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Crown Equity Holdings, Inc. – ‘S-3’ on 9/6/22

On:  Tuesday, 9/6/22, at 9:09am ET   ·   Accession #:  1477932-22-6666   ·   File #:  333-267285

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/06/22  Crown Equity Holdings, Inc.       S-3                   73:16M                                    Discount Edgar/FA

Document/Exhibit                   Description                      Pages   Size 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i S-3

REGISTRATION STATEMENT

☒    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Commission File Number 000-29935

2741

(Primary Standard Industrial

Classification Code Number)

 i 11226 Pentland Downs Street,  i Las Vegas,  i NV  i 89141

( i 702)  i 683-8946

Copies to:

Arnold F. Sock, Esquire

Box 25847

Los Angeles, CA 90025-0847

(310) 714-0747

__________________________

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective, as determined by market conditions and other factors.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

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) of the Exchange 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 or until this registration statement shall become effective on such date as the 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.

Subject To Completion, Dated September 2, 2022

PROSPECTUS

$50,000,000

CROWN EQUITY HOLDINGS, INC.

Common Stock

Preferred Stock

_____________________

We may, from time to time, offer and sell the securities identified above in one or more offerings. The aggregate initial offering price of all securities sold under this prospectus will not exceed $50,000,000. 

This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the manner in which these securities will be offered and may also add to, update or change information contained in this prospectus. You should carefully read this prospectus and the accompanying prospectus supplement before you invest.

We may offer and sell these securities separately or together in any combination for sale directly to investors or through underwriters, dealers, or agents. If any underwriters, dealers, or agents are involved in the sale of any of these securities, we will set forth their names and describe their compensation in the applicable prospectus supplement.

Our common stock is listed on the OTC Markets under the symbol “CRWE.” On September 1, 2022, the last reported sale price of our common stock on the OTC Markets was $1.66 per share. We recommend that you obtain current market quotations for our common stock prior to making an investment decision.

_________________________

Investing in our securities involves risks. See the section entitled “Risk Factors” included in or incorporated by reference into the accompanying prospectus supplement and in the documents, we incorporate by reference in this prospectus.

________________________

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 ____________, 2022

TABLE OF CONTENTS

____________________

We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus and any prospectus supplement, or incorporated by reference, is accurate only as of the dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf” registration, or continuous offering, process. Under this shelf registration process, we may, from time to time, offer and sell separately or together in any combination the securities described in this prospectus in one or more offerings up to a maximum aggregate offering price of $50,000,000.

This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering and the offered securities. Any prospectus supplement, or information incorporated by reference in this prospectus or any prospectus supplement, may also add, update, or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. The registration statement we filed with the SEC includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC and any prospectus supplement, together with additional information described under the heading “Where You Can Find More Information,” before making your investment decision.

Unless the context indicates otherwise, references in this prospectus to the “Company,” “Crown Equity,” Crown Equity Holdings, “we,” “us,” “our” and similar terms refer to Crown Equity Holdings, Inc., including its divisions doing business as CRWEWORLD, CRWE Press Release, iB2B Global, CRWETube, and CRWETECH.

RISK FACTORS

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 general and specific audience news and information globally; (2) transforming a sufficient number of our readership into consumers of the Company’s other product and services and (3) increasing our online visibility.

The Company relies on the functionality of its computers for its internet operations and the Company’s offered services for the various aspects of publishing, technology, and e-commerce industry, and any breakdown or interruption or slow-down of those computers’ functionality the Company’s services and ability to generate revenue negatively.

Data corruption, hardware failure, could cause sites to malfunction or stop operating entirely. This could stop customers from using the Company’s online sites of services and e-commerce businesses. 

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, we incorporate 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, 2021. 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 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.

Internal control with Inherent limitation, could adversely affected the Company.

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 guidance or the expectations of equity research analysts or investors, the price of our common stock could decrease significantly.

Our audit report from our auditors discloses in Note 2 to the financial statements, published in our most recent Form 10-K filing (for the year ending 12/31/2021) and in Form 10-Q filing (for the quarter ending 06/31/2022) states 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 to our financial statements discuss 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, if losses continue, 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; we could continue to experience losses in the future. The Company’s accumulated deficit through December 31, 2021 was $13,416,867. 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 dependent 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 of achieving quarterly or annual revenue and profits expectations would likely adversely affect the price of our common stock.

