SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q/A
 (Mark
One)
 
 xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE
 SECURITIES
EXCHANGE ACT OF 1934
 
 For the
quarterly period ended June 30, 2009
 
 OR
 
  ̈TRANSITION REPORT UNDER SECTION 13 OF
15(d) OF THE EXCHANGE ACT OF 1934
 
 From the
transition period from ___________ to ____________.
 
 Commission
File Number 000-29935
 
 CROWN EQUITY HOLDINGS
INC.
 (Exact
name of small business issuer as specified in its
charter)
 
 Nevada
33-0677140
 (State or
other jurisdiction of incorporation or organization)(IRS Employer Identification
No.)
 
 9663 St Claude Avenue Las
Vegas NV 89148
 (Address
of principal executive offices)
 
 (702)
448-1543
 (Issuer's
telephone number)
 
 N/A
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Indicate
by check mark whether the Company (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90
days:     Yes : x   No:
o
 
 Indicate
by check mark whether the Company is a large accelerated filer, an accelerated
file, non-accelerated filer, or a smaller reporting company.
 Large accelerated filer o
                  Accelerated filed oNon-accelerated filer o
                  Smaller reporting company x
 
 Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2
of the Exchange Act).
 Yes oNo x
 
 As of
August 7, 2009, there were 72,090,632 shares of Common Stock of the issuer
outstanding.
  
  TABLE
OF CONTENTS
 
 PagePART
      I: FINANCIAL INFORMATIONItem
      1. Financial Statements (Unaudited)
                    
                    3Balance
      Sheets as of June 30, 2009 and December 31, 2008
                    
                    3Statements
      of Operations For the Three and Six Months Ended June 30, 2009 and
      2008
                    
                    4Statements
      of Cash Flows For  the Six Months Ended June 30, 2009 and
      2008
                    
                    5Notes
      to Financial Statements
                    
                    6Item
      2. Management’s Discussion and Analysis and Plan of
      Operation
                    
                    8Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk
                    
                    9Item
      4T. Controls and Procedures
                    
                    9PART
      II: OTHER INFORMATIONItem
      1. Legal Proceedings
                    
                    10Item
      1A. Risk Factors
                    
                    10Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds
                    
                    10Item
      3. Defaults upon Senior Securities
                    
                    10Item
      4. Submission of Matters to a vote of Security
Holders
                    
                    10Item
      5. Other Information
                    
                    11Item
      6. Exhibits
                    
                    11Signatures
                    
                    11
  2
  Crown
Equity Holdings Inc.
 CONSOLIDATED
BALANCE SHEETS
 (Unaudited)
 
 June 30,
                      
                      
                      December 31,2009
                      
                      
                      2008AssetsCurrent
      assetsCash
      and cash equivalents
                      
                      $
                      12,088
                      
                      
                      $
                      2,898Fixed
      assetsEquipment
      (net)
                      
                      
                      34,411
                      
                      
                      
                      43,373Total
      Assets
                      
                      $
                      46,499
                      
                      
                      $
                      46,271Liabilities
      & Stockholder's DeficitCurrent
      liabilitiesAccounts
      payable and accrued expenses
                      
                      $
                      25,920
                      
                      
                      $
                      40,393Accounts
      payable - related party
                      
                      
                      68,738
                      
                      
                      
                      74,718Advances
      from related parties
                      
                      
                      75,752
                      
                      
                      
                      85,915Accrued
      interest
                      
                      
                      2,950
                      
                      
                      
                      —Salaries
      payable
                      
                      
                      20,150
                      
                      
                      
                      23,000Note
      payable - related party
                      
                      
                      53,860
                      
                      
                      
                      51,210Note
      payable
                      
                      
                      15,700
                      
                      
                      
                      13,700Total
      current liabilities
                      
                      
                      263,070
                      
                      
                      
                      288,936Stockholder's
      DeficitCommon
      stock, $.001 par value, 500,000,0000 shares authorized, 72,090,632 and
      69,199,632 shares issued and outstanding
                      
