SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q/A





xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended September 30, 2010





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 registrant as specified in its charter)





Nevada
33-0677140


(State or
other jurisdiction of incorporation or organization)(IRS Employer Identification
No.)





5440 West Sahara Avenue,
Suite 205, Las Vegas, NV 89146


(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 company x





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 November 9, 2010, there were
753,453,509 shares of Common Stock of the issuer outstanding.








TABLE
OF CONTENTS




PagePART
      I: FINANCIAL INFORMATIONItem
      1.  Financial Statements (Unaudited)Balance
      Sheets as of September 30, 2010 and December 31, 2009
      (Unaudited)
              
              3Statements
      of Operations For the Three and Nine Months Ended September 30, 2010 and
      2009 (Unaudited)
              
              4Statements
      of Cash Flows For  the Nine Months Ended September 30, 2010 and
      2009 (Unaudited)
              
              5Notes
      to (Unaudited) Financial Statements
              
              6Item
      2.  Management’s Discussion and Analysis and Plan of
      Operation
              
              10Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
              
              12Item
      4T.  Controls and Procedures
              
              13PART
      II: OTHER INFORMATIONItem
      1.  Legal Proceedings
              
              13Item
      1A.  Risk Factors
              
              13Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
              
              13Item
      3.  Defaults upon Senior Securities
              
              13Item
      4.  Submission of Matters to a vote of Security
      Holders
              
              14Item
      5.  Other Information
              
              14Item
      6.  Exhibits
              
              14Signatures
              
              14





2





Crown
Equity Holdings Inc.


BALANCE
SHEETS


(Unaudited)





September 30, 2010
                                
                                
                                December 31, 2009AssetsCurrent
      assetsCash
      and cash equivalents
                                
                                $
                                218,292
                                
                                
                                $
                                249,612Marketable
      securities
                                
                                
                                154,332
                                
                                
                                
                                -Accounts
      receivable
                                
                                
                                4,000
                                
                                
                                
                                -Prepaid
      expenses
                                
                                
                                3,220
                                
                                
                                
                                8,102Total
      current assets
                                
                                
                                379,844
                                
                                
                                
                                257,714Fixed
      assetsEquipment,
      net of accumulated depreciation $81,420and
      $58,141, respectively
                                
                                
                                61,449
                                
                                
                                
                                17,993Restricted
      securities
                                
                                
                                48,000
                                
                                
                                
                                204,500Total
      Assets
                                
                                
                                489,293
                                
                                
                                
                                480,207Liabilities
      & Stockholder's EquityCurrent
      liabilitiesAccounts
      payable and accrued expenses
                                
                                $
                                20,809
                                
                                
                                $
                                14,332Salaries
      payable
                                
                                
                                88,651
                                
                                
                                
                                —Taxes
      payable
                                
                                
                                —
                                
                                
                                
                                16,990Deferred
      revenue
                                
                                
                                —
                                
                                
                                
                                62,000Total
      current liabilities
                                
                                
                                109,460
                                
                                
                                
                                93,322Notes
      payable –related parties
                                
                                
                                95,209
                                
                                
                                
                                87,209Total
      liabilities
                                
                                
                                204,669
                                
                                
                                
                                180,531Stockholder's
      EquityPreferred
      shares; $0.001 par value, 100,000,000 sharesAuthorized,
      none issued or outstanding
                                
                                
                                -
                                
                                
                                
                                -Common
      stock; $0.001 par value, 4,900,000,0000 sharesauthorized,
      751,237,134 and 728,806,320 shares issuedand
      outstanding, respectively
                                
                                
                                751,237
                                
                                
                                
                                728,810Additional
      paid-in capital
                                
                                
                                6,125,278
                                
                                
                                
                                5,819,708Accumulated
      deficit
                                
                                
                                (6,591,891
                                )
                                
                                
                                (6,248,842
                                )Total
      stockholder's equity
                                
                                
                                284,624
                                
                                
                                
                                299,676Total
      Liabilities & Stockholders’ Equity
                                
                                $
                                489,293
                                
                                
                                $
                                480,207





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


3


Crown
Equity Holdings Inc.


