Crown Equity (CRWE) S-1/AIPO registration (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

Amendment No. 1 

☒REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Commission File Number 000-29935

2741

(Primary Standard Industrial Classification Code Number)

11226 Pentland Downs Street, Las Vegas, NV 89141

(702) 683-8946

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Copies to:

Arnold F. Sock, Esquire

Box 25847

Los Angeles, CA 90025-0847

(310) 714-0747

(Name, address, including zip code, and telephone number, including area code, of agent for service)

As soon as practicable after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Crown Equity Holdings, Inc. may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities or soliciting offers to buy these securities in any state where the offer or sale is not permitted.

$50,000,000 (10,000,000 Units)

Each Unit Comprises One Share of Common Stock and Four Warrants to Purchase

One Share of Common Stock with each Warrant Having a Specified Exercisable Price

CROWN EQUITY HOLDINGS, INC.

COMMON STOCK

The total number of common stock shares registered will be 50,000,000. common shares being comprised of 10,000,000 common shares for the Units with 40,000,000 common shares underlying the warrants.

This is a public offering of Units of Crown Equity Holdings, Inc. (the Company), which relates to the offering of up to 10,000,000 Units, each Unit comprising one share of Common Stock having a price of $5.00 per share and four warrants per Unit that shall entitle the holder of each Unit to purchase four shares of common stock at an exercise price of $7.50 for the first share, $10.00 for the second share, $12.50 for the third share, and $15.00 for the fourth share as applicable to each warrant. The shares of common stock underlying the warrants will not exist unless the warrants are exercised.

Our Independent Registered Public Accounting Firm has raised substantial doubts about our ability to continue as a going concern.

This offering is a best efforts self-underwritten offering where the officers and directors will be selling the securities and relying on the safe harbor provisions under Rule 3a-1 of the Exchange Act of 1934.

Crown Equity Holdings, Inc. common stock is listed on the Pink Open Market under the symbol “CRWE.”

The securities offered in this prospectus involve a high degree of risk. You should consider the risk factor in the section entitled “Risk Factors” beginning on page 8 which should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is__________, 2023

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

When used herein, unless the context requires otherwise, references to “Crown Equity Holdings” the “Company,” “we,” “our” and “us” refer to Crown Equity Holdings, Inc., a Nevada corporation.

The registration statement on Form S-1 of which this prospectus forms a part and that we have filed with the U.S. Securities and Exchange Commission (the “SEC”), includes exhibits that provide more details of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto, or to which we have referred you, before making your investment decision. Neither we, nor the placement agent or any financial advisor engaged by us in connection with this offering, have authorized anyone to provide you with additional information or information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus is correct after the date of this prospectus.

You should not assume that the information contained in this prospectus, any prospectus supplement, or amendments thereto, as well as information we have previously filed with the SEC, is accurate as of any date other than the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

For investors outside the United States: Neither we, nor any placement agent or financial advisor engaged by us in connection with this offering, have taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside of the United States.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby, or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. To the extent, there is a conflict between the information contained in this prospectus and any prospectus supplement having a later date, the statement in the prospectus supplement having the later date modifies or supersedes the earlier statement.

Neither we, nor the placement agent have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Crown Equity Holdings, Inc.,” “Crown Equity,” “Crown Equity Holdings,” “CRWE”, “the company,” “we,” “us” and “our” in this prospectus refer to Crown Equity Holdings, Inc. All currency amounts in this prospectus are expressed in United States (“U.S.”) dollars, unless otherwise indicated. This is only a summary and may not contain all the information that is important to you. You should carefully read both this prospectus and any accompanying prospectus supplement, and any other offering materials, together with the additional information described under the heading “Where You Can Find More Information.”

About Us

We are an integrated media company focused on providing powerful solutions to enhance worldwide visibility and universal relevance, enabling companies to achieve accelerated growth and rapid results that span all the stages of a company's life cycles. Additionally, the Company is developing its CRWE WORLD and related digital properties into a global online community that will launch, manage, and own select businesses and projects.

The Company

Crown Equity Holdings, Inc. (the Company) was incorporated on August 31, 1995 under the laws of the State of Nevada with its principal executive office at 11226 Pentland Downs Street, Las Vegas, NV 89141, telephone (702) 683-8946. Our website can be found at crownequityholdings.com.

The Company is offering for sale a maximum of 10,000,000 Units at a price of $5.00 per Unit.  Each Unit comprises of one share of common stock and four warrants to each purchase one share of common stock with each warrant having a specified exercise price and expiration date. The total number of shares registered will be up to 50,000,000 common shares being comprised of up to 10,000,000 common shares and up to 40,000,000 common shares underlying the warrants, if the warrants are exercised resulting in a share issuance.

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our directors will be solely responsible for selling shares under this offering and no commission will be paid to them on any sales. There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. We do not have an arrangement in place for a market maker to file such and application and there is no guarantee that we will be able to find one to do so.

Company’s History

Crown Equity Holdings, Inc. (the Company) was formerly known as "Visioneering Corporation", which was incorporated on August 31, 1995 under the laws of the State of Nevada.

The Company changed its name from “Visioneering Corporation” to "Asiamerica Energy Group, Inc." on January 12, 1996, when it entered into an agreement to acquire an oil and gas company. No stock was issued, and no assets were acquired as this acquisition was not consummated. On April 29, 1996, the Company then changed its name to "Care Financial Group, Inc."

On May 15, 1997, the Company changed its name to "Trump Oil Corporation." Trump proposed to merge with Fenway Resources Ltd., a Canadian company involved in natural resource development which wanted to develop and construct a cement manufacturing facility in the Philippines. This proposed merger was also never consummated, and no shares were issued pursuant to this agreement.

On March 10, 1999, the Company entered a letter of intent with 20/20 Web Design, Inc., a Colorado corporation, a wholly owned subsidiary of Multi-Source Capital, Ltd. ("MSC"), also a Colorado corporation. The Company entered into an Agreement and Plan of Reorganization and completed its acquisition of 20/20 Web Design, Inc., with the Company changing its name as a result.

On April 10, 2001 the Company changed its name to "BentleyTel", since the Company entered a letter of intent with BentleyTel.com, Inc., a Nevada corporation, to acquire BentleyTel in a statutory merger. The transaction was not completed, and the Company changed its name back to 20/20 Web Design, Inc. on June 8, 2001

On February 10, 2003, the Company changed its name to "20/20 Networks, Inc.”

Thereafter, on December 10, 2003, the Company changed its name to " Micro Bio-Medical Waste Systems, Inc.”

On September 28, 2006, the Company changed to its current name of “Crown Equity Holdings, Inc.”