Although we believe that the funds we raise 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, 2021, our cash balance was $4,320. 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 to be unable 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 desire to handle it, buyers and sellers, ability to buy or sellers to trade our stock, which could cause the marketability of our stock to be lesser than if than if it were not a penny stock.

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.

Investors are not able to cancel their subscription agreements they sign, 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 determined arbitrarily by our Board of Directors may not be worth as much as the offering price because of the method of its determination.

The Board of Directors may arbitrarily determine the price for the offering. As the offering price is not based on a specific calculation or metric, the price has inherent risks and therefore your investment could become worth less than the offering price.

There are inherent risks of being able to meet the requirement of being a public company, such as regulatory filings, costs associated with regulatory matters which include audits and legal. These deadlines and 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 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 risk factors are disclosed within the following Special Note Regarding Forward-Looking Statements.

Crown Equity Holdings, Inc.

Crown Equity Holdings, Inc., is a vertically integrated, online company.

One of the Company’s online website divisions does business as CRWE WORLD. Crown Equity Holdings has multiple websites, for different purposes and markets.  CRWE WORLD http://www.crweworld.com is still in development, as well as the Company’s other related digital properties.

The Company believes its CRWE WORLD division will be able to utilize its personnel’s expertise in the disseminating of financial and general news, as well as press releases for companies seeking market awareness of their brand, and for a company’s services and/or goods at a good value price point for the widespread dissemination of such information is a very viable business model.

Corporate Information

Crown Equity Holding, 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.

The Company subsequently changed its name 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.”

It was on September 28, 2006, the Company changed to its current name of “Crown Equity Holdings, Inc.

The Company’s principal office is located at 11226 Pentland Downs Street, Las Vegas NV 89141. Crown Equity Holdings, Inc.’s corporate website address is www.crownequityholdings.com. Information contained on that website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.

Overview 

Crown Equity Holdings, Inc. online business operations encompasses all its websites.

CRWEWORLD 

People can use the CRWE WORLD Digital Online Media site on their electronic devices, including smart phones, 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 news goal is to give people the ability to read through the latest news stories that have an impact on the individuals or their businesses, all from one convenient location, so there’s no need to comb through dozens of websites hoping to find the news that they want.

People can use CRWE WORLD, News Aggregator Platform to take care of the busy work and put information at their fingertips to discover what is happening in the business world around them. As the saying goes, “knowledge is power,” and news aggregators are an excellent way to obtain the knowledge 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 he or she is interested in reading. With CRWE WORLD finding success by casting a business-related news site to the financial market segments.

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

CRWE WORLD is built on the expectation that while there are still plenty of print and online publications around, 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. The company revenue’s sources will come from the advertisers desiring to engage the company’s monthly active users for a fee. Starting with the placement of online banners designed for digital advertising, using sponsored hyperlinks, pay-per-click, or impressions to drive traffic to their website for the purpose of increasing their brand or product awareness

To build a successful digital media business it is important to continually diversify the product portfolio. With more content, employees and a sales team, Crown Equity Holdings, Inc. believes that there is a significant opportunity to expand CRWE WORLD’s user and business bases. Statista, a market, and consumer data company, estimates that there were five billion active internet users worldwide as of April 2022. That indicates that sixty three percent of the global population is internet users.

Company Principles:

Growth Strategy

Crown Equity Holdings, Inc. has aligned its CRWE WORLD business growth strategy around the two primary focuses 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, as well as known to potential viewers.

Users: Provide an easy to use, safe, and efficient platform.

Mobile Applications: The Company plan to develop mobile applications to drive user adoption of these applications. According to Statista, the current number of smart phone users in the world is now 3.5 billion. This indicates that 44.85% of the world's population is smart phone users

Product Development: The company plans 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. has a continuing focus on making CRWE WORLD simple and easy to use, particularly for new users.

Targeting: The Company plan to continue to improve the targeting capabilities of our 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 to increase our 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 ad formats for our 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. There is so much information available from some of the most popular news aggregators sources, which include Feedly, Google News, Alltop, and Flipboard today. This can get overwhelming when searching for up-to-date information within a selected industry. Therefore, CRWE WORLD plans to specialize in providing business information in a specific field, but to allow its target market to be able to limit their search to one source within the aggregated news industry. The Company believes that as it specializes, the public’s perception of its authority in the marketplace will increase. Scrupulous sourcing and fact checking will assist in this effort. 