STATEMENTS
OF OPERATIONS


Three
and Nine months ended September 30, 2010 and 2009


(Unaudited)




Three  Months
                                  
                                  
                                  Nine Months2010
                                  
                                  
                                  2009
                                  
                                  
                                  2010
                                  
                                  
                                  2009Revenue
                                  
                                  $
                                  399,395
                                  
                                  
                                  $
                                  334,602
                                  
                                  
                                  
                                  1,073,383
                                  
                                  
                                  $
                                  418,959Cost
      of revenue
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  85,000
                                  
                                  
                                  
                                  1,893Gross
      margin
                                  
                                  
                                  399,395
                                  
                                  
                                  
                                  334,602
                                  
                                  
                                  
                                  988,383
                                  
                                  
                                  
                                  417,066Operating
      Expenses:General
      and administrative
                                  
                                  
                                  381,555
                                  
                                  
                                  
                                  119,036
                                  
                                  
                                  
                                  1,019,631
                                  
                                  
                                  
                                  434,523Depreciation
                                  
                                  
                                  10,589
                                  
                                  
                                  
                                  6,692
                                  
                                  
                                  
                                  23,297
                                  
                                  
                                  
                                  19,466Operating
      income (loss)
                                  
                                  
                                  7,251
                                  
                                  
                                  
                                  208,874
                                  
                                  
                                  
                                  (54,527
                                  )
                                  
                                  
                                  (36,923
                                  )Other
      Income (Expense):Other
      income
                                  
                                  
                                  15
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  35,054
                                  
                                  
                                  
                                  438Interest
      income
                                  
                                  
                                  11
                                  
                                  
                                  
                                  81
                                  
                                  
                                  
                                  77
                                  
                                  
                                  
                                  81Realized
      gain (loss) on securities
                                  
                                  
                                  (6,211
                                  )
                                  
                                  
                                  2,483
                                  
                                  
                                  
                                  (5,386
                                  )
                                  
                                  
                                  (7,242
                                  )Unrealized
      loss on securities
                                  
                                  
                                  (138,349
                                  )
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (307,544
                                  )
                                  
                                  
                                  —Gain
      on debt forgiveness
                                  
                                  
                                  —
                                  
                                  
                                  
                                  14,764
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  16,083Investment
      expense
                                  
                                  
                                  (606
                                  )
                                  
                                  
                                  (100
                                  )
                                  
                                  
                                  (1,389
                                  )
                                  
                                  
                                  (100
                                  )Interest
      expense
                                  
                                  
                                  (3,502
                                  )
                                  
                                  
                                  (475
                                  )
                                  
                                  
                                  (9,334
                                  )
                                  
                                  
                                  (1,716
                                  )Total
      other income (expense)
                                  
                                  
                                  (148,642
                                  )
                                  
                                  
                                  16,753
                                  
                                  
                                  
                                  (288,522
                                  )
                                  
                                  
                                  7,544Net
      income (loss)
                                  
                                  $
                                  (
      141,391
                                  )
                                  
                                  $
                                  225,627
                                  
                                  
                                  $
                                  (343,049
                                  )
                                  
                                  $
                                  (29,379
                                  )Net
      income (loss) per common share(basic
      and diluted):
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  0.00
                                  
                                  
                                  $
                                  (0.00
                                  )
                                  
                                  $
                                  (0.00
                                  )Weighted
      average common shares outstanding(basic
      and diluted):
                                  
                                  
                                  750,925,650
                                  
                                  
                                  
                                  723,503,570
                                  
                                  
                                  
                                  743,395,432
                                  
                                  
                                  
                                  715,751,930




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


4


Crown
Equity Holdings Inc.