The Company maintains its executive office at 11226 Pentland Downs Street, Las Vegas, NV 89141

Overview

The Company operates CRWEWorld website (crweworld.com), (hereafter “CRWE World”) and is in the business of aggregating pertinent general and financial news and publishes it on its website for visitors to the site. The Company believes the aggregating and categorizing of business content from news organizations such as GlobeNewswire, PR Newswire, Business Wire, Accesswire, and many others, will allow CRWE World the opportunity to become a one stop online site location for business related news and information overall.

The site also provides advertisers an opportunity to use online banners designed for digital advertising for sponsored hyperlinks, pay-per-click, pop ups or impressions ads, to reach and persuade the publication’s audience to buy, drive traffic to their website, increase their brand, or create product awareness for a fee.

In addition to Crown Equity Holdings, Inc. doing business as CRWE WORLD, the Company is conducting businesses as CRWE Press Release (crwepressrelease.com), which engages in the dissemination of news and press releases for publicly and privately held companies, CRWE Tube (crwetube.com), a video sharing platform, CRWE Tech (crwetech.com), an IT/technology services provider of web design, development and hosting services, and iB2B Global (ib2bglobal.com), a business to business (B2B) international e-commerce platform. The Company charges fees for its services offered on these sites.

THE OFFERING

The Board of Directors arbitrarily determined the offering of the 10,000,000 Units, at the offering price of $5.00 per Unit, as well as the warrants, and the exercise prices of the warrants offered with each Unit.

As the offering price is not based on a specific calculation or metric the price has inherent risks – See “Risk Factors”.

SELECTED FINANCIAL DATA

The following tables present the Company’s selected financial data for the periods presented and should be read together with the sections of this prospectus titled “Risk Factors” and our financial statements included elsewhere in this prospectus.

The data below for the period ended June 30, 2023 and 2022 has been derived from the unaudited condensed consolidated financial statements of the Company, and for the years ended December 31, 2022 and 2021 that has been derived from the audited consolidated financial statements of the Company for such years, which are included in this prospectus. The Company’s consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

The Company’s historical results included below are not necessarily indicative of results to be expected for any future period. The information is only a summary and should be read in conjunction with the Company’s consolidated financial statements and related notes, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Crown Equity Holdings, Inc.” contained elsewhere herein.

The following table represents the Company’s selected consolidated balance sheet data as of June 30, 2023, and December 31, 2022 and 2021, respectively:

Selected consolidated balance sheet data:

The following table represents the Company’s selected consolidated statements of operations and comprehensive (loss) income for the six months ended June 30, 2023 and 2022, and for the years ended December 31, 2022 and 2021:

Selected consolidated statements of operations data:

The Company had total revenues of $0 for the six months ended June 30, 2023, and total revenues of $2,707 for the six months ended June 30, 2022. We had net loss of $37,778 for the six months ended June 30, 2023, and $510,422 for the six months ended June 30, 2022, respectively. We had total assets of $3,680 and $5,437 as of June 30, 2023 and December 31, 2022, respectively.

RISK FACTORS

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Investing in our securities involves a high degree of risk.

You should carefully consider the risks described below, as well as the other information in this prospectus, including our financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our securities. The occurrence of any of the events or developments described below could harm our financial condition, results of operations, business, and prospects. In such an event, the market price of our securities could decline, and you could lose all or part of your investment. In addition to the additional risks and uncertainties not presently known to us or that we currently deem immaterial also may have similar adverse effects on us, this plan contains forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors set forth below. Any of the following risks could adversely affect our business, financial condition, and results of operations.

We compete with other on-line news publications.

Our future success will depend on our ability to increase and enhance our market position by: (1) delivering news and information globally; (2) transform our readership into possible consumers of the Company’s other products and services and (3) increasing our online visibility.

Investing in our securities involves a high degree of risk.

You should carefully consider and evaluate all the information contained in this prospectus, the accompanying prospectus, and the documents that we incorporated by reference into this prospectus and accompanying prospectus before you decide to purchase our securities. You should carefully consider and evaluate the risks and uncertainties described under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Any of the risks and uncertainties set forth in that report, as updated by annual, quarterly, and other reports and documents that we file with the SEC and incorporate by reference into this prospectus or any prospectus, could materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the value of any securities offered by this prospectus. As a result, you could lose all or part of your investment.

We have experienced net losses and negative cash flows from operating activities and can expect such losses and negative cash flows to continue in the foreseeable future.

In Note 2 of our financial statements, our Independent Registered Public Accounting Firm has raised substantial doubt as our ability to continue as a going concern is dependent upon raising capital from financing transactions and future sales. The financial statements in this registration statement have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we are unable to adapt to changing market conditions, client requirements or emerging industry standards, our business could be adversely affected.

Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions.

These broad market fluctuations may adversely affect the market price of our common stock. In addition, if our operating results differ from our expectations, or the expectations of equity research analysts or investors, the price of our common stock could decrease significantly.

The Note 2 of our financial statements from our auditor discloses that there is substantial doubt as to our ability to continue as a going concern, which, if we ceased to be able to continue operations, could result in your investment becoming worth significantly less than the offering price, or possibly even causing it to become worthless.

Note 2 of our financial statements discloses a substantial doubt that we can continue as a going concern. If we are unable to continue as a going concern, we will have to close our doors or recapitalize, both of which would cause a loss of value, either through dilution or becoming worthless.

We have a limited operating history, with cumulative losses. If losses continue, it could cause us to run out of money and close our business.

We have an accumulated deficit from operations. There is not a sufficient amount of gross revenue and profit to finance our planned growth and, without additional financing as outlined in this prospectus; we could continue to experience losses in the future. Our accumulated deficit through December 31, 2022 was $14,156,842. The accumulated deficit period ending June 30, 2023 was $14,194,620. We may incur significant expenses in promoting our business, and as a result, will need to generate significant revenues over and above our current revenue to achieve consistent profitability. If we are unable to achieve that profitability, your investment in our common stock may decline or become worthless.

The nature of our business depends on several factors.

Our quarterly and annual sales could vary significantly depending on a number of factors, including, but not limited to a significant downturn in the media industry, fluctuating customer demand, delay or timing of disseminating, information and selling product mix and price competition. The failure to achieve quarterly or annual revenue and profits expectations would likely adversely affect the price of our common stock.

Although we believe the funds that we raise in this offering will allow us to generate sufficient funds from operations, if that is not the case, we may have to raise additional capital which may not be available or may be too costly, which, if we cannot obtain, could cause us to have to cease our operations.