                      
                      72,091
                      
                      
                      
                      69,200Additional-paid-in-capital
                      
                      
                      6,309,113
                      
                      
                      
                      6,030,904Accumulated
      deficit
                      
                      
                      (6,597,775
                      )
                      
                      
                      (6,342,769
                      )Total
      stockholder's deficit
                      
                      
                      (216,571
                      )
                      
                      
                      (242,665
                      )Total
      Liabilities & Stockholders’ Deficit
                      
                      $
                      46,499
                      
                      
                      $
                      46,271
 
 The
accompanying notes are an integral part of the financial
statements
  3
  Crown
Equity Holdings Inc.
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 Three
and Six month periods ended June 30, 2009 and 2008
 (Unaudited)
 
 Three Months
                    
                    
                    Six Months2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Revenue
                    
                    $
                    78,213
                    
                    
                    $
                    10,549
                    
                    
                    $
                    84,357
                    
                    
                    $
                    11,121Cost
      of goods sold
                    
                    
                    (529
                    )
                    
                    
                    (13,677
                    )
                    
                    
                    (1,893
                    )
                    
                    
                    (13,677
                    )Gross
      margin
                    
                    
                    77,684
                    
                    
                    
                    (3,128
                    )
                    
                    
                    82,464
                    
                    
                    
                    (2,556
                    )Expenses:General
      and administrative
                    
                    
                    61,503
                    
                    
                    
                    114,811
                    
                    
                    
                    315,487
                    
                    
                    
                    153,282Depreciation
                    
                    
                    6,428
                    
                    
                    
                    —
                    
                    
                    
                    12,773
                    
                    
                    
                    12,690Operating
      income(loss)
                    
                    
                    9,753
                    
                    
                    
                    (117,939
                    )
                    
                    
                    (245,796
                    )
                    
                    
                    (168,528
                    )Other
      Income (expense):Other
      income
                    
                    
                    438
                    
                    
                    
                    —
                    
                    
                    
                    438
                    
                    
                    
                    —Realized
      (loss) on securities
                    
                    
                    (9,724
                    )
                    
                    
                    —
                    
                    
                    
                    (9,724
                    )
                    
                    
                    —Gain
      on accounts payable forgiveness
                    
                    
                    -
                    
                    
                    
                    —
                    
                    
                    
                    1,319
                    
                    
                    
                    —Interest
      expense
                    
                    
                    (475
                    )
                    
                    
                    (950
                    )
                    
                    
                    (1,243
                    )
                    
                    
                    (950
                    )Total
      other income(expense)
                    
                    
                    (9,761
                    )
                    
                    
                    (950
                    )
                    
                    
                    (9,210
                    )
                    
                    
                    (950
                    )Net
      income(loss)
                    
                    $
                    (8
                    )
                    
                    $
                    (118,889
                    )
                    
                    $
                    (255,006
                    )
                    
                    $
                    (169,478
                    )Net
      income(loss) per share (basic and diluted):
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )Weighted
      average shares outstanding (basic and diluted):
                    
                    
                    72,038,984
                    
                    
                    
                    68,429,558
                    
                    
                    
                    71,190,555
                    
                    
                    
                    68,501,491
 
 The
accompanying notes are an integral part of the financial
statements
  4
  Crown
Equity Holdings Inc.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 Six
month periods ended June 30, 2009 and June 30, 2008
 (Unaudited)
 
 2009
                            
                            
                            2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                            
                            $
                            (255,006
                            )
                            
                            $
                            (169,478
                            )Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
      expense
                            
                            
                            12,773
                            
                            
                            
                            12,690Stock
      for services
                            
                            
                            225,100
                            
                            
                            
                            64,134Gain
      on accounts payable forgiveness
                            
                            
                            (1,319
                            )
                            
                            
                            —Net
      Change in:Accounts
      payable and accrued expenses
                            
                            
                            (4,203
                            )
                            