STATEMENTS
OF CASH FLOWS


Nine
months ended September 30, 2010 and September 30, 2009


(Unaudited)





2010
                                  
                                  
                                  2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                  
                                  $
                                  (343,049
                                  )
                                  
                                  $
                                  (29,379
                                  )Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
      expense
                                  
                                  
                                  23,297
                                  
                                  
                                  
                                  19,466Stock
      for services
                                  
                                  
                                  316,997
                                  
                                  
                                  
                                  242,950Gain
      on accounts payable forgiveness
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (16,083
                                  )Unrealized
      loss on securities
                                  
                                  
                                  307,544
                                  
                                  
                                  
                                  —Realized
      loss on securities
                                  
                                  
                                  5,386
                                  
                                  
                                  
                                  7,242Changes
      in operating assets and liabilities:Accounts
      receivable
                                  
                                  
                                  (4,000
                                  )
                                  
                                  
                                  —Prepaid
      expenses
                                  
                                  
                                  4,882
                                  
                                  
                                  
                                  —Marketable
      securities received for revenue
                                  
                                  
                                  (376,225
                                  )
                                  
                                  
                                  —Restricted
      securities received for revenue
                                  
                                  
                                  28,250
                                  
                                  
                                  
                                  —Accounts
      payable and accrued expenses
                                  
                                  
                                  6,477
                                  
                                  
                                  
                                  (1,148
                                  )Accounts
      payable - related party
                                  
                                  
                                  —
                                  
                                  
                                  
                                  37,480Taxes
      payable
                                  
                                  
                                  (16,990
                                  )
                                  
                                  
                                  —Deferred
      revenue
                                  
                                  
                                  (62,000
                                  )
                                  
                                  
                                  5,000Accrued
      salaries
                                  
                                  
                                  88,651
                                  
                                  
                                  
                                  22,471NET
      CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                  
                                  
                                  (20,798
                                  )
                                  
                                  
                                  287,999CASH
      FLOWS USED IN INVESTING ACTIVITIESCash
      paid for purchase of fixed assets
                                  
                                  
                                  (55,735
                                  )
                                  
                                  
                                  (1,881
                                  )NET
      CASH USED IN INVESTING ACTIVITIES
                                  
                                  
                                  (55,735
                                  )
                                  
                                  
                                  (1,881
                                  )CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from related party, net
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (63,226
                                  )Proceeds
      from sale of stock
                                  
                                  
                                  37,213
                                  
                                  
                                  
                                  25,000Proceeds
      from notes payable
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (1,000
                                  )Notes
      payable-related party
                                  
                                  
                                  8,000
                                  
                                  
                                  
                                  2,650NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                                  
                                  
                                  45,213
                                  
                                  
                                  
                                  (36,576
                                  )Net
      Increase (Decrease) in Cash
                                  
                                  
                                  (31,320
                                  )
                                  
                                  
                                  249,612Cash,
      beginning of period
                                  
                                  
                                  249,612
                                  
                                  
                                  
                                  2,898Cash,
      end of period
                                  
                                  $
                                  218,292
                                  
                                  
                                  $
                                  252,510SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                                  
                                  $
                                  576
                                  
                                  
                                  $
                                  —Income
      taxes paid
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Noncash
      Investing and Financing Activities:Securities
      received for deferred revenue
                                  
                                  $
                                  56,250
                                  
                                  
                                  $
                                  138,940Stock
      issued for acquisition of fixed assets
                                  
                                  
                                  11,000
                                  
                                  
                                  
                                  —Contributed
      capital
                                  
                                  
                                  —
                                  
                                  
                                  
                                  106,064Common
      stock for accounts payable and accrued liabilities
                                  
                                  
                                  —
                                  
                                  
                                  
                                  29,000Common
      Stock for vehicle
                                  
                                  
                                  —
                                  
                                  
                                  
                                  8,500


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


5


Crown
Equity Holdings Inc.


