UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-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)

Approximate date of commencement of proposed sale to the public: 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 13(a)7(a)(2)(B) of the ExchangeSecurities Act.

CALCULATION OF REGISTRATION FEE

_________

All warrants are exercisable an expiring on the dates specified, unless the shares selling price is above the exercisable price before the original expiring date by 20% for 10 days, which will initiate warrants to be exercised within 30 days thereafter. ☐

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. Neither Crown Equity Holdings, Inc. nor the selling stockholders 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 and neither we nor the selling stockholders areor soliciting offers to buy these securities in any state where the offer or sale is not permitted.

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

Each Unit Comprises One Share of Common Stockand Four Warrants to Purchase

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

Shares

CROWN EQUITY HOLDINGS, INC.

COMMON STOCK

This is a public offering. This prospectusoffering 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 unitsat an exercise price of Crown Equity Holdings, Inc. with warrants exercisable$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 follows: 10,000,000 warrants exercisable at $7.50, 10,000,000 warrants exercisable at $10.00, 10,000,000 warrants exercisable at $12.50, and 10,000,000 warrants exercisable at $15.00applicable to each warrant.

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.

OurCrown Equity Holdings, Inc. common stock is listed on the Pink Open Market under the symbol “CRWE.“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 before purchasingwhich should be considered in connection with an investment in our common stock units.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 February 12, 2021is__________, 2023

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

No dealer, salesperson or other person is authorizedWhen 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 anymore 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 or to make any representations other than thosedescribed 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 in any free writing prospectusesamendment thereto, or to which we have prepared. We take no responsibility for and canreferred 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 no assuranceyou 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 towell as information we have previously filed with the reliabilitySEC, is accurate as of any date other information that othersthan the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects may give you.have changed since those dates. This prospectus is an offer to sell only the sharessecurities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. We caution you not to give undue weight to such projections, assumptions and estimates.

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. Persons outsiderequired, other than the United States who come into possession of this prospectus and any free writing prospectus related to this offeringStates. You are required to inform themselvesyourself about, and to observe any restrictions asrelating to, this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

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.

The Company

Crown Equity Holdings, Inc. (the Company) was formerly known as Micro Bio-Medical Waste Systems, Inc. and was incorporated on August 31, 1995 as “Visioneering Corporation” under the laws of the State of Nevada.

Company’s History

Crown Equity Holdings, Inc. (CRWE or 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 aCRWEWorld website www.CRWEWorld.com(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, (http://crweworld.com), the Company is conducting businessbusinesses as CRWE Press Release (http://crwepressrelease.com)(crwepressrelease.com), which engages in the dissemination of news and press releases for publicly and privately held companies, as well as other online businesses with its own distinct products and services. CRWE Tube (http://crwetube.com)(crwetube.com), a Videovideo sharing platform.platform, CRWE Tech (http://crwetech.com)(crwetech.com), aan IT/technology services provider of web design, development and hosting services, and iB2B Global (http://ib2bglobal.com)(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 offering 10,000,000 shares of common stock to be sold and the following warrants to be issued as partoffering of the common stock units10,000,000 Units, at athe offering price of $5.00 per unit:Unit, as well as the warrants, and the exercise prices of the warrants offered with each Unit.

10,000,000 warrants exercisable at $7.50, expiring December 31, 2021
10,000,000 warrants exercisable at $10.00, expiring March 31, 2022
10,000,000 warrants exercisable at $12.50, expiring June 30, 2022
10,000,000 warrants exercisable at $15.00, expiring September 30, 2022.

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

SELECTED FINANCIAL DATA

The following table presentstables present the company’sCompany’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 and related notes thereto appearingincluded elsewhere in this prospectus.

The following selecteddata below for the period ended June 30, 2023 and 2022 has been derived from the unaudited condensed consolidated financial statements of operations datathe Company, and for the nine months ended September 30, 2020 and September 30, 2019 are derived from our unaudited financial statements included elsewhere in this prospectus and the years ended December 31, 20192022 and December 31, 2018 have2021 that has been derived from ourthe audited consolidated financial statements and footnotesof the Company for such years, which are included elsewhere in this prospectus. The Company’s consolidated financial statements are prepared and presented in accordance with U.S. GAAP.

The Company’s historical results for any interim periodincluded below are not necessarily indicative of the results that mayto be expected for any future period. The information is only a full year. Also, our historical results are not necessarily indicativesummary 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 our future results orFinancial Condition and Results of the results we expect in the future.

Operations of Crown Equity Holdings, Inc.

STATEMENTS OF OPERATIONS DATA

Unaudited

” 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:

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 productproducts 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 in the documents that we incorporateincorporated 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, 2019.2022. 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 announced guidanceexpectations, or the expectations of equity research analysts or investors, the price of our common stock could decrease significantly.

Our audit reportThe Note 2 of our financial statements from our auditorsauditor discloses in Note 2 to the financial statements 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 toof our financial statements discussdiscloses 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 since inception, which, iflosses. 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 SeptemberDecember 31, 2022 was $14,156,842. The accumulated deficit period ending June 30, 20202023 was $12,880,461.$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 is dependentdepends on several factorsfactors.

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 of achievingto 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 September 30, 2020,December 31, 2022, our cash balance was $186,753.$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 lesserless 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 worth less, liquid, and investors may not be able to market their shares effectively.