                            
                            21,350Accounts
      payable - related party
                            
                            
                            (5,981
                            )
                            
                            
                            (15,000
                            )Accrued
      salaries
                            
                            
                            20,150
                            
                            
                            
                            —TOTAL
      CASH FLOWS USED IN OPERATING ACTIVITIES
                            
                            
                            (8,486
                            )
                            
                            
                            (86,304
                            )CASH
      FLOWS USED IN INVESTING ACTIVITIESCash
      paid for purchase of fixed assets
                            
                            
                            (1,811
                            )
                            
                            
                            -CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from related party, net
                            
                            
                            (10,163
                            )
                            
                            
                            48,479Proceeds
      from sale of stock
                            
                            
                            25,000
                            
                            
                            
                            —Proceeds
      from notes payable
                            
                            
                            2,000
                            
                            
                            
                            —Notes
      payable-related party
                            
                            
                            2,650
                            
                            
                            
                            (10,000
                            )TOTAL
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                            
                            
                            19,487
                            
                            
                            
                            38,479Net
      Increase (Decrease) in Cash
                            
                            
                            9,190
                            
                            
                            
                            (47,825
                            )Cash,
      beginning of period
                            
                            
                            2,898
                            
                            
                            
                            48,952Cash,
      end of period
                            
                            $
                            12,088
                            
                            
                            $
                            1,127SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                            
                            $
                            -
                            
                            
                            $
                            -Income
      taxes paid
                            
                            
                            -
                            
                            
                            
                            -Non
      Monetary transactionsCommon
      stock for accounts payable and accrued liabilities
                            
                            
                            29,000
                            
                            
                            
                            -Common
      Stock for vehicle
                            
                            
                            2,000
 
 The
accompanying notes are an integral part of the financial
statements
  5
  Crown
Equity Holdings Inc.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 NOTE 1 -
BASIS OF PRESENTATION
 
 The
accompanying unaudited interim consolidated financial statements of Crown Equity
Holdings Inc. (“Crown Equity”) have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission (“SEC”), and should be read in
conjunction with the audited consolidated financial statements and notes thereto
contained in Crown Equity’s December 31, 2008 Annual Report filed with the SEC
on Form 10-K. In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
end December 31, 2008 as reported on Form 10-K, have been omitted.
 
 NOTE 2 -
GOING CONCERN
 
 As shown
in the accompanying financial statements, we incurred a net loss during the six
months ended June 30, 2009, have an accumulated deficit and a working capital
deficit as of June 30, 2009. These conditions raise substantial doubt as to our
ability to continue as a going concern. Management is trying to raise additional
capital through sales of common stock. The financial statements do not include
any adjustments that might be necessary if we are unable to continue as a going
concern.
 
 NOTE 3 -
RELATED PARTY TRANSACTIONS
 
 Crown
Partners, Inc., the majority shareholder of Crown Equity, has advanced funds for
Crown Equity's operations. There are outstanding balances of $53,063 under
advances from related party as of June 30, 2009 and $63,226 as of December 31,
2008.
 
 Crown
Equity’s Chief Financial Officer has advanced Crown Equity money for various
purposes. As of June 30, 2009 Crown Equity was indebted to the Chief Financial
Officer for notes payable of $53,860, advances of $22,689 and accounts payable
of $12,841 for a total indebtedness of $89,390.
 
 During
the six months ended, June 30, 2009 Crown Equity issued 1,980,000 shares of
common stock to four related parties for compensation with a value of
$198,000
  6
  NOTE 4 –
COMMON STOCK
 
 During
the six months ended June 30, 2009 Crown Equity issued 2,891,000 shares of
common stock between $0.02 to $0.10 per share. The shares were issued as
follows:
 ·
                250,000 issued for cash of
      $25,000
 ·
                60,000 issued for accounts
      payable of $6,000
 ·
                230,000 issued for accrued
      compensation payable of
$23,000
 ·
                2,251,000 issued for compensation
      of $225,100
 ·
                100,000 issued for purchasing a
      vehicle from a related party for
$2,000
 
 Note 6 -
CONTINGENCIES
 
 There is
pending litigation in Arizona small claims court - Strojnik v. Crown Equity
Holdings, Inc. and Crown Partners, Inc.  Crown Equity has assessed the
outcome of a loss as remote and furthermore the maximum liability in small
claims court is $2,500.  Crown has not accrued any amounts related to
this contingency.
  7
  Item
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS
 
 This
report 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. Crown Equity’s actual results could differ
materially from those set forth on the forward looking statements as a result of
the risks set forth in Crown Equity’s filings with the Securities and Exchange
Commission, general economic conditions, and changes in the assumptions used in
making such forward looking statements.
 
 OVERVIEW
 
 Crown
Equity Holdings Inc. (the "Crown Equity" or "CEH") was incorporated on August
31, 1995 as "Visioneering Corporation" under the laws of
the  State  of  Nevada,  to  engage  in  any  lawful  corporate  undertaking,
including,  but not limited to, selected mergers
and  acquisitions.
 
 In 2007,
Crown Equity, through its wholly-owned subsidiary, Crown Trading Systems, Inc.
(“CTS”), a Nevada corporation, began to develop, sell, and produce computer
systems which are capable of running multiple monitors from one
computer.  At present, CTS is able to run 16 monitors off one
CPU.  In late, 2007, CTS began to attend trade shows and started
selling these systems.  For the six months ended June 30, 2009, CEH
had revenues of approximately $84,357.
 
 On June
18, 2009 Crown Trading Systems, Inc was dissolved and the business became part
of Crown Equity.
 
 Additionally,
CTS has entered into reseller and distribution agreements with over 30 wholesale
and retail computer components to sell their products on CTS’s website,
www.crowntradingsystems.com.
 
 Crown
Equity is offering its services to companies or individuals looking to go public
in the United States.  It has launched a website,
www.crownequityholdings.com, which offers its services in a wide range of
fields.
 
 Crown
Equity’s office is located at 9663 St Claude, Las Vegas, Nevada
89148.
 
 As of
June 30, 2009, Crown Equity had no employees but was utilizing the services of
independent contractors and consultants.
 
 RESULTS
OF OPERATIONS
 
 For the
six months ended June 30, 2009 and 2008, we had revenues of $84,357 and $11,121
respectively, for a net loss of $255,006 and $ 169,478, respectively. For the
three months period ending June 2009 and 2008 revenues were $78,213 and $10,549
with a net loss of $8 and $118,889 respectively. General and administrative
expense increased to $315,487 for the six months ended June 30, 2009 as compared
to $153,282 for the same period in 2008 and decreased to $61,503 compared to
$114,811 for the three months of the same periods.  Interest expense
incurred during the six month period ending June 30, 2009 was $1,243 compared
$950 and for the respective three months was $475 in 2009 and $950 for the same
period for 2008. Depreciation for the three and six months period ending June
30, 2009 was $6,428 and $12,773 compared to zero and $12,690 for the same
periods in 2008. The increase in general and administrative expense was
primarily attributable to Crown Equity’s growing operations and stock issued for
services during the period ending June 30, 2009.
  8
  Crown
Equity will attempt to carry out its business plan as discussed above; however,
it cannot predict to what extent its lack of liquidity and capital resources
will hinder its business plan prior to the consummation of a business
combination.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 At June
30, 2009, Crown Equity had current assets of $12,088 and current liabilities of
$263,070, resulting in a working capital deficit of
$250,982.  Shareholders' deficit as of June 30, 2009 was $216,571.
Further, there exist no agreements or understandings with regard to loan
agreements by or with the Officers, Directors, principals, affiliates or
shareholders of Crown Equity.
 