NOTES
TO 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, and should be read in conjunction with
the audited consolidated financial statements and notes thereto contained in
Crown Equity’s December 31, 2009 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, 2009 as reported on Form 10-K, have been omitted.





NOTE
2 - GOING CONCERN





As shown
in the accompanying financial statements, Crown Equity has an accumulated
deficit of September 30, 2010. Unless profitability and increase in shareholders
equity continues, these conditions raise substantial doubt as to Crown Equity's
ability to continue as a going concern. The financial statements do not include
any adjustments that might be necessary if Crown Equity is unable to continue as
a going concern.





NOTE
3 – MARKETABLE & RESTRICTED SECURITIES





Marketable
securities are classified as available-for-sale and are presented in the balance
sheet at fair market value.  Crown Equity classified certain
securities as long-term due to restrictions on transfers.





Per
Accounting Standards Codification 820 “Fair Value Measurement”, fair
values defined establishes a framework for measuring fair value under generally
accepted accounting principles and expands disclosures about fair value
measurements. ASC 820 does not require any new fair value
measurements.





ASC 820
establishes a valuation hierarchy for disclosure of the inputs to valuation used
to measure fair value. This hierarchy prioritizes the inputs into three broad
levels as follows:





Level 1:
Quoted market prices in active markets for identical assets or
liabilities


Level 2:
Observable market based inputs or unobservable inputs that are corroborated by
market data




6




Level 3:
Unobservable inputs that are not corroborated by market data





Crown
Equity has classified these marketable securities at level 1 with a fair value
of $154,332 and restricted securities with a market value of $48,000 as of
September 30, 2010.





Per
Accounting Standards Codification 825 “The Fair Value Option for Financial
Assets and Financial Liabilities—Including an Amendment of FASB Statement No.
115”, an entity is permitted to irrevocably elect fair value on a
contract-by-contract basis for new assets or liabilities within the scope of ASC
825 as the initial and subsequent measurement attribute for those financial
assets and liabilities and certain other items including property and casualty
insurance contracts. Entities electing the fair value option are required to (i)
recognize changes in fair value in earnings and (ii) expense any up-front costs
and fees associated with the item for which the fair value option is elected.
Entities electing the fair value option are required to distinguish, on the face
of the statement of financial position, the fair value of assets and liabilities
for which it has elected the fair value option, and similar assets and
liabilities measured using another measurement attribute. An entity can
accomplish this either by reporting the fair value and non-fair-value carrying
amounts as separate line items or by aggregating those amounts and disclosing
parenthetically the amount of fair value included in the aggregate
amount.





Crown
Equity adopted ASC 825 this quarter and elected the fair value option for their
marketable securities. The related gain/loss based on valuation on the mark to
market each balance sheet date is reflected in the income
statement.





NOTE
4 – REVENUE RECOGNITION





The
Company provides various consulting services to companies and individuals
dealing with corporate structure and operations globally. Crown Equity’s revenue
is recognized pursuant to ASC 605 “Revenue Recognition.” The
Company recognizes its revenue from services as those services are performed.
Revenue recognition is limited to the amount that is not contingent upon
delivery of any future product or service or meeting other specified performance
conditions. Product sales, accounted for within fulfillment services, are
recognized upon shipment to the customer and satisfaction of all
obligations.





Contract
revenues include royalties under license and collaboration agreements. Contract
revenue related to technology licenses is fully recognized only after the
license period has commenced, the technology has been delivered and no further
involvement of Crown Equity is required.





Crown
Equity receives payment for its services in both cash and equity instruments
issued by the customer.  The equity instruments are accounted for in
accordance with the provisions of ASC 718 “Compensation – Stock
Compensation” and is based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable. The measurement date of the fair value of the equity
instrument issued is the date on which they are received by Crown
Equity.





7


Amounts
received for revenue not earned as of period end are accounted for as deferred
revenues. As of September 30, 2010, there was no deferred revenue.




