WASHINGTON, D.C. 20549
CR GLOBAL HOLDINGS, INC.
CR operates in the U.S. residential real estate industry, which is approximately a $2.5 trillion industry based on 2021
transaction volume (i.e., average home sale price times number of new and existing home sale transactions). A substantial amount of our revenues come from serving buyers and sellers of existing homes.
According to NAR 2021 data,
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When analyzing the Home Search Process, for 41 percent of recent buyers, the first step that was taken in the home buying process was to look online at properties for sale, while 19 percent of buyers first contacted a real estate
agent;
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When buyers were searching for homes, they usually searched for 8 weeks, looked at around 8 homes in person and viewed only 3 of these homes online; and
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Almost all buyers used online tools in their search process at 95 percent.
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The vibrancy of how buyers and sellers utilize real estate agents and brokers is reflected by the NAR statistic which indicates that 87
percent of home buyers and 90 percent of home sellers worked with a real estate agent to buy or sell a home.
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According to NAR, online websites were seen as the most useful information source for home buyers and sellers at 95 percent in the home search
process.
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As indicated by NAR, the housing market will continue to appreciate. More listings are continuously appearing as the economy reopens, helping with inventory choices. However, the new listings are quickly taken out of
the market from heavy buyer competition. In a sign that housing continues to lead the economy forward, home prices are expected to continue to rise 5.7% this coming year.
As of their most recent releases, Zillow is forecasting a 0.5% decrease in existing home sale transactions for 2022 compared to 2021, with sales stabilizing around 6.09 million by the fourth quarter; but on the other
hand, they are still forecasting a 14.9% home value growth over the next 12 months. This shows that the housing market will remain very competitive in the year to come.
The residential real estate brokerage industry is highly competitive with low barriers to entry for new participants. With that, it is
our Company’s philosophy that focusing on recruitment and retention of
independent sales agents and independent sales agent teams must take a prominent role in advancing our business model in order to maintain and advance the business and financial results of
our Company. In general, competition for independent
sales agents in the residential real estate sector is very high and has intensified particularly for the high producing independent sales agents. Competition for independent sales agents is generally subject to numerous factors, including
remuneration and benefits, other expenses borne by independent sales agents, leads or business opportunities generated for the independent sales agent from the brokerage, independent sales agents’ perception of the value of the broker’s brand
affiliation, marketing and advertising efforts by the brokerage or franchisor, technology, continuing professional education, and other services provided by the brokerage.
We compete with three major categories of competitors:
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National independent real estate brokerages such as Keller Williams, ERA and Coldwell Banker Real Estate, franchisees of national and regional real estate franchisors, regional independent real estate brokerages, and discount and
limited service brokerages;
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Companies that employ technologies intended to disrupt the traditional brokerage model or eliminate agents from, or minimize the role they play in, the home sale transaction, such as through the reduction of brokerage commissions, such
as eXp World Holdings, Inc. and Realogy Holdings Corp.; and
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Other non-traditional models that operate outside of the brokerage industry, such as companies that leverage capital to purchase homes directly from sellers such as Compass, OpenDoor and Offerpad.
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Many of the competitors in our segment of the residential real estate market are much larger than us, with more capital to fund growth and survive downturns, and greater brand awareness. Some of our competitors are
also increasingly well-funded, which strengthens their competitive position and ability to offer aggressive compensation arrangements to top-performing sales agents. Moreover, a growing number of companies are competing in non-traditional ways
for a portion of the gross commission income generated by home sale transactions. For example, real estate listing aggregators and other web-based real estate service providers not only compete with our business by establishing relationships with
independent sales agents and/or buyers and sellers of homes, they also increasingly charge brokerages and independent sales agents for advertising on their sites.
As we expand into new markets across the U.S., our ability to position ourselves and successfully compete is important to our prospects for further growth. Our ability to compete may be affected by the recruitment,
retention and performance of independent sales agents, the location of offices and target markets, the services provided to independent sales agents, the fees charged to independent sales agents, the number and nature of competing offices in the
vicinity, affiliation with a recognized brand name, community reputation, technology and other factors. Our success may also be affected by national, regional and local economic conditions.
Canzell Realty has a registered trademark with the United States Patent and Trademark Office (“USPTO”) for the name “Chantel Ray” and logo of “CR”, as it relates to real estate and associated industries. Canzell
Realty has an approved trademark with the USPTO for the name and logo of “CANZELL” in the same space. We (or Canzell Realty) also own the rights to the domain names Canzell.com, JoinCanzell.com, Canzellluxury.com; Canzellhomes.com,
Canzellcloud.com, Canzellportal.com, Chantelray.com, CRcareers.com, CRREluxury.com and Chantelrayhomes.com.
