, through
September 30, 2009. Mr. Saucedo-Bardan has received $15,350 in cash
and 569,000 shares of common stock valued at $56,900 through September 30,
2009.
Directors
are entitled to reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meeting of the Board of
Directors.
The
Company has no material bonus or profit-sharing plans pursuant to which cash or
non-cash compensation is or may be paid to the Company’s directors or executive
officers.
The
Company has no compensatory plan or arrangements, including payments to be
received from the Company, with respect to any executive officer or director,
where such plan or arrangement would result in any compensation or remuneration
being paid resulting from the resignation, retirement or any other termination
of such executive officer’s employment or from a change-in-control of the
Company or a change in such executive officer’s responsibilities following a
change-in-control and the amount, including all periodic payments or
installments where the value of such compensation or remuneration exceeds
$100,000 per executive officer.
During
2008, no funds were set aside or accrued by the Company to provide pension,
retirement or similar benefits for Directors or Executive Officers.
The
Company has no written employment agreements.
Termination
of Employment and Change of Control Arrangement. Except as noted herein, the
Company has no compensatory plan or arrangements, including payments to be
received from the Company, with respect to any individual names above from the
latest or next preceding fiscal year, if such plan or arrangement results or
will result from the resignation, retirement or any other termination of such
individual’s employment with the Company, or from a change in control of the
Company or a change in the individual’s responsibilities following a change in
control.
Compensation
Pursuant to Plans. Other than disclosed above, the Company has no plan pursuant
to which cash or non-cash compensation was paid or distributed during the last
fiscal year, or is proposed to be paid or distributed in the future, to the
individuals and group described in this item.
AMENDMENT
AND RESTATEMENT OF ARTICLES OF INCORPORATION
The
following are the changes to the Articles of Incorporation which were
recommended by the Company’s Board of Directors and approved by the shareholder
having a majority in interest of the voting power, together with the reasons for
such changes:
1. The
authorized capital structure is being changed. The proposed amendment
will provide for 490,000,000 shares of Common Stock and 10,000,000 shares of
undesignated preferred stock. At present, the Company is authorized
to issue 5,000,000,000 shares of common stock having a par value of $.001 per
share and no preferred stock. This is being changed to authorize the
Company to issue 10,000,000 shares of preferred stock having a par value of
$.001 per share and 490,000,000 shares of common stock also having a par value
of $.001 per share.
The
number of common shares authorized is being reduced because the Company believes
that it is unnecessary at the present time to have as many shares of common
stock authorized as the Company presently does and it will substantially reduce
the Company's annual fees with the State of Nevada by reducing the number of
authorized common shares.
The
Company is authorizing a class of preferred stock which the Company may utilize
in the future for the acquisition of assets, to acquire interests in other
companies, to raise capital or for debt financing, although the Company does not
have any present plans for authorizing or issuing any class of preferred
stock. Preferred Stock might also be used to raise capital for the
Company in the future. A future investor may desire certain terms and
conditions for the capital to be invested which can best be met through the
authorization and issuance of shares of preferred stock. These terms
and conditions may be superior to those afforded to shareholders of common stock
of the Company. The terms of the preferred shares cannot be stated or
estimated because no offering is presently contemplated. The terms of
the preferred shares to be issued, if any, including dividend or interest rates,
conversion prices, voting rights, redemption prices, maturity dates and similar
matters will be determined by the Board of Directors at the time of
issuance.
POTENTIAL
ANTI-TAKEOVER EFFECT
Although
the increased proportion of authorized but unissued shares to issued shares
could, under certain circumstances, have an anti-takeover effect (for example,
by permitting issuances that could dilute the stock ownership of a person
seeking to effect a change in the composition of the Board of Directors or
contemplating a tender offer or other transaction for the combination of the
Company with another company), the increase in our authorized capital through
the creation of a class of preferred stock is not
being undertaken in response to any effort of which the
Board of Directors is aware to accumulate shares of the Common Stock
or obtain control of the Company. The Board of Directors does not
currently contemplate the adoption of any other amendments to the Articles of
Incorporation that could be construed to affect the ability of third parties to
take over or change the control of the Company.
Authorized
but unissued shares of common stock and preferred stock would be available for
future issuance without our shareholders’ approval. These additional
shares may be utilized for a variety of corporate purposes including, but not
limited to, future public or direct offerings to raise additional capital,
corporate acquisitions and employee incentive plans. The issuance of
such shares may also be used to deter a potential takeover of the Company that
may otherwise be beneficial to shareholders by diluting the shares held by a
potential suitor or issuing shares to a shareholder that will vote in accordance
with the Company’s Board of Directors’ desires at that time. A
takeover may be beneficial to shareholders because, among other reasons, a
potential suitor may offer shareholders a premium for their shares of stock
compared to the then-existing market price.