We expect that the funds we raise in this offering will take us to the point of a positive cash flow. However, if that does not turn out to be the case, our capital requirements could be more than our operating income. As of December 31, 2022, our cash balance was $2,930. As for the period ended June 30, 2023, our cash balance was $3,165. We do not have sufficient cash to indefinitely sustain operating losses but believe we can generate positive cash flow within twelve months from the funds raised in this offering. Our potential profitability depends on our ability to generate and sustain substantially higher net sales with reasonable expense levels. We may not operate on a profitable basis or that cash flow from operations will be enough to pay our operating costs. We anticipate that the funds raised in this offering will be sufficient to fund our planned growth for the year after we close on the offering assuming we raise the minimum amount in this offering. Thereafter, if we do not achieve profitability, we will need to raise additional capital to finance our operations. We have no current or proposed financing plans or arrangements other than this offering. We could seek additional financing through debt or equity offerings. Additional financing may not be available to us, or, if available, may be on terms unacceptable or unfavorable to us. If we need and cannot raise additional funds, further development of our business, upgrades in our technology, additions to our product lines may be delayed or postponed indefinitely; if this happens, the value of your investment could decline or become worthless.

The public market for our common stock currently exists but it is thinly traded, and a broad active trading market may never materialize, and an investor may not be able to sell their stock.

Prior to this offering, there has been thin trading in the public market for our common stock. A broad active trading market still may not develop and, even so, the market value could decline to a value below the offering price in this prospectus. Additionally, if the market is not active or illiquid, investors may not be able to sell their securities.

If a public trading market for our common stock materializes, we may be classified as a ‘penny stock’ which has additional requirements in trading the stock, which could cause you not to be able to sell your stock.

The U.S. Securities and Exchange Commission treats stocks of certain companies as a ‘penny stock’. If we are classified as a ‘penny stock’, that classification makes it harder to trade even if it is traded on an electronic exchange like the over-the-counter bulletin board. These requirements include (i) broker-dealers who sell to customers must have the buyer fill out a questionnaire, and (ii) broker-dealers may decide upon the information given by a prospective buyer whether or not the broker-dealer determines the stock is suitable for their financial position. These rules may adversely affect the ability of both the selling broker-dealer and the buying broker-dealer to trade your securities as well as the purchasers of your securities to sell them in the secondary market.

Investing in a penny stock has inherent risks, affecting both brokers, buyers, and sellers, which could cause the marketability of your stock to be less than if there were not those requirements.

When a seller of a ‘penny stock’ desires to sell, they must execute that trade through a broker. Many brokers do not deal in penny stocks, so a seller’s ability to market/sell their stock is reduced because of the number of brokers who engage in trading such stocks. Additionally, if a broker does engage in trading penny stocks, and the broker has a client who wishes to buy the stock, they must have the client fill out a number of pages of paperwork before they can execute the trade. These requirements cause a burden to some who may decide not to buy because of the additional paperwork. Thus, the marketability of your stock is less as a penny stock than as a stock listed on an exchange. This could cause your investment to be worthless, liquid, and investors may not be able to market their shares effectively.

Investors are not able to cancel the subscription agreements they signed, therefore losing any chance to change their minds.

Once the Company receives an investor’s subscription, they will not be able to cancel their subscription. The investor will therefore lose any right or opportunity to change their mind after receipt by the Company.

Our offering price of $5.00 per unit was determined arbitrarily by our Board of Directors. Your investment may not be worth as much as the offering price because of the method of its determination.

The Board of Directors arbitrarily determined the offering price for the offer at $5.00 per unit. As the offering price is not based on a specific calculation or metric, the price has inherent risks; therefore, your investment could be worth less than the offering price. 

There are inherent risks of being a public company, such as regulatory filings, costs associated with regulatory matters which include audits and legal. These deadlines and the costs of regulatory requirements could cause diversion from the business itself, which causes the value of your investment to decline.

There are inherent risks in being a public company including regulatory filings which have deadlines, costs associated with these regulatory requirements which include audit, legal and significant time of management. The failure of management to deal with these requirements on a timely basis or the inability of the company to be able to afford to pay for them could cause the value of the business, and therefore your investment, to lose value or even become worthless.

There are industry risks such as a low barrier of entry, no licensing requirements, and competition from various aspects of the publishing industry, all of which could affect our sales and if they negatively affect our sales, your investment could go down in value or even disappear altogether.

There are risks in our industry including a low barrier of entry meaning that it does not take a lot of capital to get started, there are no regulatory requirements. If any of these risks flow to our Company in reduced sales and/or higher costs, your investment could go down in value or even become worthless.

The Company relies on the services provided by the key officers and the loss of officers could adversely affect the Company and therefore could adversely affect the value of your investment.

The services provided by the Company’s CEO/President and certain officers are currently a key factor to maintain the strength of its administrative and technology capabilities. The loss of any of them could have a material adverse effect on the Company, while a replacement is being appointed by the board of directors. We do not maintain any key man life insurance on any officer.

Additional Crown Equity’s risk factors are disclosed within the following Special Note Regarding Forward-Looking Statements.

Impact of coronavirus pandemic

This negatively affected the U.S. and global economy, disrupted global supply chains, significantly restricted travel, and transportation, resulted in mandated closures and orders to “shelter-in- place” and created significant disruption of the financial markets during 2020, 2021 and into 2022. In May 2023 the World Health Organization declared that COVID-19 no longer represents a global public health emergency of international concern, but the effects of the pandemic are still being felt in the form of COVID-19 infections.

The coronavirus pandemic outbreak caused major disruptions to businesses and markets worldwide. Though the Company cannot predict what the long-term effects of the pandemic and the resulting economic disruptions may have on the results of operations. The extent of the effect of the pandemic on our liquidity and results of operations will depend on future developments, including the duration, spread and intensity of a future pandemic, and governmental, regulatory, and private sector responses, all of which are uncertain and difficult to predict.

We are selling shares offered in this prospectus without an underwriter and may not be able to sell any of the shares offered herein.

No broker-dealer has been retained as an underwriter and no broker-dealer is under any obligation to purchase any common shares. There are no firm commitments to purchase any of the shares in this offering. Consequently, there is no guarantee that we are capable of selling all, or any, of our Ordinary Shares offered hereby.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus, including the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” 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, all of which are based upon various estimates and assumptions that the Company believes to be reasonable as of the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “seek,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. These statements involve risks and uncertainties that could cause the Company’s actual future outcomes to differ materially from those set forth in such statements. Such risks and uncertainties include, but are not limited to:

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the Securities and Exchange Commission as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

USE OF PROCEEDS

We currently intend to use the net proceeds to us from this offering for general corporate purposes, including working capital, sales and marketing activities, general and administrative matters, auditor, legal, administrative employees, contractors, news feeds, continued website development and maintenance to enhance our infrastructure, and capital expenditures. We estimate the following uses but reserve the right to reallocate the category uses or to use them in the way the Officers and Directors deem the best use.