We have transaction management software that helps agents conduct their listings and transactions from listing to closing. We also have lead generating CRM software we provide each agent to not only attract new
business but keep up with and nurture the business they have. We have an internal system powered by KV Core, a third-party software suite that we utilize, that includes an automated marketing center and all internal training and documentation an
agent would need. While we currently depend on our relationship with these third-party vendors to provide our services in the short-term, we believe other alternatives are available in the longer term, should they be needed, to license or develop
replacement technology.
If necessary, we will aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our intellectual property. We protect these rights through trademark law, the
maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.
While there can be no assurance that we will be able to protect our information, we intend to assert our intellectual property rights against any infringement. While an assertion of our rights could result in a
substantial cost and diversion of management effort, we believe the protection and defense against infringement of our intellectual property rights are essential to our business. There is also risk that someone else will claim that we are
violating their intellectual property rights, which could cost money and time to defend, even if successful.
According to NAR, seasonality plays an important role in the housing market since it has an impact on the housing demand and supply. One of the most turbulent changes that affects seasonality of the real estate
market is weather. NAR historical data indicates that sales activity between February and March increases at a higher percentage than does price increases. The busiest home selling months are the summer months of May, June, July and August. Among
these four months, June is typically the peak month of home selling activity. In contrast, the slowest months of selling activity are the winter months November, December, January and February.
In addition to aggregate trends in the real estate industry, the seasonality of a market varies from location to location. According to NAR, selling activity in the Midwest and Northeast gets much busier in the peak
season than in any other region in the United States.
Other considerations that have historically impacted the seasonal viability of the real estate market are factors such as holidays, national or global emergencies such as the current pandemic, the school year
calendar where parents are reluctant to entertain moving the family to another location, interest rates and overall macroeconomic considerations.
Our revenue and operating margins each quarter will remain subject to seasonal fluctuations, poor weather and natural disasters and macroeconomic market changes that may make it difficult to compare or analyze our
financial performance effectively across successive quarters.
We serve the residential real estate industry which is regulated by federal, state and local authorities as well as private associations or state sponsored associations or organizations. We are required to comply
with federal, state, and local laws, as well as private governing bodies’ regulations, which combined results in a highly regulated industry.
We are also subject to federal and state regulations relating to employment, contractor, and compensation practices. Except for certain employees who have an active real estate license, virtually all real estate
professionals in our brokerage operations have been retained as independent contractors, either directly or indirectly through third-party entities formed by these independent contractors for their business purposes. With respect to these
independent contractors, like most brokerage firms, we are subject to the Internal Revenue Service regulations and applicable state law guidelines regarding independent contractor classification. These regulations and guidelines are subject to
judicial and agency interpretation.
Real Estate Regulation - Federal
The Real Estate Settlement Procedures Act of 1974, as amended, (“RESPA”) became effective on June 20, 1975. RESPA requires lenders, mortgage brokers, or servicers of home loans to provide borrowers with pertinent and
timely disclosures regarding the nature and costs of the real estate settlement process. RESPA also protects borrowers against certain abusive practices, such as kickbacks, and places limitations upon the use of escrow accounts. RESPA also
requires detailed disclosures concerning the transfer, sale, or assignment of mortgage servicing, as well as disclosures for mortgage escrow accounts.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) moved authority to administer RESPA from the Department of Housing and Urban Development to the new Consumer Financial Protection
Bureau (“CFPB”). The Dodd-Frank Act increased regulation of the mortgage industry, including but not limited to:
(i) generally prohibiting lenders from making residential mortgage loans unless a good faith determination is made of a borrower’s creditworthiness based on verified and documented information;
(ii) enacting regulations to help assure that consumers are provided with timely and understandable information about residential mortgage loans and to protect consumers against unfair, deceptive,
and abusive practices; and
(iii) establishing minimum national underwriting guidelines for residential mortgages that lenders will be allowed to securitize without retaining any of the loans’ default risk. In February 2018,
the CFPB released a five-year strategic plan indicating that the CFPB intends to continue to focus on protecting consumer rights while engaging in rulemaking to address unwarranted regulatory burdens.
