**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





(Mark
      One)





x  **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      quarterly period ended September 30, 2008





**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
      Saint Claude, Las Vegas Nevada 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:  ̈





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 ̈
              Non-accelerated
                filer ̈
            Accelerated
                filed ̈
              Smaller
                reporting companyx





Indicate
      by check mark whether the Company is a shell company (as defined in Rule 12b-2
      of the Exchange Act).


Yes  ̈ No x





As
      of
      October 31, 2008, there were 69,199,632 shares of Common Stock of the issuer
      outstanding.





**TABLE
      OF CONTENTS**





Page**PART
                I: FINANCIAL INFORMATION**Item
                1. Financial Statements (UNAUDITED)
            
            3Balance
                Sheets as of September 30, 2008 and December 31, 2007
            
            3Statements
                of Operations For the Three Months and Nine Months Ended September
                30,
                2008 and 2007
            
            4Statements
                of Cash Flows For the Nine Months Ended September 30, 2008 and
                2007
            
            5Notes
                to Financial Statements
            
            6Item
                2. Management’s Discussion and Analysis and Plan of Operation
            
            7Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            
            10Item
                4T. Controls and Procedures
            
            10**PART
                II: OTHER INFORMATION**Item
                1. Legal Proceedings
            
            11Item
                1A. Risk FactorsItem
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            11Item
                3. Defaults upon Senior Securities
            
            11Item
                4. Submission of Matters to a vote of Security Holders
            
            11Item
                5. Other Information
            
            11Item
                6. Exhibits
            
            12**Signatures**
            
            12


2





**Crown
      Equity Holdings Inc.**


**CONSOLIDATED
      BALANCE SHEETS**


**(Unaudited)**





September 30,
            
            December 31,2008
            
            2007Current
                assetsCash
            
            $
            963
            
            
            48,952Accounts
                Receivable
            
            
            -
            
            
            14,003Total
                current assets
            
            
            963
            
            
            62,955Fixed
                AssetsEquipment,
                net
            
            
            49,718
            
            
            68,753Total
                Assets
            
            $
            50,681
            
            
            131,708Current
                liabilitiesAccounts
                payable and accrued expenses
            
            $
            44,569
            
            
            18,033Accounts
                payable - related party
            
            
            55,897
            
            
            70,897Advances
                from related parties
            
            
            88,005
            
            
            28,871Note
                payable - related party
            
            
            43,075
            
            
            36,875Accrued
                salaries- related parties
            
            
            23,000
            
            
            —Note
                payable
            
            
            12,700
            
            
            12,700Total
                current liabilities
            
            
            267,246
            
            
            167,376Contingencies
                & commitments
            
            
            -Common
                stock, $.001 par value, 5,000,000,000 shares authorized, 69,199,632
                and
                68,572,984 shares issued and outstanding
            
            
            69,200
            
            
            68,572Additional-paid-in-capital
            
            
            6,030,907
            
            
            5,922,397Accumulated
                deficit
            
            
            (6,316,672
            )
            
            (6,026,638
            )Total
                stockholders’ deficit
            
            
            (216,565
            )
            
            (35,668
            )Total
                Liabilities & Stockholders' Deficit
            
            $
            50,681
            
            
            131,708





The
      accompanying notes are an integral part of the unaudited financial
      statements


3


**Crown
      Equity Holdings Inc.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(unaudited)**





**Three months ending**
            
            **Nine months ending****September 30**
            
            **September 30**2008
            
            2007
            
            2008
            
            2007Revenue:Service
                revenue
            
            $
            —
            
            $
            —
            
            $
            6,273
            
            $
            —Returns
            
            
            (5,366
            )
            
            —
            
            
            —
            
            
            —Cost
                of goods sold
            
            
            —
            
            
            —
            
            
            (13,159
            )
            
            —Expenses:General
                and administrative
            
            
            115,189
            
            
            22,600
            
            
            283,147
            
            
            65,001Net
                loss
            
            $
            (120,555
            )
            $
            (22,600
            )
            $
            (290,033
            )
            $
            (65,001
            )Net
                loss per share (basic and diluted):
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )Weighted
                average shares outstanding (basic and diluted):
            