We expect the net proceeds from this offering to be approximately $49.7 million assuming the offering price of $5.00 per unit, minus offering expenses payable by us. The directors and officers will not receive any proceeds from their efforts in units sold.

We intend to use the net proceeds of the initial public offering as follows:

We estimate that the net proceeds to the Company from the sale of the units offered are as follows:

assuming an offering price of $5.00 per unit, as set forth on the cover page of this prospectus.

The Offering is being sold by our officers and directors, who will not receive any compensation for their efforts. No sales fees or commissions will be paid to such officers or directors.

We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements toenter into any acquisitions or investments. None the less, we do have four additional “doing business as” endeavors that can stand on its own merits, as well as with CRWE WORLD that may be considered. We will have broad discretion over the uses of the net proceeds in this offering.

DETERMINATION OF OFFERING PRICE

The Company arbitrarily determined the offering price for the offering of $5.00 per unit. As the offering price is not based on a specific calculation or metric, the price has inherent risks and therefore your investment could be worth less than the offering price.

MARKET PRICE OF COMMON STOCK

Our common stock is quoted for trading on the Pink Open Market as “OTC PINK:” with the symbol “CRWE”. The following table sets forth the high and low bid prices for our common stock for the periods indicated. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

DIVIDEND POLICY

The Company has never declared or paid dividends on our capital stock. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. We do not anticipate paying any dividends on our capital stock in the foreseeable future. Investors should not purchase our securities with the expectation of receiving cash dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors that our board of directors may deem relevant.

CAPITALIZATION

Authorized Capital. The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 470,001,000 shares, consisting of (i) four hundred fifty million (450,000,000) shares of Common Stock, par value $.001 per share (“Common Stock”), and (ii) twenty million, one thousand (20,001,000) shares of Preferred Stock, par value $.001 per share (“Preferred Stock”), of which one thousand (1,000) shares shall be designated as Series A Preferred Stock, par value $.001 per share.

The following summary describes our capital stock as in our Amended and Restated Articles of Incorporation.

There shall be authorized a series of Preferred Stock which shall have the designation and powers, preferences and rights, and qualifications, limitations, and restrictions thereof, set forth in this Article IV. The designation of this series of Preferred Stock (“Series A Preferred Stock”) shall be “Series A Preferred Stock”, and the total number of authorized shares of such series shall be 1,000. Subject to the provisions of the Certificate of Incorporation, such number of shares may be increased or decreased from time to time by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares of such series then issued and outstanding, plus the number of shares of such series reserved for issuance upon the exercise of outstanding options, warrants or rights or the conversion or exchange of outstanding indebtedness or other securities issued by the corporation. Shares of Series A Preferred Stock shall have no dividend, voting or other rights except for the right to elect Class I Directors as set forth below.

The Board of Directors shall be divided into two classes of directors, Class I Directors and Class II Directors, all of whom shall be eligible for election at each annual meeting of the stockholders. The Board of Directors shall have the right to fix the number of directors from time to time, provided that the number of Class I Directors shall always be equal to the number of Class II Directors plus one. The Class I Directors shall be elected by the vote of the holders of the issued and outstanding shares of Series A Preferred Stock voting together as a single class and the Class II Directors shall be elected by the vote of the holders of the issued and outstanding shares of Common Stock voting together as a single class. To the extent that no shares of Series A Preferred Stock are issued and outstanding, then all directors shall be elected by the vote of the holders of the issued and outstanding shares of Common Stock voting together as a single class.

Our common stock is listed (OTC PINK: CRWE)

DILUTION

If you purchase units in this offering, you will experience an immediate and substantial dilution in the projected book value of the common stock from the price you pay in this initial offering.

The book value of our common stock as of the year ended June 30, 2023 was $(0.10) per share. The projected book value per share is equal to our total assets, less total liabilities, divided by the number of shares of common stock outstanding.

After giving effect to the sale of common stock offered by us in this offering, and the receipt and application of the estimated net proceeds (at an initial public offering price of $5.00 per share, after deducting estimated offering expenses), our projected book value as of June 30, 2023 would be:

$9,986,396 or $0.55 per share, if the lower amount is sold,

$24,978,896, or $1.28 per share if the midpoint amount is sold, and

$49,969,396 or $2.07 per share, if the maximum is sold.

This means that if you buy stock in this offering at $5.00 per unit, you will pay substantially more for the common shares that you received than the current market price of the stock. The following represents your dilution:

The following table illustrates this per share dilution:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations with our unaudited consolidated financial statements as of and for the six months ended June 30, 2023 and 2022 (the “Interim Financial Statements”) and our audited consolidated financial statements as of and for the years ended December 31, 2022 and 2021 (the “Annual Financial Statements”), together with the related notes thereto included elsewhere in this prospectus. The discussion and the analysis should also be read together with the information set forth in the section entitled “Business.” The following discussion contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” or in other parts of this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Overview

The Company will continue to search for additional areas in which it can generate revenue to reap the benefits and rewards of being profitable, but there can be no guarantee that profitability will be achieved in the near or long-term future. 

The Company will attempt to carry out its business plan, which is to continue building its network of online publishing sites, as well as continuing to provide consulting and services to its clients on an as-needed basis. These services include general and financial management to private and public companies with an emphasis on their financial reporting and filing requirements. Such services are subject to the needs of its clients and may vary by company. The Company cannot predict to what extent its lack of liquidity and capital resources will hinder its business plan.

Liquidity and Capital Resources

Since inception, the Company's most significant change in liquidity or capital resources or stockholders' equity has been receipts of proceeds from offerings of its capital stock. The revenue transaction does not reflect the ability of the Company to fund itself without outside sources in the future. In the past, officers and directors of the Company have lent or advanced monies to the Company to fund operations, there are no formal agreements or arrangements for them to continue to do so. As of December 31, 2022, the Company had $2,930 in cash, which includes $649.71 held in brokerage accounts and $0.00 of long-term debt. As of the period ending June 30, 2023, the company had $3,165 in cash, which includes $649.71 held in brokerage accounts and $0 of long-term debt.

As of June 30, 2023, Crown Equity had current assets of $3,165 and current liabilities of $1,421,789 resulting in a working capital deficit of $1,418,624. Net cash used by operating activities for the six months ended June 30, 2023, was $39,372 compared to net cash used of $50,779 for the same period in 2022.

Net cash provided by investing activities was $0 and $37,000 for the six months ended June 30, 2023, and 2022, respectively.

Net cash provided by financing activities during the six months ended June 30, 2023, was $39,607 compared to net cash provided of $16,077 for the same period in 2022. For the six months ended June 30, 2023, we borrowed $43,900 from related parties compared to $14,500 for the same period in 2022.

Our existing capital may not be sufficient to meet Crown Equity's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended. This condition raises 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.