2. An
Article will be added outlining the Board of Directors. The current
Articles of Incorporation lack any definition of the Board. The new
provision will set the number of directors at no fewer than one (1) and no more
than twenty-one (21), to be elected annually, with the proviso that a director
will serve until his successor is duly elected and qualified, although such
service is for more than a year. The provision will permit vacancies,
including vacancies resulting from an increase in the number of directors, to be
filled by the Board.
3. An
Article will be added limiting the liability of directors in accordance with the
authorization of the Nevada Corporation Law. The current Articles do
not contain any such limitation. Such a provision is considered a
requirement for the Company to recruit qualified directors, especially in the
absence of D&O insurance and given the Company’s lack of substantial assets
from which to provide meaningful indemnification.
4. An
Article will be added permitting the Company to enter into contracts with its
directors and with firms in which any of its directors are shareholders, owners,
directors, officers, or otherwise interested, provided that such contracts are
in the ordinary course of business, with interested directors being permitted to
vote on such transactions. The current Articles do not contain such a
provision. Although such authorization is in the Nevada Corporation
Law, it has been felt advisable to add the provision to the Articles of
Incorporation in view of the more likely potential for such eventuality arising,
given the Company’s new business plan than might otherwise be the
case. Any such contract will still be subject to the Board of
Director's review and approval and it must be determined that such a contract is
in the best interests of the Company and its shareholders before it will be
approved.
5. An
Article will be added adding provisions for indemnification of officers and
directors. The current Articles do not contain any provision for
indemnification. Such a provision is authorized by the Nevada
Corporation Law, and it is considered a requirement for the Company to recruit
qualified directors, especially in the absence of D&O
insurance.
6. An
Article will be added permitting the Board of Directors to authorize and declare
stock splits (reverse splits and forward splits) without a shareholder vote
without thereby impacting the number of shares of stock
authorized. The current Articles do not contain any such provision,
which is permitted by the Nevada Corporation Law. The Board desires
to provide for greater flexibility by permitting the declaration of splits
without requiring a vote of the shareholders, which can be time-consuming in
what may be a time-sensitive situation. The Nevada Corporation Law
gives the Board such authority, but also provides that in such an event, the
split would affect the authorized number of shares, not only the issued and
outstanding shares. This provision will allow the Board to take such
action without affecting the authorized number of shares. At present,
the Company has no plans to authorize or declare a reverse or forward stock
split of its common stock or to enter into any going-private
transaction.
7. Certain
existing Articles will be deleted:
(a)
Article 6, providing for non-assessment of stock is not required as the stock is
not assessable stock.
(b)
Article 8, providing for perpetual existence, is not required as the Nevada
Private Corporation Act provides for perpetual existence in the absence of a
provision for any other date.
(c)
Article 7, providing the names and addresses of the incorporators, is not
required in restated Articles.
(d)
Article 9, providing that the Board of Directors has the power to adopt and
amend, the corporation’s Bylaws, is not needed as this power is given
to the Board by the Nevada Private Corporation Act.
NOTE: The
Amended and Restated Articles of Incorporation as intended to be filed with the
Secretary of State of Nevada are attached hereto as an exhibit and made a part
hereof. Reference is hereby made to such exhibit for the
specific wording of each of the foregoing provisions.
ADDITIONAL
INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission (“SEC”). You may read and
copy any reports, statements or other information that we file at the SEC's
public reference rooms, including its public reference room located at Room
1024, 450 Fifth Street N.W., Washington, D.C. 20549. You may also obtain these
materials upon written request addressed to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further
information on its public reference rooms. Our public filings are also available
at the Internet web site maintained by the SEC for issuers that file
electronically with the SEC through the Electronic Data Gathering, Analysis and
Retrieval System (EDGAR) at www.sec.gov.
MISCELLANEOUS
We
request brokers, custodians, nominees and fiduciaries to forward this
Information Statement to the beneficial owners of our Common Stock and we will
reimburse such persons for their reasonable expenses in connection therewith.
Additional copies of this Information Statement may be obtained at no charge by
writing to us at our office address, 5440 West Sahara, Suite 205, Las Vegas,
Nevada 89146.
| |
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
/s/ Arnulfo
Saucedo-Bardan
|
|
| |
|
Chairman
of the Board
|
|
| |
|
|
|