Under the current strategic plan, the CFPB would (i) provide “clear rules of the road” through rulemaking and amendments; (ii) foster a “culture of compliance” among businesses; (iii) engage in “vigorous
enforcement”; and (iv) educate consumers to make the best financial decisions.
Additionally, in a recent regulatory agenda, the CFPB indicated that it planned to review “inherited regulations” to ensure “outdated, unnecessary, or unduly burdensome regulations” are addressed and modernized. As a
result, the regulatory framework of RESPA applicable to our business may be subject to change. In addition, federal fair housing laws generally make it illegal to discriminate against protected classes of individuals in housing or brokerage
services.
Other federal laws and regulations applicable to our business include (i) the Federal Truth in Lending Act of 1969; (ii) the Federal Equal Credit Opportunity; (iii) the Federal Fair Credit Reporting Act; (iv) the
Fair Housing Act; (v) the Home Mortgage Disclosure Act; (vi) the Gramm-Leach-Bliley Act; (vii) the Consumer Financial Protection Act; (viii) the Fair and Accurate Credit Transactions Act; (ix) the Telephone Consumer Protection Act; and (x) state
and federal laws pertaining to the privacy rights of consumers, which affects how we collect and use customer information, including solicitation of new clients.
Real Estate Regulation - State and Local Level
Real estate and brokerage licensing laws and requirements vary from state to state. In general, all individuals and entities lawfully conducting businesses as real estate brokers, agents or sales associates must be
licensed in the state in which they carry on business and must at all times be in compliance.
Certain jurisdictions may require a person licensed as a real estate agent, broker, sales associate or salesperson, to be affiliated with a brokerage in order to engage in licensed real estate brokerage activities or
allow the agent, broker, sales associate or salesperson to work for the public, another agent or broker, sales associate or salesperson conducting business on behalf of the brokerage, sponsoring agent, broker, sales associate or salesperson.
Engaging in the real estate brokerage business requires obtaining a real estate brokerage license. In order to obtain this license, jurisdictions require that a member or manager be licensed individually as a real
estate broker in that jurisdiction. This member or manager is responsible for supervising the licensees and the entity’s real estate brokerage activities within the state.
Real estate licensees, whether they are brokers, salespersons, individuals, agents or entities, must follow the state’s real estate licensing laws and regulations. These laws and regulations generally specify minimum
duties and obligations of these licensees to their clients and the public, as well as standards for the conduct of business, including
contract and disclosure requirements, record keeping requirements, requirements for local offices, escrow trust
fund management, agency representation, advertising regulations and fair housing requirements.
In each of the states where we have operations, we assign appropriate personnel to manage and comply with applicable laws and regulations.
Most states have local regulations (city or county government) that govern the conduct of the real estate brokerage business. Local regulations generally require additional disclosures by the parties to a real estate
transaction or their agents or brokers, or the receipt of reports or certifications, often from the local governmental authority, prior to the closing or settlement of a real estate transaction as well as prescribed review and approval periods
for documentation and broker conditions for review and approval.
Beyond federal, state and local governmental regulations, the real estate industry is subject to rules established by private real estate groups and/or trade organizations, including, among others, NAR, state and
local Associations of REALTORS®, and local Multiple Listing Services. “REALTOR” and “REALTORS” are registered trademarks of the National Association of REALTORS®.
Each third-party organization generally has prescribed policies,
bylaws, codes of ethics or conduct, and fees and rules governing the actions of members in dealings with other members, clients and the public, as well
as how the third-party organization’s brand and services may or may not be deployed or displayed.
We assign appropriate personnel to manage and comply with third-party organization policies and
bylaws.
Properties
The principal office of
the Company is located at 4598 Broad Street in Virginia Beach, VA. The principal office also includes our marketing, accounting, and sales departments. The property is also owned by Chantel Ray
Assets, LLC, which leases the property to
the Company. The purpose of Chantel Ray Assets, LLC is to own the aforementioned property.
In addition to the principal office and sales office, we also lease office space located at 600 Eagleview Blvd. Suite 329, Exton, Pennsylvania, 19341, that we use as sales offices.
None of the leases are individually material to our business model and all have either an option to renew or are located in markets with adequate opportunities to continue business operations at terms satisfactory to
us.
Legal Proceedings
We are not involved in any litigation that we believe could have a material adverse effect on our financial position or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by
any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting
our Company or our officers or directors in their capacities as such.