NEED FOR ADDITIONAL FINANCING

The Company's existing capital may not be sufficient to meet the Company's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.

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 issuances of stock in lieu of cash.

RESULTS OF OPERATIONS   

Six months ended June 30, 2023, Compared to the Six months ended June 30, 2022

For the six months ended June 30, 2023, revenues were $0 and $2,707 for the same period in 2022.

Revenues for the six months period ended June 30, 2023 were significantly lower compared to the same period in 2022, which was cause to there being no revenue earned through any of the services offered by the Company, such as advertising, click based and impressions ads on its web sites, as well as the publishing, and distribution of press releases, or the use of the company’s server services. Since the discovery of some software server functioning errors, the Company has focused its attention on performing assessments and correcting its findings, being that its web the primary source for its services.

Operating expenses were $36,306 for the six months ended June 30,2023 which was lower than $254,507 for the same period in 2022.

Other income(expenses) for the six-month period ended June 30, 2023 were ($1,472) and $258,622 for the same period in 2022. The decrease in other expenses was primarily due to a decrease in Gain (loss) on Stocks Held or Sold.

Interest expenses for the six months ended June 30, 2023 and 2022 were $1,472 and $1,438, respectively.

OPERATING EXPENSES

The total operating expenses were $36,306 for the six months ended June 30, 2023 compared to $254,507 for the same period in 2022, which was primarily caused by the Company having a much lower general and administrative expenses.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

We have retained M&K CPAS, PLLC as our registered independent public accounting firm. We have had no disagreements with them on accounting and disclosure issues.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting Company” as defined by Item 12b-2 of the Securities Exchange Act of 1934 (the “exchange act”), and we are not required to provide information required under this Item.

DESCRIPTION OF BUSINESS

Overview 

CRWE WORLD is a Crown Equity Holdings, Inc. online business that engages local, state, national, and global consumers daily with its worldwide business-focused digital publishing company platform. It is designed to disseminate news and press releases received from various sources and present them in one location for easy viewing, making the company’s site an efficient way of keeping its worldwide business-related and general public market readership informed with news from one site.

CRWEWORLD (a Crown Equity Holdings, Inc. Company

featured on NASDAQ billboard in Times Square. (Year:2017)

People use the CRWE WORLD digital online media site on their electronic devices, including smartphones, laptops, and pads to stay connected and keep up to date as much as possible with the relevant information in their respective industries, which is not always easy to do. CRWE WORLD goal is to give people the ability to read through the latest news stories that impact individuals or their businesses, all from one convenient location, so there is no need to search dozens of websites hoping to find the news they want.

People can use CRWE WORLD, a news aggregator platform to handle the busywork and places the information desired at their fingertips to discover what is happening in the business world around them. As the saying goes, “knowledge is power,” news aggregators are an excellent way to obtain information in one location.

As digital publishing continues to expand and grow, a person only has to get to the site and select the news that the indivisual is interested in reading. CRWE WORLD is finding success by casting a business-related news site to the financial market segments.

CRWE WORLD also creates engagements by providing readers with the ability to create and share news, stories, and events from or within their communities.

CRWE WORLD is built on the assumption that while there are still plenty of print and online publications available, its primary focus is publishing news and various types of business-related news in one place, unlike most aggregated publishers. CRWE WORLD is using its niche of being primarily business-related news. Although the Company does not generate revenue directly from its users, the Company revenue sources will come from advertisers desiring to engage the Company’s monthly active users for a fee, through the placement of online banners designed for digital advertising, the use of sponsored hyperlinks, pay-per-click, or impressions to drive traffic to their websites for the purpose of increasing their brand and product awareness. 

To build a successful digital media company, it is important to continue diversifying our product portfolio. With more content, employees, and a sales team, Crown Equity Holdings, Inc., believes that there is a significant opportunity to expand the CRWE World’s user and business bases. Industry sources estimate that almost 4.57 billion people were active internet users as of July 2020, encompassing 59 percent of the global population. 

Cybersecurity Ventures predicts that there will be more than 7.5 billion internet users by 2030.

Company’s Values:

Growth Strategy

Crown Equity Holdings, Inc. has aligned its CRWE World business growth strategy around the two primary constituents of its platform: “users” and “advertisers”.

Advertiser:Crown Equity Holdings, Inc. can increase the value of its platform for advertisers by enhancing the advertising services and making our platform more accessible.

Mobile Applications:Given the growth of mobile commerce, it’s become increasingly important for businesses to focus their efforts on mobile marketing. Therefore, the Company plans to develop mobile applications to drive user adoption.

Product Development: The Company is to continue building and acquiring new technologies to develop and improve its products and services and make the platform more valuable and accessible to people around the world. Crown Equity Holdings Inc. also plans to continue its focus on making the CRWE WORLD simple and easy to use, particularly for new users.

Targeting: The Company plans to continue improving the targeting capabilities of its advertising services.

Opening the Company Platform to Additional Advertisers:The Company believes that advertisers outside of the United States represent a substantial opportunity, and we plan to invest in increasing advertising revenue from international advertisers, including by launching our self-serve advertising platform in selected markets.

New Advertising Formats:The Company intends to develop new and unique advertising formats for advertisers.

Competitive Advantage

Benefits of specialization include greater economic efficiency, consumer benefits, and opportunities for growth for competitive sectors.

The internet contains an unending stream of information and data at all times, with so much information available from some of the most popular news aggregators sources, including Feedly, Google News, Alltop, and Flipboard, which can get overwhelming when searching for up-to-date information within a selected industry. Therefore, CRWE WORLD aims to specialize in providing business information in a specific field, so its readership can limit their search to one source within the aggregated news industry. The Company believes that as it specializes, it will automatically gather a higher perception of authority in the marketplace.

 Here are a few examples of natural evolutions in specialization:

The Company plans to specialize in aggregating business press releases and news, focusing on providing that value for its   readerships and clients. 

Other Products and Services

Crown Equity Holdings, Inc., in addition to CRWE World, it owns the following online sites:

iB2B Global (ib2bglobal.com), an online e-commerce marketplace that is near completion, will offer a trusted platform to enable businesses to transform the way they market, sell, and operate. The Company will provide the technology infrastructure and marketing reach to help merchants, brands, and other businesses, as well as consumers, to leverage the power of the internet to engage with their users and customers and operate in a more efficient way to sell merchandise. The site is designed for business-to-consumer (B2C) buying and selling fashion accessories, tools, grooming products, electronics, furniture, home goods, and much more over the internet, and for business-to-business (B2B) merchandise through the iB2B Global web portal internationally. In fact, anything that is legally sellable may be sold through iB2B Global. 

The Company will generate its revenues from memberships, percentages from products and advertisements.