            
            68,933,328
            
            
            53,244,650
            
            
            68,657,436
            
            
            53,244,650





The
      accompanying notes are an integral part of the unaudited financial statements


4


**Crown
      Equity Holdings Inc.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**Nine
      month periods ended September 30**


**(unaudited)**





2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (290,033
            )
            $
            (65,001
            )Adjustments
                to reconcile net loss to cash used in operating
                activities:Depreciation
                Expense
            
            
            19,035
            
            
            -Stock
                based compensation
            
            
            94,137
            
            
            —Net
                Change in:Accounts
                receivable
            
            
            14,004
            
            
            —Accounts
                payable and accrued expenses
            
            
            26,537
            
            
            (9,461
            )Accounts
                payable - related party
            
            
            —
            
            
            47,274Accrued
                expense-related parties
            
            
            23,000
            
            
            —TOTAL
                CASH FLOWS USED IN OPERATING ACTIVITIES
            
            
            (113,323
            )
            
            (27,188
            )CASH
                FLOWS FROM FINANCING ACTIVITIESAdvances
                from related party, net
            
            
            59,134
            
            
            15,205Notes
                Payable
            
            
            6,200
            
            
            12,700TOTAL
                CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            
            65,334
            
            
            27,905Net
                Increase (Decrease) in Cash
            
            
            (47,989
            )
            
            717Cash,
                beginning of period
            
            
            48,952
            
            
            27Cash,
                end of period
            
            $
            963
            
            $
            744SUPPLEMENTAL
                CASH FLOW INFORMATIONInterest
                paid
            
            $
            -
            
            $
            -Income
                taxes paid
            
            
            -
            
            
            -NONCASH
                TRANSACTIONCommon
                stock issued for accounts payable
            
            $
            15,000





The
      accompanying notes are an integral part of the unaudited financial statements


5


**Crown
      Equity Holdings Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(unaudited)**





NOTE
      1 -
      Basis of Presentation





The
      accompanying unaudited interim 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, and should be read in conjunction with
      the audited financial statements and notes thereto contained in the Company's
      December 31, 2007 Annual Report filed with the SEC on Form 10-KSB. 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, 2007 as reported in Form 10-KSB, have been
      omitted.





NOTE
      2 -
      GOING CONCERN





As
      shown
      in the accompanying financial statements, we incurred a net loss during the
      nine
      months ended September 30, 2008, have an accumulated deficit and a working
      capital deficit as of September 30, 2008. 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 -
      NOTE PAYABLE





On
      March
      30, 2007, the Company borrowed $12,700 from an unrelated third party. The loan
      was due April 1, 2008 and accrues interest at 12% per annum. Amounts outstanding
      under this agreement subsequent to April 1, 2008 are subject to interest at
      18%
      per annum. This loan is in default with an accrued interest of $1,994 as of
      September 30, 2008.





NOTE
      4 -
      RELATED PARTY TRANSACTIONS





Legal
      services are provided by a related party of the company. As of September 30,
      2008, $55,897 was outstanding for legal services.





Crown
      Partners, Inc., the majority shareholder of Crown Equity, has advanced a net
      of
      $ 88,005 to fund Crown Equity's operations for the nine months ended September
      30, 2008.





During
      December 2007, Crown Equity’s Chief Financial Officer loaned the company $60,500
      for the purchase of fixed assets. As of September 30, 2008, $43,075 is
      outstanding and is shown as Note Payable – related party in the
      accompanying financial statements.


6





NOTE
      5 –
STOCKHOLDERS’ EQUITY





During
      the nine months ending September 30, 2008, Crown Equity issued 600,000 shares
      of
      common stock to two related individual for a total value of $60,000. Of the
      $60,000 issuance, $45,000 was issued for services and $15,000 was for settlement
      of prior year accounts payable. The Company issued 336,668 to four non related
      individuals for service rendered with a total value of $49,134.





Crown
      Equity cancelled 310,020 shares of common stock that had been issued to four
      former officers and directors of the Company and accounted for them as
      repurchased for no consideration.





**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. The Company’s actual results could differ
      materially from those set forth on the forward looking statements as a result
      of
      the risks set forth in the Company’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 "Company") 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,
      the Company, though its wholly-owned subsidiary, Crown Trading Systems, Inc.
      (“CTS”), a Nevada corporation, began to develop, sell, and produce computer
      systems which are capable are 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 nine months ended
      September 30, 2008, CTS had net revenues of approximately $6,273 from the sales
      of systems and the reseller distribution of computer components.





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.





The
      Company 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.





The
      Company’s office is located at 9680 West Tropicana, Suite 117, Las Vegas, Nevada
      89147.





As
      of
      September 30, 2008, the Company had no employees but was utilizing the services
      of independent contractors and consultants.


7





RESULTS
      OF OPERATIONS





A.
      Revenue





For
      the
      nine months ended September 30, 2008 and 2007, we had revenues of $6,273 and
      $0,
      respectively, for a net loss of $290,033 and $65,001, respectively. During
      the
      three months ending September 30, 2008 and 2007 the Company had sales returns
      of
      $4,848 and zero with a net loss of $120,555 and $22,600, respectively. The
      sales
      returns are related to sales from the previous two quarters. There were no
      sales
      in the quarter ending September 30, 2008.





B. General
          and Administrative Expense





General
      and administrative expense for the nine months ended September 30, 2008 was
      $262,118 compared to $65,001 for the same period in 2007. During the three
      months period ending September 30, 2008 the Company incurred general and
      administrative expenses of $107,800 and $22,600, respectively. The increases
      are
      primarily attributable to the Company’s commencing operations as well as
      increases in legal, accounting and professional consulting fees.





C.  Depreciation.





Depreciation
      for the three months and nine months ended September 30, 2008 and 2007 was
      $6,345 and $ 19,035 in 2008 and zero in both periods in 2007. The depreciation
      is attributable to the fixtures and equipment owned by the Company.





D.  Interest
      Expense.





The
      Company incurred interest charges of $1,044 and $1,994 during the three and
      nine
      months ended September 30, 2008 and zero for the same periods in 2007,
      respectively.





E.  Net
      Loss.





The
      Company reported a net loss of $120,555 for the three months and $ 290,033
      for
      the nine months ended September 30, 2008 as compared to a net loss of $22,600
      for the three months and $ 65,001 for the nine months ended September 30, 2007.
      The higher loss was attributed to the higher general and administrative expense
      incurred in 2008 over 2007 as part of the starting its present
      operations.





The
      Company 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.





Factors
      That May Affect Operating Results.


8





The
      operating results of the Company can vary significantly depending upon a number
      of factors, many of which are outside its control. General factors that may
      affect the Company’s operating results include:





·
            market
                acceptance of and changes in demand for products and
                services;


·
            a
                small number of customers account for, and may in future periods
                account
                for, substantial portions of the Company’s revenue, and revenue could
                decline because of delays in customer orders or the failure to retain
                customers;


·
            gain
                or loss of clients or strategic relationships;


·
            announcement
                or introduction of new services and products by the Company or by
                its
                competitors;


·
            price
                competition;


·
            the
                ability to upgrade and develop systems and infrastructure to accommodate
                growth;


·
            the
                ability to introduce and market products and services in accordance
                with
                market demand;


·
            changes
                in governmental regulation; and


·
            reduction
                in or delay of capital spending by clients due to the effects of
                terrorism, war and political
                instability.





Key
      Personnel.





The
      Company’s success is largely dependent on the personal efforts and abilities of
      its senior management. The loss of certain members of the Company’s senior
      management, including the Company’s chief executive officer and chief financial
      officer, could have a material adverse effect on the Company’s business and
      prospects.




Operating
      Activities.





The
      net
      cash used in operating activities was $113,323 for the nine months ended
      September 30, 2008 compared to net cash used of $27,188 for the nine months
      ended September 30, 2007. The increase is due primarily to the larger loss
      in
      2008 versus 2007.





Investing
      Activities.