 Our
existing capital is not sufficient to meet Crown Equity's cash needs, including
the costs of compliance with the continuing reporting requirements of the
Securities Exchange Act of 1934, as amended.  As shown in the
accompanying financial statements, Crown Equity incurred a net loss of $255,006
for the six months ended June 30, 2009, has an accumulated deficit of $6,597,775
and a working capital deficit of $250,982 as of June 30, 2009. These conditions
raise substantial doubt as to Crown Equity's ability to continue as a going
concern. Management is trying to raise additional capital through sales of
common stock. The financial statements do not include any adjustments that might
be necessary if Crown Equity is unable to continue as a going
concern.
 
 EMPLOYEES
 
 As of
June 30, 2009, Crown Equity had no employees.
 
 ITEM
3.   CONTROLS AND PROCEDURES
 
 As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, Crown
Equity is not required to provide information required under this
Item.
 
 ITEM
4T:    CONTROLS AND PROCEDURES
  (a) Evaluation
of Disclosure Controls and Procedures
  Based on
their evaluation of our disclosure controls and procedures(as defined in Rule
13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our
principal executive officer and principal financial officer have concluded that
as of the end of the period covered by this quarterly report on Form 10-Q such
disclosure controls and procedures were not effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms because
of the identification of a material weakness in our internal control over
financial reporting which we view as an integral part of our disclosure controls
and procedures. The material weakness relates to the lack of segregation of
duties in financial reporting, as our financial reporting and all accounting
functions are performed by an external consultant with no oversight by a
professional with accounting expertise.  Our CEO and CFO do not possess
accounting expertise and our company does not have an audit committee. 
This weakness is due to the company’s lack of working capital to hire additional
staff.  To remedy this material weakness, we intend to engage another
accountant to assist with financial reporting as soon as our finances will
allow.
  9
  Changes
in Internal Control over Financial Reporting
  Except as
noted above, there have been no changes in our internal control over financial
reporting identified in connection with the evaluation required by paragraph (d)
of Exchange Act Rules 13a-15 or 15d-15 that occurred during this quarter that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
 
 PART II –
OTHER INFORMATION
 
 ITEM
1.   LEGAL PROCEEDINGS.
 
 There is
pending litigation in Arizona small claims court - Strojnik v. Crown Equity
Holdings, Inc. and Crown Partners, Inc.  Crown Equity has assessed the
outcome of a loss as remote and furthermore the maximum liability in small
claims court is $2,500.  Crown has not accrued any amounts related to
this contingency.
 
 ITEM
1A.  RISK FACTORS.
 
 There
have been no material changes to Crown Equity’s risk factors as previously
disclosed in our most recent 10-K filing for the year ending December 31,
2008.
 
 ITEM
2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
 
 During
the six months ended June 30, 2009 Crown Equity issued 2,891,000 shares of
common stock between $0.02 to $0.10 per share. The shares were issued as
follows:
 ·
                250,000 issued for
      cash
 ·
                60,000 issued for accounts
      payable
 ·
                230,000 issued for accrued
      compensation payable
 ·
                2,251,000 issued for
      compensation
 ·
                100,000 issued for purchasing a
      vehicle
 
 ITEM  3. 
DEFAULTS UPON SENIOR SECURITIES.
 
 None
 
 ITEM  4. 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 None
  10
  ITEM  5.  OTHER
INFORMATION.
 
 There
were no reports on Form 8-K filed during the quarter ended June 30,
2009.
 
 ITEM 6.
EXHIBITS
 
 EXHIBIT
31.1 Certification of Principal Executive Officer and Principal Financial
Officer
 
 EXHIBIT
32 Certification of Compliance to Sarbanes-Oxley
 
 SIGNATURES
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 CROWN
      EQUITY HOLDINGS INC.By
      /s/ Kenneth BosketKenneth
      Bosket, CEOBy
      /s/ Montse ZamanMontse
      Zaman, CFO, Chief Accounting
Officer
 
 Date:
August 7, 2009
  11