CRWE Press Release (crwepressrelease.com) is a digital news and press release business that provides publishing and distribution as a solution for online written communication in reference to businesses for the purpose of announcing something that is newsworthy. CRWE Press Release disseminates full-text press releases from public companies, privately owned businesses, and organizations through “CRWE WORLD” online network of news and information publications. 

As the company gains market share, CRWE Press Release aims to distribute information to other news media outlets, financial markets, disclosure systems, investors, information web sites, databases, bloggers, social networks, and other audiences.

CRWETUBE (crwetube.com) is an online video-sharing hosting service that allows users to upload videos to share for exposure, branding, marketing, and advertising purposes. The business will generate its revenue through advertisements from all video content being viewed.

CRWETECH (crwetech.com) is an IT/technology business that is offering its dependable IT support, web hosting,  web design, server maintenance, and other services to businesses in various professions, as the IT world grows more complex as technology evolves. The business is presently in the process of establishing new services involving cloud computing to its line of services in providing web development and designing, as well as mobile applications, server maintenance, and web hosting.

MANAGEMENT

The following table sets forth the names and ages of all directors and executive officers of the Company and all persons nominated or chosen to become a director, indicating all positions and offices with the Company held by each such person and the period during which they have served as a director:

The principal executive officers, and directors of the Company as of June 30, 2023, are as follows:

There are no family relationships between or among any Officers and Directors except that Mike Zaman and Montse Zaman are husband and wife.

The Directors named above will serve until the next annual meeting of the Company's stockholders. Thereafter, Directors will be elected for a one-year term at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between the Directors and Officers of the Company and any other person pursuant to which any Director or Officer was or is to be selected as Director or Officer of the Company.

The Directors and Officers of the Company will devote their time to the Company's affairs on an "as needed" basis. As a result, the actual amount of time which each will devote to the Company's affairs is unknown and is likely to vary substantially from month to month.

The Company has no audit or compensation committee.

Business Experience: The following is a brief account of the business experience 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.

MIKE ZAMAN - Mike Zaman is the Chairman, President and CEO of the company. He was born in Tehran, Iran and moved to Florida in the 1980’s where he attended Florida International University to study Computer Science. Since becoming a U.S. citizen, he has been a corporate, marketing and sales consultant for many numerous companies and has advised or consulted in the process of mergers, acquisitions, as well as the raising of capital for private and public entities. He was appointed as the Company’s Chief Marketing Officer in October of 2013.

KENNETH CORNELL BOSKET - Kenneth Cornell Bosket is a director and CFO of the Company. Mr. Bosket has been a member of the Company’s team since June, 2008. Mr. Bosket retired in 2004 after 30 years with Sprint (Telecommunication Division). Mr. Bosket is 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 earned a Masters of Business Administration from the University of Phoenix and a Bachelor's of Business Administration from National University.

MONTSE ZAMAN - Montse Zaman is the corporate secretary of the Company. She worked for Zaman & Company, a private business consulting firm, as an administrative assistant. In 2008, she joined the Company. Ms. Zaman has extensive organizational experience. She has a Bachelor degree in Communications from the Instituto Superior De Ciencia Y Tecnologia A.C. in Mexico.

SHAHRAM KHIAL – Shahram Khial, Ph.D. has sound interpersonal communication skills in several languages, effective interfacing with health care institutions, communities, organizations and industries, public and private sectors within all levels of management. Mr. Khial has served on the board of directors of several private and publicly held corporations. He earned a Bachelor’s degree in Law and Political Sciences and a Maters of Public Administration Program from the University of Tehran in Tehran, Iran. Mr. Khial received his Ph.D. in Educational Administration from the University of Utah in Salt Lake City, Utah.

MOHAMMAD SADROLASHRAFI – Mohammad Sadrolashrafi P.E. has multi-disciplinary managerial, administrative and technical experience, as well as having the people kills to manage, negotiate, plan, design and to achieve the company’s strategic goals. Mr. Sadrolashrafi received his Civil Engineering, Associate Degree in Science from Northern Virginia Community College in Annandale, VA and a Civil Engineering, Bachelor of Science degree from the University of Nevada at Reno, in Reno, NV.

JAMIE HADFIELD - Jamie Hadfield is a healthcare professional with sound interpersonal communication skills, as well as a well-rounded balanced and effective individual with various managerial skills to achieve the company’s strategic goals. Jamie earned her Master’s degree in business administration from Webster University, Saint Lewis, Missouri and received her Bachelors of Science Nursing from the Regents College, Albany, New York.

Code of Ethics

The Company previously adopted a Code of Ethics in 2004. The Company has revised the Code of Ethics and is adopting a new Code of Ethics which applies to its directors as well as to its officers including its principal executive officer, principal financial officer, and principal accounting officer. A copy of the Code of Ethics is attached as an Exhibit to this Report and is also available on the Company’s website, crownequityholdings.com. A copy of the Code of Ethics is also available at no charge to anyone who may send a request in writing to the Company, addressed to its CEO.

EXECUTIVE COMPENSATION

During the fiscal period 2022, the Company recorded aggregate compensation of $467,850 due to officers and directors. As of December 31, 2022, the outstanding balance due to officers and directors was $1,052,300.

During the fiscal period 2022, the Company paid its officers and directors an aggregate of $16,050. Some directors made the decision to serve as officers and/or directors without compensation upon appointment. During the period ending June 30, 2023 there were no directors serving with compensation.

The following tables sets for the compensation for all officers and directors during the past three years:

The directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at a 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 the last completed fiscal year, 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.

In December 2007, the Company adopted the Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2007. Under the Plan, 50,000 shares are reserved for issuance to employees, officers, directors, advisors, and consultants. As of December 31, 2013, 28,855 shares had been issued under the Plan. During 2014, an additional 20,500 shares were issued under the Consultants and Employees Stock Plan.

In October 2014, the Company adopted a new Crown Equity Holdings, Inc. Consultants and Employees Stock Plan for 2014. As of December 31, 2014 through March 31, 2023 no shares were issued from this plan.

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 named 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.

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 January 11, 2023, the Company entered into a convertible promissory note with Mike Zaman in the amount of $1,100 at an interest rate of 12%. As of June 30, 2023, the principal balance on this note was $1,100.

On January 23, 2023, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $2,500 at an interest rate of 12%. As of June 30, 2023, the principal balance on this note was $2,500.

On January 31, 2023, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $1,000 at an interest rate of 12%. As of June 30, 2023, the principal balance on this note was $1,000.

On February 14, 2023, the Company entered into a convertible promissory note with Mike Zaman Irrevocable Trust in the amount of $10,000 at an interest rate of 12%. As of June 30, 2023, the principal balance on this note was $10,000.

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%. As of June 30, 2023, the principal balance on this note was $18,000.

On May 08, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $5,800 at an interest rate of 12%. As of June 30, 2023, the principal balance on this note was $5,800.

On June 02, 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%. As of June 30, 2023, the principal balance on this note was $2,500.

On June 20, 2023, the Company entered into a promissory note with Mike Zaman Irrevocable Trust in the amount of $3,000 at an interest rate of 12%. As of June 30, 2023, the principal balance on this note was $3,000.

The Company periodically advanced operating funds from related parties with convertible notes payable. As of June 30, 2023, total convertible notes and non-convertible notes from related parties were $38,800 and $30,900 respectively. The Company periodically advanced funds to cover account payables by direct payment from related parties.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. Any information referenced this way is considered to be part of this prospectus, and any information that we file later with the SEC will automatically update and, where applicable, supersede this information. We incorporate by reference the following documents that we have filed with the SEC (other than, in each case, documents or information deemed to have been furnished and not required to be filed with the SEC):

Additionally, all documents filed by us with the SEC after the date of the initial filing of the registration statement to which this prospectus relates and prior to effectiveness of such registration statement, and the date of this prospectus and before the termination or completion of any offering hereunder, shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents, except that we do not incorporate any document or portion of a document that is “furnished” to the SEC, but not deemed “filed.” We will not, however, incorporate by reference in this prospectus any documents or portions thereof that are not deemed “filed” with the SEC.

Such a request may be sent to the CFO, at 11226 Pentland Downs Street, Las Vegas, NV 89141 or at his email address ken@crownequityholdings.com. The Registrant’s web page is crownequityholdings.com and the reports may also be found on the SEC website at www.sec.gov.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK MATTERS

There were 13,385,047 shares of the Company' common stock issued and outstanding on June 30, 2023. There are 20,001,000 shares of preferred stock, par value $.001, of which 1,000 are designated as Series A. The 1,000 Series A preferred shares are outstanding on June 30, 2023. No other Preferred Shares are outstanding on June 30, 2023. The following tabulates holdings of shares of the Company by each person who, subject to the above, at the date of this Report, holds or record or is known by Management to own beneficially more than five percent (5%) of the Common Shares of the Company and, in addition, by all directors and officers of the Company individually and as a group.

Preferred Stock

Common Stock

_______________

Change in Control. There are no arrangements known to the Company, including any pledge by any person of securities of the Company, which may at a subsequent date result in a change of control of the Company.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Common stock

The following summary of the material terms of the Company’s common stock is not intended to be a complete summary of the rights and preferences of such securities. Crown Equity Holdings, Inc.’s common stock is governed by the Company’s Certificate of Incorporation, Bylaws, and the Nevada State Corporate Laws. We urge you to read the Company’s Certificate of Incorporation and Bylaws in their entirety for a complete description of the rights and preferences of common stock.

Authorized Capital: The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 470,001,000 shares, consisting of (i) four hundred fifty million (450,000,000) shares of Common Stock, par value $.001 per share (“Common Stock”), and (ii) 20,001,000 shares of Preferred Stock, par value $.001 per share (“Preferred Stock”), of which one thousand (1,000) shares shall be designated as Series A Preferred Stock, par value $.001 per share. As of June 30, 2023, the Company had 13,385,407 shares of Common Stock outstanding and 1,000 shares of Series A Preferred Stock outstanding. See the section titled “CAPITALIZATION” for a more detailed description of the common and preferred shares.

General

Crown Equity Holdings, Inc. (the “Company” or “we”) is authorized to issue up to 470,001,000 shares of capital stock, which is 450,000,000 shares of common stock, par value $0.001 per share, and 20,001,000 shares of preferred stock, par value $0.001 per share. As of June 30, 2023, we had 13,385,047 shares of common stock outstanding, as well as 1,000 shares of Series A Preferred Stock issued and outstanding.

Common Stock

Voting Rights

Each outstanding share of common stock entitles the holder to one vote, either in person or by proxy, on each matter submitted to a vote of stockholders, including the election of directors. All actions required or permitted to be taken by stockholders at an annual or special meeting of the stockholders must be affected at a duly called meeting, with a quorum present of a majority in voting power of the shares entitled to vote thereon.

Dividend Rights

The holder of Common stock shall be entitled to receive dividends, which shall be divided among the holders of the common stock on a pro rata basis, if any, is made and declared from time to time by the board of directors on the common stock out of assets which are legally available. Any such dividends shall be divided among the holders of the common stock on a pro rata basis.

Liquidation

In the event of any liquidation of the corporation, after payment or provision for payment of the debts and liabilities of the corporation and after distribution to the holders of Preferred stock of the amount fixed in or pursuant to provisions, the holder of Common stock shall be entitled to receive all the remaining assets of the corporation, tangible, and intangible on a pro rata basis.

Other Rights

There are no conversion rights or redemption, purchase, retirement or sinking fund provisions with respect to the common stock.

Our common stock is presently quoted on the Pink Open Market as” OTC PINK” of the OTC Markets marketplace under the trading symbol CRWE. Our transfer agent and registrar is Signature Stock Transfer, Inc.

Warrants

Duration and Exercise Price.

The total number of shares registered will be 50,000,000 common shares being comprised of 10,000,000 common shares and 40,000,000 common shares underlying the warrants.

The Company is offering for sale a maximum of 10,000,000 Units at a price of $5.00 per Unit.  Each unit comprises one share of common stock and four warrants to purchase, with each warrant having the following exercise prices and expire dates:

The four warrants will each as a part of each Unit that comprises one share of Common stock and the four warrants that entitle the holder to purchase one share per warrant of common stock and each share may be transferred separately immediately thereafter,

Exercisability.

The warrants are exercisable at the option of each holder, in whole or in part, by delivering a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise. No fractional shares of common stock will be issued in connection with the exercise of a warrant.

Exchange Listing.

There is no established public trading market for the warrants, and we do not expect a market to develop. In addition, we do not intend to list the warrants on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited.

Rights as a Stockholder.

Except as otherwise provided in the warrants or by virtue of such holder’s ownership of shares of our common stock, the holders of the warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their warrants.

Anti-Takeover Provisions

Our articles of incorporation, bylaws, and the provision of the Nevada Revised Statue (NRS) could have the effect of delaying or preventing a third party from acquiring us, even if the acquisition would benefit our stockholders. Such provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control of our Company. These provisions are also designed to encourage a person seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms.

Nevada Law

In addition, Nevada has enacted the following legislation that may deter or frustrate takeovers of Nevada corporations:

PLAN OF DISTRIBUTION

The offering will be sold by the Company’s Officers and Directors.

This is a self-underwritten offering. This Prospectus permits our officers and directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares they sell. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. After the effective date of this prospectus, the officers and directors, intend to advertise through personal contacts, telephone, and hold investment meetings. We do not intend to use any mass advertising methods such as the internet or print media. Our officers and directors will also distribute the prospectus to potential investors, to their business associates and to their friends and relatives who are interested in the Company as a possible investment. In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Our officers and directors will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth the conditions under which a person associated with an issuer, may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. Furthermore:

a. None of our officers and directors are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation;

b. None of our officers and directors will be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

c. None of our officers and directors are, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and,

d. All of our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our Company, other than in connection with transactions in securities; and (B) are not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) (a) (4) (iii).

Our officers, directors, control persons and affiliates will not purchase any Units in this offering.

Terms of the Offering

The Company is offering a maximum of 10,000,000 units. Each Unit consists of one common share and four warrants at a fixed price of $5.00 per Unit. The price of $5.00 per unit is fixed for the duration of the offer. The shares are intended to be sold directly through the efforts of our officers and directors. No commission or other compensation related to the sale of the shares will be paid to our officers and directors. Our officers and directors intend to place the offering through personal contacts, telephone, and hold investment meetings. We do not intend to use any mass advertising methods such as the internet or print media. Our officers and directors will also distribute the prospectus to potential investors at meetings, to their business associates and to their friends and relatives who are interested in the Company as a possible investment. The offering will terminate when the sale of all 10,000,000 units is completed, or when the board determines it is in the best interest of the Company to close the offering at any time. The subscription proceeds from the sale of the shares in this offering will be payable to Crown Equity Holdings, Inc. and will be deposited and held in an account by the company but it is not a formal escrow or trust account therefore such funds may be available to creditors of the Company.

The officers and directors of the issuer and any affiliated parties thereof will not participate in this offering.

There can be no assurance that all, or any, of the shares will be sold. As of the date of this prospectus, the Company has not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if the Company were to enter into such arrangements, the Company will file a post-effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named in the Prospectus.

Procedures and Requirements for Subscription

Prior to the effectiveness of the Registration Statement, the issuer has not provided potential purchasers of the securities being registered herein with a copy of this prospectus. Investors can purchase common stock in this offering by completing a Subscription Agreement (attached hereto as Exhibit 4.1) and sending it together with payment in full to the Company.

All payments are required in the form of United States currency either by personal check, bank draft, bank wire, or by cashier’s check. There is a minimum of 1,000 Units required to be purchased by any individual investor. The Company reserves the right to either accept or reject any subscription. Any subscription rejected will be returned to the subscriber within five business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once the Company accepts a subscription, the subscriber cannot withdraw it.

How to Invest:

Subscriptions for purchase of Units offered by this prospectus can be made by completing, signing and delivering to us, the following:

1) an executed copy of the Subscription Agreement, available from the Company; and

2) a check payable to the order of Crown Equity Holdings, Inc. in the amount of $5.00 for each Unit you want to purchase.

Pink Open Market Considerations

We trade on the Pink Open Market, which is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the Pink Open Market. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the Pink Open Market.

Although, the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the Pink Open Market has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the Pink Open Market is that the issuer be current in its reporting requirements with the SEC.

Investors must contact a broker-dealer to trade Pink Open Market securities. Investors do not have direct access to the Markets service. For Markets securities, there only has to be one market maker. Markets transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the Markets, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders — an order to buy or sell a specific number of shares at the current market price — it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because Pink Open Market board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

LEGAL PROCEEDINGS

The Company is not involved in any legal proceedings.

LEGAL MATTERS

The validity of the securities offered by us in this offering will be passed upon for us by Arnold F. Sock, Esquire, Los Angeles, California. Mr. Sock owns warrants to purchase, in aggregate, less than one percent of the outstanding shares of our common stock.

INTERESTS OF NAMED EXPERTS AND COUNSEL

The financial statements as of December 31, 2022 of the Company that is included in this prospectus were audited by M&K CPA’s PLLC, independent certified public accountants, as set forth in their report. The financial statements as of June 30, 2023 of the Company included in this prospectus have been reviewed by M&K CPA’s PLLC, independent certified public accountants as well. The financial statements have been included in reliance upon the authority of them as experts in accounting and auditing.

Our attorney has passed upon the legality of the common stock issued before this offering and passed upon the common stock offered for sale in this offering. Our attorney is Arnold F. Sock, Esquire, Box 25847, Los Angeles, California 90025.

The experts named in this registration statement were not hired on a contingent basis and have no direct or indirect interest in our Company.

TRANSFER AGENT

The transfer agent of the Company is Signature Stock Transfer, Inc., 16801 Addison Road, Suite #247, Addison, Texas 75001

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the “Exchange Act”), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of material weaknesses in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weaknesses relate to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our CEO and CFO also do not possess accounting expertise and our Company does not have an audit committee. These material weaknesses are due to the Company’s lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our second quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1, including exhibits and schedules, under the Securities Act that registers the shares of our common stock to be sold in this offering. This prospectus does not contain all the information contained in the registration statement and the exhibits and schedules filed as part of the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. Statements contained in this prospectus as to the contents of any contract or any other documents are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copies of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.

You may read and copy all materials that we file with the SEC, including the registration statement and its exhibits and schedules, on the website maintained by the SEC. The address of that website is http://www.sec.gov. Information contained on any website referenced in this prospectus does not and will not constitute a part of this prospectus or the registration statement on Form S-1 of which this prospectus is a part.

In addition, upon the closing of this offering, we will be subject to the information reporting requirements of the Exchange Act, and we will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the public reference room and the website of the SEC referred to above. We also maintain a website at crownequityholdings.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in or that can be accessed through our website is not a part of, and is not incorporated into this prospectus. Additionally, you may request a copy of any of our filings with the SEC at no cost, by writing or telephoning us at the following address:

Crown Equity Holdings, Inc.

11226 Pentland Downs Street

Las Vegas, Nevada 89141

(702) 683-8946

You should rely only on the information contained in this prospectus or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this prospectus.

Crown Equity Holdings, Inc.

INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Crown Equity Holdings, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Crown Equity Holdings, Inc. (the Company) as of December 31, 2022 and 2021 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial states have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Going concern

Critical Audit Matter Description

As discussed in Note 2 to the consolidated financial statements, the Company had a going concern due to a working capital deficiency, negative cash flows from operations and limited business operations as of December 31, 2022. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

How the Critical Audit Matter was Addressed in the Audit

To evaluate the appropriateness of the going concern, we examined and evaluated the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

/s/M&K CPAS, PLLC

We have served as the Company’s auditor since 2018.

Houston, Texas

March 31, 2023

CROWN EQUITY HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.

CROWN EQUITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.

CROWN EQUITY HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021