Risk Factors
The Company faces risks and uncertainties that could affect us and our business as well as the real estate industry generally. These risks are outlined under the heading
“Risk Factors” contained in our Offering
Circular filed with the SEC on
July 6, 2021, as amended and/or supplemented from time to time (the
“Offering Circular”). The current Offering Circular may be accessed
here. The Offering Circular may be updated from time to time with future
filings under Regulation A. In addition, new risks may emerge at any time and
the Company cannot predict such risks or estimate the extent to which they may affect our financial performance. These risks could result in a decrease in the value of
shares of the Class B Common Stock.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion and analysis of our financial condition and results of consolidated operations should be read in conjunction with our consolidated financial statements and accompanying
notes included elsewhere in this Annual Report. Global Holdings, the direct parent of CR, does not conduct any operations other than with respect to its ownership of CR. This Management’s Discussion and Analysis of Financial Condition and Results
of Operations contains forward-looking statements. See “Statement Regarding Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results may differ
materially from those contained in any forward-looking statements.
Revenues
Our revenues for the fiscal year ended
December 31, 2021, were $7,656,886, representing an average of approximately 1,017 real estate transactions, as compared to the fiscal year ended
December 31, 2020, in which
revenues were $7,444,064, representing approximately 1,000 real estate transactions. The slight increase in average gross sales per transaction was a measurement of the impact of COVID-19. Due to the impact of COVID-19 causing housing supply to
remain at a historic low and prices to reach a historic high, revenue began to increase even though transactional count remained steady for the period ended
December 31, 2021.
Cost of Revenue
Agent split of commissions between the comparison years of 2020 and 2021 decreased as reflected by Cost of Revenue for fiscal year 2021 of $5,604,092 versus fiscal year 2020 of $4,278,492 reflected by an overall
increase in agent commission split. Agent commission split was increased to an 80% split to the agent, up from 70% to the agent. Their company contribution was reduced to $14,000 from $20,000, giving the agent more money, and less to
the company.
This was done in order to compete with other national real estate firms.
General Operating Expenses
Operating expenses decreased from 2020 to 2021 as a result of the continued efforts to streamline over-all expenses through focus on efficiencies across all departments. In 2020, we still had 3 brick-and-mortar
facilities open, including several leased spaces. We also had much more technology expenses in 2020, including, more Salesforce licenses purchased for agents to have personal
websites in addition to their CRM login as well as purchasing more
technology for the agents.
General & Administrative Expense
In comparison to 2020, an effort was made in 2021 to review and streamline many General and Administrative expenses resulting in a number of changes being made, including, bringing a significant portion of services
in-house in order to stabilize overall marketing costs.
Cashflow
Our cashflows are generated principally from commissions from real estate transactions.
Item 3. Directors and Officers
The table below sets forth the relevant information of our directors and executive officers as of
April 22, 2022 (the information on officers includes their starting dates with CR; the information on directors
includes their starting dates with Global Holdings):
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Name
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Position
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Age
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Term of Office
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Executive Officers:
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Chairperson, Chief Executive Officer
Chief Operating Officer
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47
38
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Since June 2011
Since January 2018
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Directors:
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Director
Director
Director
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47
38
42
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Significant Employees:
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Principal Broker
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42
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Since January 2018
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As of the date of this Annual Report, Global Holdings does not have employees. We include information that pertains to the management of CR, a wholly-owned subsidiary of Global Holdings.
The following is a biographical summary of the experience of our executive officers and directors:
Chantel Ray Finch started as a local Real Estate Agent in 2004. In 2011 she built her own brokerage firm, Chantel Ray Real Estate, Inc. and has served as President/CEO since its inception. She has consented to serve as
Chairperson of the Board of Directors for Global Holdings.
Along with her other experience, qualifications, and skills, Ms. Finch’s extensive experience as the Chief Executive Officer of
our Company, her knowledge of our operations, and keen awareness of the oversight
necessary to chart the strategic direction of
the Company, brings the needed depth to the board of directors necessary for
the company’s continued growth.
Heather Roemmich started with Chantel Ray in 2009 as an administrative assistant. She completed all requirements to become a real estate agent, selling as an agent affiliated with CR. She was subsequently invited to
serve in an operational role for
the Company. Over her 11 years with
the Company she was a Managing Partner for two of our office locations as well as standing in as the Director of Operations. In 2018, she was promoted to the role of Chief
Operating Officer and has consented to serve as one of the directors for Global Holdings.
We believe that Ms. Roemmich’s extensive real estate experience and her knowledge and oversight of the operations of
our Company qualify her to be one of our directors of Global Holdings.
John Mclaren became affiliated with CR in 2010 as a real estate agent. In his tenure, he became a Broker and now serves as the Principal Broker at CR. He has consented to serve as one of the directors of Global
Holdings.
We believe that Mr. Mclaren’s experience being that of the Principal Broker for CR qualifies him to serve as one of our directors.
Family Relationships
There are no family relationships among our executive officers and directors.
Involvement in Certain Legal Proceedings
None of our directors or executive officers have been involved in any of the following events during the past five years:
(a)
any bankruptcy petition filed by or against any business of which such person was a general partner
or executive officer either at the time of the bankruptcy or within two years prior to that time;
(b)
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offences);
(c)
being subject to any order, judgement, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
(d)
being found by
a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgement has not been reversed,
suspended, or vacated;
(e)
being the subject of, or a party to, any federal or state judicial or administrative order,
judgement, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulations; or (ii) any law or regulation respecting financial
institutions or insurance companies, including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;
or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(f)
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or
vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act or 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association,
entity or organization that has disciplinary authority over its members or persons associated with a member.
Compensation of Directors and Executive Officers
The chart below includes the aggregate remuneration for the fiscal year ended
December 31, 2021 of CR’s executive officers. CR is a wholly-owned subsidiary of Global Holdings.
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Name
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Capacities in which compensation was received (e.g., CEO, director, etc.) ($)
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Cash Compensation ($)
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Other Compensation ($)(1)
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Total Compensation ($)
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CEO
COO
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$125,004
$127,002
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$0
$0
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$125,004
$127,002
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(1) |
The Company intends to grant equity compensation in the form of stock grants to its officers and directors. The actual type and amounts of equity compensation to be paid to the Company’s officers and directors has not yet been
determined.
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Director Compensation
Our directors who are employed by us do not receive any additional compensation for serving on our Board. We have three directors. We currently do not pay our directors any cash compensation for their services as
board members.
Employment Agreements
We have employment agreements with each of
Chantel Ray Finch, our President and Chief Executive Officer, and
Heather Roemmich, our Chief Operating Officer. Ms. Finch is paid an annual base salary of $125,000 and is
eligible to receive an annual bonus of 10% of net profit based on achievement of goals and objectives established by
the Company. Ms. Roemmich is paid an annual base salary of $125,000 and is eligible to receive an annual bonus of 10% of net
profit based on achievement of goals and objectives established by
the Company. In the event either Ms. Finch or Ms. Roemmich is terminated by
the Company without cause or by said executive for good reason,
the Company will pay the executive in
accordance with its regular payroll practice following the date of termination.
Item 4. Security Ownership of Management and Certain
Securityholders
The following tables set forth information about the beneficial ownership of our Class A common and Class B shares of stock as of
April 22, 2022. Unless otherwise noted below the address of each beneficial owner listed
on the tables is c/o CR Global Holdings, Inc., 4598 Broad Street.,
Virginia Beach,
VA 23462.
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Title of Class
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Name and Address of beneficial owner
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Amount and nature of beneficial ownership
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Amount and nature of beneficial ownership acquirable (1)
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Percent of class (2)
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Class A Common
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100,000 Class A Common @ $20 per share
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100,000 Class A Common @ $20 per share
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100%
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Class B Common
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2,000,000 Class B Common
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2,000,000 Class B Common
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79.0%
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Class B Common
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250,500 Class B Common
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250,500 Class B Common
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9.9%
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(1)
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Includes shares of our Class A common stock or Class B common stock for which the holder power to vote or dispose of the shares or the has the right to acquire beneficial ownership within 60 days. With respect to Heather Roemmich,
includes 200,500 issued, unvested shares of Class B common stock, of which 500 shares vest in September 2024 and 200,000 shares vest in March 2025 if Ms. Roemmich remains employed as of such dates. |
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(2)
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Based on 100,000 shares of Class A common stock and 2,531,376 shares of Class B common stock outstanding as of April 22, 2022. Of the 2,531,376 shares of Class B common stock outstanding as of April 22, 2022, 481,376 represent issued,
unvested shares of Class B common stock. |
Ownership Amount and Percent
As of
April 22, 2022, the amount and percent held by officers and directors as a group was 100% of the issued and outstanding shares of Class A common stock and 89.7% of the issued and outstanding shares of Class B
common stock.