Here are just a few examples of natural evolutions in specialization:

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

Other Websites and Online Services

Crown Equity Holdings, Inc., also has the following online sites:

iB2B Global

iB2B Global (https://ib2bglobal.com), is to be an online e-Commerce marketplace that is near completion. It will offer a trusted platform to enable businesses to transform the way they market, sell products, and operate. The Company will provide the technology infrastructure and marketing reach to help merchants, product 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 in selling merchandise. The site is designed for businesses-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 iB2B Global web portal internationally. In fact, anything that is legally sellable may be sold through iB2B Global.

Though the Company plans to generate revenue and income from percentages (commissions) from product sales, and advertising. iB2B Global strategies involves pricing lower than most of the eCommerce sites. Lower pricing at a reduced profit margin for the Company to influence a consumer’s purchasing decision. Therefore, the Company’s aim is to start competing against third-party type of vendors, and to continually develop strategies and build a strong sales history. The objective is to strengthen iB2B Global to compete against brands such as Amazon in the future.

CRWE Press Release

CRWE Press Release (www.crwepressrelease.com) is a digital news and press release service that is live and provides publishing and distribution of online written communications. The purpose is for announcing newsworthy information. This site’s low price press release dissemination service will allow small to mid-cap public companies trading on the OTC, NYSE, NASDAQ, and NYSE Market, as well as privately owned businesses, to takes advantage of our value priced per press release price.

 For those desiring "unlimited press release" capability, there is a flat rate plan to allow businesses to reach their target audiences whenever they want and be able to stay within a flat rate budget. This will allow an unlimited amount of press releases annually. CRWE Press Release seeks to offer increased visibility through its unique distribution model for both public and private companies, as well as the press release staying indefinitely on the site, while automatically being published through “CRWE WORLD” online network of news information publications, combined and excellent customer support is press release distribution service at its best.

CRWETUBE

CRWETUBE (https://crwetube.com) is Crown Equity Holdings’ 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 and income through charges for advertisements from all video content being viewed.

CRWETECH

CRWETECH (https://crwetech.com) is an IT/technology business that is offering its dependable IT support, web hosting, and 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 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.

FORWARD-LOOKING STATEMENTS

When used in this prospectus, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “project,” “forecast,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “seeks,” “scheduled,” “will,” and similar expressions are intended to identify forward-looking statements, and include but are not limited to:

These statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statements, including the following:

Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We will discuss many of these risks and uncertainties in greater detail in any prospectus supplement under the heading “Risk Factors.” Additional cautionary statements or discussions of risks and uncertainties that could affect our results or the achievement of the expectations described in forward-looking statements may also be contained in the documents we incorporate by reference into this prospectus.

These forward-looking statements speak only as of the date of this prospectus. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based, except as required by law or regulation. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC and incorporated herein by reference.

USE OF PROCEEDS

The Company intends to retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Except as described in any prospectus supplement or any related free writing prospectus that we may authorize to be provided to you, we currently intend to use the net proceeds from the sale of the securities offered hereby for general corporate purposes, including working capital, operating expenses and capital expenditures, repayment or redemption of existing indebtedness, and future acquisitions.

In addition to the Company hiring writers and editors for CRWE WORLD, the Company will need service representatives, and IT technicians for continued website development, operating systems, and programs, monitoring and maintenance, troubleshooting, support and trainings for all Company websites, as well as advertising to spread awareness of the sites

We may also use a portion of the net proceeds to acquire or invest in businesses and products that are complementary to our own, although we have no current plans, commitments, or agreements with respect to any acquisitions as of the date of this prospectus. We will set forth in the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds received from the sale of any securities sold pursuant to the prospectus supplement or free writing prospectus. We intend to invest the net proceeds to us from the sale of securities offered hereby that are not used as described above in short-term, investment-grade, interest-bearing instruments.

DESCRIPTION OF AUTHORIZED STOCK AND OF OUTSTANDING STOCK

This section describes the general terms and provisions of the shares of our common stock, $0.001 par value per share, and preferred stock, $0.001 par value per share. This description is only a summary. Our restated certificate of incorporation, or our Certificate of Incorporation, and our amended and restated bylaws, or our Bylaws, have been filed as exhibits to our periodic reports filed with the SEC, which are incorporated by reference in this prospectus. You should read our Certificate of Incorporation and our Bylaws for additional information before you buy any of our common stock, preferred stock, or other securities. See “Where You Can Find More Information.”