Shareholders purchasing shares in this offering will experience immediate and substantial dilution, causing their investment to immediately be worth less than their purchase price.

If you purchase common stock 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. As an example, this means that if you buy units in this offering for $5.00 per unit, you will pay substantially more than our current shareholders. The following represents your dilution: (a) if the low point of 2,000,000 units are sold, an immediate decrease in book value to our new shareholders from $5.00 to $0.63 per share and an immediate dilution to the new shareholders of $4.37 per common share; (b) if the midpoint of 5,000,000 units are sold, an immediate decrease in book value to our new shareholders from $5.00 to $1.36 per share and an immediate dilution to the new shareholders of $3.64 per common share. and (c) if the maximum of 10,000,000 units are sold, an immediate decrease in book value to our new shareholders from $5.00 to $2.15 per share and an immediate dilution to the new shareholders of $2.85 per common share.

Investors are not able to cancel theirthe subscription agreements they sign,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 offering ofoffer at $5.00 per unit. As the offering price is not based on a specific calculation or metric, the price has inherent risks andrisks; 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 companyCompany 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 StatementsStatements.

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 December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread globally. On March 11, 2020,May 2023 the World Health Organization characterizeddeclared that COVID-19 asno longer represents a global public health emergency of international concern, but the effects of the pandemic and, on March 13, 2020,are still being felt in the United States declared a national emergency with respect to COVID-19.form of COVID-19 infections.

The coronavirus pandemic outbreak caused major disruptions to businesses and markets worldwide. Though the companyCompany cannot predict what the long-term effects of thisthe pandemic and the resulting economic disruptions may have on ourthe 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 thea 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 estimate that the net proceeds to us from the sale of the shares of our common stock offered by us will be approximately $9,883,510 based on selling a low point of 2,000,000 units, $24,783,510 based upon selling the midpoint of 5,000,000 units and $49,733,510 based on selling the maximum 10,000,000 units, assuming an offering price of $5.00 per unit.as set forth on the cover page of this prospectus.

We currently intend to use the net proceeds to us from this offering primarily 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 toentertoenter 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 havehas 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

The following summary describes our capital stock as in our amended and restated articles of incorporation

Authorized Capital. The total number of shares of all classes of capital stock which the corporation shall have the authority to issue is 490,002,000470,001,000 shares, consisting of (i) four hundred fifty million (470,001,000)(450,000,000) shares of Common Stock, par value $.001 per share (“Common Stock”), and (ii) 20,001,000twenty 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 in 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;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 common stockunits 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 nine monthsyear ended SeptemberJune 30, 20202023 was $(0.09)$(0.10) per share. ProjectedThe 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 SeptemberJune 30, 20202023 would be:

Low Point Sold:

$9,833,5109,986,396 or $0.63$0.55 per share, if athe lower amount is sold, $24,783,510

$24,978,896, or $1.36$1.28 per share if the midpoint amount is sold, and $49,733,510

$49,969,396 or $2.15$2.07 per share, if the maximum is sold.

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

The following table illustrates this per share dilution:

SELLING STOCKHOLDERS

Selling stockholders may sell common stock from time to time at the prevailing market prices or privately negotiated prices. The selling stockholders do not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock being offered hereby. We will pay the expenses of registering these shares.

We will not receive any of the proceeds from the sale of shares sold by the selling stockholders. The offering by us is being made on a self-underwritten “best efforts” basis. The shares offered by us will be sold principally by our officers and directors.

Our common stock is not registered under Section 12 of the Securities Exchange Act of 1934. However, we are voluntarily reporting under the Exchange Act and our shares are currently trading on the Pink Sheets operated by the OTC Markets.

Selling Stockholders

On behalf of the selling stockholders, we have agreed to file a registration statement with the Securities and Exchange Commission covering the resale of their common stock as described in this prospectus.

We will use our reasonable efforts to keep the registration statement effective and update the prospectus until the securities owned by the selling stockholders have been sold or may be sold without registration or prospectus delivery requirements under the Securities Act of 1933. We will pay the costs and fees of registering the shares, but the selling security holders will pay any brokerage commissions, discounts or other expenses relating to the sale of the shares.

The registration statement that we have filed with the Securities and Exchange Commission, of which this prospectus forms a part, covers in part the resale of our common stock by the selling stockholders from time to time under Rule 415 under the Securities Act of 1933. The filing of this registration statement was for the intention of providing those stockholders with additional liquidity with respect to their ownership of shares of common stock.

The selling stockholders may offer our common stock covered under this prospectus for resale from time to time. The selling stockholders may also sell, transfer or otherwise dispose of all or a portion of the common stock in transactions exempt from the registration requirements of the Securities Act of 1933.

The table below presents information as of February 1, 2021 regarding the selling stockholders and the shares of common stock that the selling stockholders may offer and sell from time to time under this prospectus. The table is prepared based on information we were able to secure from company records maintained by Signature Stock Transfer, Inc.. Although we have assumed, for purposes of the table below, that the selling stockholders will sell all of the securities offered by this prospectus, because they may offer all or some of the securities in transactions covered by this prospectus or in another manner, no assurance can be given as to the actual number of shares that will be resold by the selling stockholders. Information covering the selling stockholders may change from time to time and changed information will be presented in a supplement to this prospectus or an amendment to the registration statement if and when required. There are no agreements, arrangements or understandings with respect to resale of any of the securities covered by this prospectus.