Voting amount and Percent
Because of the disparate voting rights (Class A is entitled to 20 votes per share),
Chantel Ray Finch will be entitled to 4,000,000 votes out of 4,531,376 total votes on any matter put to a shareholder vote, which is
88.3%. The officers and directors as a group will be entitled to 4,270,683 votes out of 4,531,376 total votes on any matter put to a shareholder vote, which is 94.2%.
Item 5. Interest of Management and Others in Certain
Transactions
Set forth below is a description of certain relationships and related person transactions during the years ended
December 31, 2021 and
2020 and year-to-date 2022, between us or our
subsidiaries, and our directors,
executive officers and shareholders that involve an amount that exceeds $50,000. We believe that all of the following transactions were entered into with terms as favorable as could have been obtained from unaffiliated third parties.
Stock Purchase and Sale; Stock Issuances
To create the holding company structure,
Chantel Ray Finch sold her 100% interest in Canzell Realty, Inc. to CR Global Holdings, Inc. This was accomplished by a sale of her stock in Canzell Realty. The Board of
Directors of Global Holdings determined that the consideration received by Global Holdings, consisting of the stock of Canzell Realty, was adequate for the issuance of 100,000 shares of Class A common stock at $20.00 per share and 2,000,000 shares
of Class B common stock at $1.00 per share (for a total of $4,000,000). Ms. Finch is the Founder, Chief Executive Officer, and a Director of Global Holdings.
To issue 50,000 shares of Class B common stock to
Heather Roemmich, prior to the creation of the holding company structure and prior to Global Holdings’ acquisition of the stock of Canzell Realty, the Board of
Directors of Global Holdings determined that the consideration received by Global Holdings, consisting of $500 was adequate. Ms. Roemmich is a long-time key employee and currently Chief Operating Officer and a Director of Global Holdings.
Each of these events implicates a “director’s conflicting interest” transaction because each is a transaction involving Global Holdings to which a director of Global Holdings is a party. The parties believe that in
each case there has been disclosure of (i) the existence and nature of each of the directors’ conflicting interest, and (ii) all facts known to the involved directors respecting the subject matter of the transaction that a director free of such
conflicting interest would reasonably believe to be material in deciding whether to proceed with the transaction. The parties further believe that both of the transactions are fair to Global Holdings taking into appropriate account whether they
were fair in terms of the directors’ dealings, and comparable to what might have been obtained in an arm’s length transaction given the consideration received by Global Holdings. As a non-listed company conducting an exempt offering pursuant to
Regulation A+, Global Holdings is not subject to a number of corporate governance requirements, and accordingly does not have a Board of Directors comprising “independent directors” as defined under such requirements.
Canzell Realty, Inc.
Title Company Joint Ventures
CR Title Team, LLC:
CR Title Team, LLC is a joint venture between Canzell Realty, Inc. and Jones, Walker and Lake, P.C. When-ever a client purchases title insurance through CR Title, after expenses, the profit is split 50/50 each month.
The total payout to Canzell Realty, Inc. based upon net profit as of
December 31, 2021, was $63,692.60.
United Title Group, LLC:
United Title Group, LLC is a joint venture between Canzell Realty, Inc. and Priority Title and Escrow, an un-affiliated company. Whenever a client purchases title insurance through United Title Group, LLC, after
ex-penses, the profit is split 50/50 each month. The total payout to Canzell Realty, Inc. based upon net profit as of
December 31, 2021, was $20,305.00.
Cavalier Title Services, LLC:
Cavalier Title Services, LLC is a joint venture between Canzell Realty, Inc. and Jones, Coleman and Coleman, P.C. Whenever a client purchases title insurance through Cavalier Title, after expenses, the profit is split
50/50 each month. The total payout to Canzell Realty, Inc. based upon net profit as of
December 31, 2021, was $55,628.00.
Process Mortgage, LLC
Process Mortgage, LLC is a joint venture between Processing, LLC, a company wholly owned by
Chantel Ray Finch, and Movement Mortgage. Whenever a client closes a loan with Process Mortgage, LLC, after expenses, the
profit is split 50/50 each month. The total payout to Processing, LLC based upon net profits as of
December 31, 2021, was $88,610.74.
Leases
Below are properties currently owned by Chantel Ray Assets, LLC, a company wholly owned by Chantel Ray, that are leased back to CR:
Canzell Realty, Inc. pays annually $120,000 in lease payments to CR Assets, LLC for the lease of the office space.
Item 6. Other Information
None.
Item 7. Financial Statements