Authorized and Outstanding Stock

Our Amendment and Restated Certificate of Incorporation authorizes the issuance of 450,000,000 shares of common stock, $0.001 par value per share, and 20,001,000 shares of preferred stock, which 20,000,000 shares are undesignated preferred stock, and 1,000 shares shall be designated a series A preferred share stock, $0.001 par value per share. As of December 31, 2021, there were 13,318,642 shares of common stock and 1,000 shares of preferred stock outstanding. The outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable. As of December 31, 2021, there were 109 holders of record of our common stock. Because many of our shares of common stock are held by brokers and other nominees on behalf of stockholders, this number is not indicative of the total number of stockholders represented by these stockholders of record.

Listing

Our common stock is traded on the OTC Markets under the symbol “CRWE.”

Common Stock

Voting Power

Except as may otherwise be required by law and subject to the rights of the holders of Preferred Stock fixed in or pursuant to this Article IV, each holder of Common Stock shall have one vote for each share of Common Stock held by such holder on each matter submitted to a vote of the stockholders.

The transfer agent and registrar for our common stock is Signature Stock Transfer, Inc. Its address is 14673 Midway Rd #220, Addison, TX 75001. Our common stock is listed on the OTC Markets under the symbol “CRWE.”

Dividends

Subject to the rights, if any, of the holders of Preferred Stock with respect to the payment of dividends and the requirements, if any, with respect to the setting aside of sums as sinking funds or redemption or purchase accounts for the benefit of such holders and subject to any other conditions that may be fixed in or pursuant to the provisions of this Article IV, the holders of Common Stock shall be entitled to receive such dividends, if any, as may be declared from time to time by the Board of Directors on the Common Stock out of assets which are legally available therefore. Any such dividends shall be divided among the holders of the Common Stock on a pro rata basis.

Liquidation

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 amounts fixed in or pursuant to the provisions of this Article IV, the holders of the Common Stock shall be entitled to receive all the remaining assets of the corporation, tangible and intangible, of whatever kind available for distribution to stockholders. Any such assets shall be divided among the holders of Common Stock on a pro rata basis.

Preemptive or Other Rights

Holders of our common stock have no preemptive, conversion or other subscription rights, and there are no sinking fund or redemption provisions applicable to our common stock.

Election of Directors

The Board of Directors shall be divided into two classes of directors, Class I Directors and Class Il 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 Il 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.

The right to accumulate votes in the election of directors, and/or cumulative voting by any stockholder of the corporation, is hereby expressly denied.

Preferred Stock

Shares of the Preferred Stock may be issued from time to time in one or more series, the shares of each series to have any designations and powers, preferences and rights, and qualifications, limitations, and restrictions thereof, and in any resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter prescribed (a "Preferred Stock Designation").

Authority of Board of Directors; Preferred Stock Designation. In addition to the series of Preferred Stock authorized pursuant to paragraph 4 of this Article IV, authority is hereby expressly granted to and vested in the Board of Directors to authorize the issuance of the Preferred Stock from time to time in one or more series.

Special Meetings of Stockholders

A special meeting of our stockholders may be called by such persons as provided in our Bylaws. Our Bylaws provide that special meeting of our stockholders may be called only by (i) a majority vote of our board of directors, (ii) our secretary, at the request of the Chairman of our board, (iii) our executive chairman, or (iv) the vote of the stockholders owning not less than 25% of our issued and outstanding stock; provided that our board of directors approves such stockholder request for a special meeting.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our Bylaws provide that a stockholder seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely under our Bylaws, a stockholder’s notice will need to be received by the Company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the open of business on the 120th day prior the anniversary of the date of our proxy statement provided in connection with the previous year’s annual meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the annual meeting is called for a date that is more than 30 days before or after the anniversary date of the previous year’s annual meeting, notice by the stockholder must be received by the secretary no later than the close of business on the latter of the 90th day prior to such annual meeting and the 10th day following the day on which public announcement of the date of such meeting is first made. Our Certificate of Incorporation and our Bylaws specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Authorized but Unissued Shares

Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Forum Selection

Our Certificate of Incorporation requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers, and employees for breach of fiduciary duty and other similar actions be brought in the Court of Las Vegas in the State of Nevada or, if that court lacks subject matter jurisdiction, another federal or state court situated in the State of Nevada. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our Certificate of Incorporation. Our Certificate of Incorporation also requires the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act and the Exchange Act, and the stockholder bringing the suit will be deemed to have to service of process on such stockholder’s counsel. Although we believe these provisions benefit us by providing increased consistency in the application of Nevada law in the types of lawsuits to which it applies, a court may determine that these provisions are unenforceable, and to the extent they are enforceable, the provisions may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.