Net
      cash
      used in investing activities was zero for the three months period ending
      September 30, 2008 and zero for the same period ending September 30, 2007.





Financing
      Activities.





Net
      cash
      provided by financing activities was $65,334 for the nine month period ending
      September 30, 2008 and $27,905 for the same period ending September 30, 2007.
      Financing activities for the period ending September 30, 2008 were higher due
      to
      advances from related parties.


9





LIQUIDITY
      AND CAPITAL RESOURCES





At
      September 30, 2008, the Company had current assets of $963 and current
      liabilities of approximately $267,246, resulting in a working capital deficit
      of
      $266,283. Shareholders' deficit as of September 30, 2008 was approximately
      $216,565. Further, there exist no agreements or understandings with regard
      to
      loan agreements by or with the Officers, Directors, principals, affiliates
      or
      shareholders of the Company.




Our
      existing capital is not sufficient to meet the Company's cash needs, including
      the costs of compliance with the continuing reporting requirements of the
      Securities Exchange Act of 1934, as amended. As shown in the accompanying
      financial statements, Crown Equity incurred a net loss of $290,033 for the
      nine
      months ended September 30, 2008, has an accumulated deficit of $6,316,672 and
      a
      working capital deficit of $266,283 as of September 30, 2008. 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
      September 30, 2008, the Company had no employees.





**ITEM
      3. CONTROLS AND PROCEDURES**





As
      a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
      is not required to provide information required under this Item.




**ITEM
      4T: CONTROLS AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures.**





The
      Company maintains disclosure controls and procedures (as defined in Rule
      13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as
      amended) that are designed to ensure that information required to be disclosed
      in our periodic reports filed under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the SEC’s rules and
      forms, and that such information is accumulated and communicated to our
      management, including our principal executive officer, to allow timely decisions
      regarding required disclosure.





Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, will be or have been detected. These inherent limitations include the
      realities that judgments in decision-making can be faulty, and that breakdowns
      can occur because of simple error or mistake. Additionally, controls can be
      circumvented by the individual acts of some persons, by collusion of two or
      more
      people, and/or by management override of the control. The design of any system
      of controls also is based in part upon certain assumptions about the likelihood
      of future events, and there can be no assurance that any design will succeed
      in
      achieving its stated goals under all potential future conditions; over time,
      controls may become inadequate because of changes in conditions, and/or the
      degree of compliance with the policies and procedures may deteriorate. Because
      of the inherent limitations in a cost-effective internal control system,
      misstatements due to error or fraud may occur and not be
      detected.


10





Within
      the 90 days prior to the end of the period covered by this report, the Company
      carried out an evaluation of the effectiveness of the design and operation
      of
      its disclosure controls and procedures pursuant to Rule 13a-15 under the
      Securities Exchange Act of 1934, as amended (“Exchange Act”). This evaluation
      was done under the supervision and with the participation of the Company’s
      president. Based upon that evaluation, he concluded that the Company’s
      disclosure controls and procedures are not effective in gathering, analyzing
      and
      disclosing information needed to satisfy the Company’s disclosure obligations
      under the Exchange Act.





**Changes
      in Disclosure Controls and Procedures.**





There
      were no significant changes in the Company’s disclosure controls and procedures,
      or in factors that could significantly affect those controls and procedures,
      since their most recent evaluation.





**PART
      II**–**OTHER
      INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS.**





NONE





**ITEM
      1A. RISK FACTORS** **.**





There
      have been no material changes to the Company’s risk factors as previously
      disclosed in our most recent 10-K filing for the year ending December 31,
      2007.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.**




The
      Company had no sales of unregistered (restricted) securities during the three
      months period ending September 30, 2008:




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**





None





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





None





**ITEM
      5. OTHER INFORMATION.**





There
      were no reports on Form 8-K filed during the quarter ended September 30,
      2008.


11





**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
      Company has duly caused this Report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





CROWN
                EQUITY HOLDINGS INC.By
                /s/ Ken BosketKen
                Bosket, Principal Executive OfficerBy
                /s/ Montse ZamanMontse
                Zaman, Principal Financial Officer





Date:
      November 13, 2008


12