Restricted
Securities





Crown
Equity has classified the marketable securities they hold as of period-end as
long-term in accordance with rule 144 due to restrictions on sale &
transfers of unregistered shares. As of September 30, 2010 $48,000 of the
marketable securities which are non controlling shares received from customers
as consulting income has been classified as restricted securities in accordance
with Accounting Standards Codification 825 and 718. The related gain/loss based
on valuation on the mark to market each balance sheet date is reflected in the
income statement.





NOTE
5 - RELATED PARTY TRANSACTIONS





On
December 2, 2009, the Company signed a one year lease for 2,400 square feet of
office space.  The rent for the space is $2,400 per month. The
landlord is related to one of the officers of the Company.





On
November 20, 2009, the Company converted accounts payable and advances from
Montse Zaman, a related party, of $71,184 to a three-year unsecured note
maturing on November 19, 2012. As of June 30, 2010 the balance increased by
$10,000 to $81,184. During the period ending September 30, 2010 the amount
outstanding was reduced by a payment of $2,000 to $79,184. Interest is incurred
at 12% per annum unless the principal and interest are not paid by maturity at
which time the interest rate accelerates to 18% per annum.





During
the quarter ended March 31, 2007, the Company borrowed $12,700 from Phoenix
Consulting Services Inc. controlled by a related party. The loan is unsecured
and matured on April 1, 2008 and accrued interest at 12% per annum. The note may
be converted into common shares of the company at the holder’s option at a
conversion price to be determined in the future.  Amounts outstanding
under this agreement subsequent to April 1, 2008 accrued interest at 18% per
annum. On November 20, 2009, the note including principal and interest totaling
$16,025 was converted to a long term note due November 19, 2012 with principal
and interest due at maturity.  If the principal and interest are not
paid by maturity, the interest rate accelerates to 18% per annum.  As
of September 30, 2010 the outstanding principal balance due to the Montse Zaman
and Phoenix Consulting Services was $95,209 plus accrued interest of $10,047 for
a total of $105,256.





NOTE
6 – EQUITY





On March
25, 2010, the Company filed Amended and Restated Articles of Incorporation
authorizing 10,000,000 shares of preferred shares with par value of $0.001 and
reducing the authorized shares of common stock from 500,000,000 shares to
490,000,000 shares.





8


On June
22, 2010 the Company approved a forward split of common stock at a ratio of 10
shares for each one share outstanding.  The Company approved the
increase of authorized shares of common stock from 490,000,000 to 4,900,000,000
and increased the authorized number of preferred shares from 10,000,000 to
100,000,000, with both common and preferred having a par value of $0.001 per
share.





During
the nine months ended September 30, 2010, Crown Equity issued 21,330,814 common
shares for services with a total value of $316,997 as follows:


·
            20,030,814
      shares of common stock for compensation for
  $278,998;


·
            1,000,000
      shares of common stock for consulting services for
  $35,000:


·
            300,000
      shares of common stock for a vehicle for an employee for
      $3,000.





During
the nine months ended September 30, 2010, Crown Equity issued 1,100,000 common
shares for the acquisition of fixed assets valued at $11,000.





NOTE
7 - CONTINGENCIES





On April
14, 2010 the pending litigation in Arizona small claims court - Strojnik v.
Crown Equity Holdings, Inc. was dismissed without prejudice and without further
notice for lack of prosecution





NOTE
8 – SUBSEQUENT EVENTS





During
October 2010, Crown Equity issued an aggregate of 2,216,375 common shares for
compensation and consulting services.


9


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’sactual 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. (”Crown Equity”) was incorporated in August 1995 in Nevada.
The Company is offering its services to companies seeking to become public
entities in the United States. It has launched a website,
www.crownequityholdings.com, which offers its services in a wide range of
fields. The Company provides various consulting services to companies and
individuals dealing with corporate structure and operations
globally.





In 2007,
the Company, through a 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.  CTS is able to run 16 monitors off one CPU. In late 2007,
CTS began to attend trade shows and starting selling these systems. In 2009,
Crown Trading Systems was dissolved as a corporation and its business was
absorbed into the Company.  At the present time, the Company is not
engaged in developing, selling or marketing this concept due to the economic
slump.  If demand develops again, the Company may attempt to sell its
monitor systems again.





On
September, 30, 2009 Crown Marketing, Inc acquired controlling interest of the
Company from Crown Partners, Inc.





Crown
Equity is offering its services to companies and their management seeking to
become public entities in the United States.  It has launched a
website, www.crownequityholdings.com, which offers its services in a wide range
of fields.





At the
present time, the Company is offering its services to domestic and global
companies seeking to become public entities in the United States. It has
launched a website, www.crownequityholdings.com, which offers its services in a
wide range of fields. The Company provides various consulting services to
companies and individuals dealing with corporate structure and operations
globally.  The Company also provides public relations and news
dissemination for publicly and privately held companies.





In 2009,
the Company re-focused its primary vision to using its network of websites to
provide advertising and marketing services, as a worldwide online media
advertising publisher, dedicated to the distribution of quality branding
information. The Company offers Internet media-driven advertising services,
which cover and connect a wide range of marketing specialties, as well as search
engine optimization for clients interested in online media
awareness.  As part of its operations, the Company has utilized the
services of software and hardware technicians in developing its websites and
adding additional websites.  This allows the Company to disseminate
news and press releases for its customers as well as general news and financial
information on a much bigger scale than it did previously.  The
Company markets its services to companies seeking market awareness of them and
the services or goods that they offer.  The Company then publishes
information concerning these companies on its many websites.  The
Company is paid in cash and/or stock of the customer companies. The Company has
numerous consulting and service customers and is therefore not dependent on any
particular customer for a majority of its revenue.





10


In July,
2009, the Company granted a non-exclusive license to Velvet International, Inc.
allowing Velvet to use the Company’s system and method of rendering public
financial relations over the Internet.  The Company was paid a
one-time licensing fee of $250,000 for the license but will not receive any
future royalty or license payments from Velvet. Revenue from this sale allowed
the Company to expand its efforts in developing it normal course of business as
describe above.





Crown
Equity’s office is located at 5440 West Sahara, Suite 205, Las Vegas, Nevada
89146.





As of
September 30, 2010, Crown Equity had 19 employees and utilizing the services of
10 independent contractors and consultants.





RESULTS
OF OPERATIONS





For the
three months periods ending September 30, 2010 and 2009 revenues were $ 399,395
and $334,602 with net loss of $141,391 and a net income of $225,627,
respectively. Revenue for the nine month period ending September 30, 2010 and
2009 was $1,073,383 and $418,959, respectively. The revenue increases in 2010
were from consulting services of approximately $654,424. The net loss for the
nine month period ending September 30, 2010 consisted of an operating loss of
$54,527 and other expenses of $288,522 of which $ 307,544 consisted of
unrealized loss on securities. This compares to an operating loss of $36,923 and
net loss of $29,379 for the same period in 2009. General and administrative
expense increased to $381,555 from $119,036 for the three month period ending
September 30, 2010 and 2009 and $1,109,631 for the nine months ended September
30, 2010 as compared to $434,523 for the nine months ended
September 30, 2009.  Interest expense incurred during the nine month
period ending September 30, 2010 was $9,334 compared $1,716 for the same period
in 2009. Depreciation for the nine months period ending September 30, 2010 was
$23,297 and $19,466 for the same periods in 2009. Crown Equity will attempt to
carry out its business plan as discussed above; however, it cannot predict to
what extent its capital resources could hinder its business plan.





LIQUIDITY
AND CAPITAL RESOURCES





At
September 30, 2010, Crown Equity had current assets of $379,844 and current
liabilities of $109,460, resulting in working capital of
$270,384.  Shareholders' equity as of September 30, 2010 was $284,624.
Further, there exist no agreements or understandings with regard to future loan
agreements by or with the Officers, Directors, principals, affiliates or
shareholders of Crown Equity.  The Company is presently indebted to
Montse Zaman, an officer and director, for loans and advances totaling
$97,209.





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Net cash
used in operations for the period ending September 30, 2010 was $20,798 compared
to cash provided of $287,999 for the same period in 2009, a decrease of
$308,797. Net cash used in investing activities for the period ending September
30, 2010 was $55,735 compared to $1,881 for the same period in 2009, an increase
of $53,854. Net cash provided by financing activities during the period ended
September 30, 2010 was $45,213 compared to net cash used of $36,576 in 2009, an
increase of $81,789.





Our
revenues for the quarter totaled $399,395 compared to $334,602 for the same
period last year.    The increase is due to the Company’s
change in direction from becoming an online computer and components reseller to
providing advertising and marketing via the Internet for small companies. Our
general and administrative expenses for the quarter totaled $381,555, an
increase from $119,036 for the same period last year.  The Company
intends to continue offering its advertising and marketing services but cannot
predict whether or not its efforts will continue to generate
revenues.  It is a new entry into this competitive
field.  The continuing economic downturn in the US and globally may
affect the Company’s chance for continued growth and/or success in this
endeavor.  As the Company hires employees, its operating costs and
expenses are increasing.  If we cannot generate sufficient revenues to
cover these expenses, the Company may have to terminate employees, making it
difficult to continue to provide services in a timely manner to customers and
affecting its ability to generate and service new and existing
customers.





For the
nine months ended September 30, 2010, revenues were $1,073,383 compared to
$418,959 for the same nine month period last year.  Our general and
administrative expenses totaled $1,019,631 for the nine months ended September
30, 2010 compared to $434,523 for the same period last year.  The
increase is due to increased operating costs in servicing our
customers.





Our
existing capital may not be sufficient to meet Crown Equity's cash needs,
including the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934, as amended.  This condition
raises substantial doubt as to Crown Equity's ability to continue as a going
concern. The financial statements do not include any adjustments that might be
necessary if Crown Equity is unable to continue as a going concern.





EMPLOYEES





As of
September 30, 2010, Crown Equity had nineteen 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.





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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.




Changes
in Internal Control over Financial Reporting




There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Exchange Act
Rules 13a-15 or 15d-15 that occurred during our first 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.





On April
14, 2010 the pending litigation in Arizona small claims court - Strojnik v.
Crown Equity Holdings, Inc. was dismissed without prejudice and without further
notice for lack of prosecution.





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,
2009.





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





During
the nine months ended September 30, 2010 Crown Equity issued 20,330,814 shares
of common stock at $0.045 to $0.01 per share with value of $281,998 for
compensation, 1,000,000 shares of common stock at $0.035 with a value of $35,000
for contracted services and 1,100,000 shares of common stock at $0.01 per share
with a value of $11,000 for the acquisition of fixed assets. The fixed assets
acquisition was for furniture used to equip the office space leased as of
January 1, 2010.





ITEM  3.  DEFAULTS
UPON SENIOR SECURITIES.





None





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





None





ITEM  5.  OTHER
INFORMATION.





On May
26, 2010 the Company filed an 8-K for the filing of the Certificate of
Designation with the State of Nevada authorize 25,000 shares of Series A
Preferred  Stock, each share being convertible into 10,000 shares of
common stock.





On July
21, 2010 the Company filed an 8-K amending the Articles of Incorporation
increasing the number of authorized shares of common stock to 4,900,000,000 and
the number of authorized preferred shares to 100,000,000.  The Company
also affected a 1 share for 10 shares forward split of its common
stock.





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/ Lowell HoldenLowell
      Holden, CFO


Date:  January
31, 2011




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