Anti-Takeover Effects of Provisions of Nevada State Law

We may be, or in the future we may become, subject to Nevada’s control share laws. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation does business in Nevada, including through an affiliated corporation. This control share law may have the effect of discouraging corporate takeovers. Presently, we have less than 100 stockholders of record who are residents of Nevada.

The control share law focuses on the acquisition of a “controlling interest,” which means the ownership of outstanding voting shares that would be sufficient, but for the operation of the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (1) one-fifth or more but less than one-third; (2) one-third or more but less than a majority; or (3) a majority or more. The ability to exercise this voting power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that an acquiring person, and those acting in association with that person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to take away voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell the shares to others. If the buyer or buyers of those shares themselves do not acquire a controlling interest, the shares are not governed by the control share law.

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, a stockholder of record, other than the acquiring person, who did not vote in favor of approval of voting rights, is entitled to demand fair value for such stockholder’s shares.

In addition to the control share law, Nevada has a business combination law, which prohibits certain business combinations between Nevada publicly traded corporations and “interested stockholders” for two years after the interested stockholder first becomes an interested stockholder, unless the corporation’s board of directors approves the combination in advance.

For purposes of Nevada law, an interested stockholder is any person who is: (a) the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (b) an affiliate or associate of the corporation and at any time within the previous two years was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then-outstanding shares of the corporation. The definition of “business combination” contained in the statute is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our board of directors.

Commission Position on Indemnification for Securities Act Liabilities.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, or the “Securities Act,” may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

There is currently no pending material litigation or proceeding involving any director, executive officer, employee or agent where indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

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 at meetings, 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.

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 of same will not purchase any shares in this offering.

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 MATTERS

As appropriate, legal counsel representing the legality of the issuance of the shares of common and preferred stock offered hereby on behalf of Crown Equity Holdings, Inc., is Arnold F. Sock, Esquire, Box 25847, Los Angeles, California 90025.

EXPERTS

M&K CPAS, PLLC, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, and the Company’s 10-Q for the period ended June 30, 2022, which is incorporated by reference in this prospectus and elsewhere in the registration statement.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended (“Securities Act”), with respect to the securities covered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to us and the securities covered by this prospectus, please see the registration statement and the exhibits filed with the registration statement. A copy of the registration statement and the exhibits filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the SEC, located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. The SEC also maintains an Internet website that contains reports, proxy and information statements and other information regarding registrant that file electronically with the SEC. The address of the website is http://sec.report.

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and, in accordance therewith, we file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available for inspection and copying at the Public Reference Room and website of the SEC referred to above.

We maintain a website at http://www.crownequityholdings.com. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus.

MATERIAL CHANGES

The Company have not made any material changes in its affairs which have occurred since the end of our latest fiscal year ending December 31, 2021 financial statements, as well as the ending quarterly report on June 30, 2022 filed under the exchange act.

INCORPORATION OF DOCUMENTS BY REFERENCE

We have filed a registration statement on Form S-3 with the SEC under the Securities Act. This prospectus is part of the registration statement, but the registration statement includes and incorporates by reference additional information and exhibits. The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus:

We also incorporate by reference all additional documents that we file with the SEC under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, that are made after the initial filing date of the registration statement of which this prospectus is a part until the offering of the particular securities covered by a prospectus supplement or term sheet has been completed. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with SEC rules.

You may request, and we will provide you with, a copy of these filings, at no cost, by contacting us at:

Crown Equity Holdings, Inc.

11226 Pentland Downs Street

Las Vegas, Nevada 89141

Attention: Chief Executive Officer

Commission Position on Indemnification for Securities Act Liabilities.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, or the “Securities Act,” may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

There is currently no pending material litigation or proceeding involving any director, executive officer, employee or agent where indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

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 Financial Statements

We have audited the accompanying balance sheets of Crown Equity Holdings, Inc. (the Company) as of December 31, 2021 and 2020 and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial states 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.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s 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 audit to obtain reasonable assurance about whether the 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 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 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 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 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 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 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 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, 2021. 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, 2022   

CROWN EQUITY HOLDINGS, INC.

BALANCE SHEETS

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

CROWN EQUITY HOLDINGS, INC.

STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements 

CROWN EQUITY HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020

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

CROWN EQUITY HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

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

CROWN EQUITY HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS