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 March 31, 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.)





544West 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:
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  ̈
              Accelerated
      filed  ̈Non-accelerated
      filer  ̈
              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 May
4, 2010, there were 73,267,616 shares of Common Stock of the issuer
outstanding.





TABLE
OF CONTENTS





PagePART
      I: FINANCIAL INFORMATIONItem
      1.  Financial Statements (Unaudited)
                
                3Balance
      Sheets as of March 31, 2010 and December 31,
    2009(Unaudited)
                
                3Statements
      of Operations For the Three Months Ended March 31, 2010 and 2009
      (Unaudited)
                
                4Statements
      of Cash Flows For  the Three Months Ended March 31, 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
                
                12PART
      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
                
                13Item
      5.  Other Information
                
                13Item
      6.  Exhibits
                
                13Signatures
                
                14


2





Crown
Equity Holdings Inc.


BALANCE
SHEETS


(Unaudited)





March 31,
                                
                                
                                December 31,2010
                                
                                
                                2009ASSETSCurrent
      assetsCash
      and cash equivalents
                                
                                $
                                260,024
                                
                                
                                $
                                249,612Accounts
      receivable
                                
                                
                                2,500
                                
                                
                                
                                —Marketable
      securities
                                
                                
                                72,600
                                
                                
                                
                                —Prepaid
      expense
                                
                                
                                2,400
                                
                                
                                
                                8,102Total
      current assets
                                
                                
                                337,524
                                
                                
                                
                                257,714Fixed
      assetsEquipment
      and vehicles(net)
                                
                                
                                11,648
                                
                                
                                
                                17,993Restricted
      securities
                                
                                
                                56,125
                                
                                
                                
                                204,500Total
      Assets
                                
                                $
                                405,297
                                
                                
                                $
                                480,207LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilitiesAccounts
      payable and accrued expense
                                
                                $
                                16,060
                                
                                
                                $
                                14,332Taxes
      payable
                                
                                
                                —
                                
                                
                                
                                16,990Deferred
      revenue
                                
                                
                                26,000
                                
                                
                                
                                62,000Accrued
      salaries
                                
                                
                                57,700
                                
                                
                                
                                —Total
      current liabilities
                                
                                
                                99,760
                                
                                
                                
                                93,322Long
      term liabilitiesNotes
      payable- related parties
                                
                                
                                97,209
                                
                                
                                
                                87,209Total
      liabilities
                                
                                
                                196,969
                                
                                
                                
                                180,531Stockholder's
      EquityStockholders’
      equity:,Preferred
      shares $0.001 par value, 10,000,000 shares authorized None issued or
      outstanding
                                
                                
                                -
                                
                                
                                
                                -Common
      stock, $.001 par value, 490,000,0000 shares authorized 73,237,616 and
      72,880,632 shares issued and outstanding  as of March 31, 2010
      and December 31, 2009 respectively.
                                
                                
                                73,238
                                
                                
                                
                                72,881Additional-paid-in-capital
                                
                                
                                6,510,978
                                
                                
                                
                                6,475,637Accumulated
      deficit
                                
                                
                                (6,375,888
                                )
                                
                                
                                (6,248,842
                                )Total
      stockholder's equity
                                
                                
                                208,328
                                
                                
                                
                                299,676Total
      Liabilities & Stockholders’ Equity
                                
                                $
                                405,297
                                
                                
                                $
                                480,207





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


3




Crown
Equity Holdings Inc.


STATEMENTS
OF OPERATIONS


Three
month periods ended March 31, 2010 and 2009


(Unaudited)





2010
                
                
                2009Revenue
                
                $
                324,776
                
                
                $
                6,144Cost
      of revenues
                
                
                (85,000
                )
                
                
                (1,364
                )Gross
      margin
                
                
                239,776
                
                
                
                4,780Expenses:General
      and administrative
                
                
                241,994
                
                
                
                253,985Depreciation
                
                
                6,345
                
                
                
                6,345Operating
      loss
                
                
                (8,563
                )
                
                
                (255,550
                )Other
      Income (expense):Other
      income
                
                
                17,039
                
                
                
                —Interest
      income
                
                
                31
                
                
                
                —Realized
      gain/(loss) on securities
                
                
                1,700
                
                
                
                —Unrealized
      gain/(loss) on securities
                
                
                (134,025
                )Gain
      on debt  forgiveness
                
                
                —
                
                
                
                1,319Other
      expense
                
                
                (2,916
                )
                
                
                —Interest
      expense
                
                
                (312
                )
                
                
                (766
                )Total
      other income(expense)
                
                
                (118,483
                )
                
                
                553Net
      loss
                
                $
                (127,046
                )
                
                $
                (254,997
                )Net
      loss per common share (basic and diluted):
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average common shares outstanding (basic and diluted):
                
                
                73,106,722
                
                
                
                70,808,676





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


4


Crown
Equity Holdings Inc.


STATEMENTS
OF CASH FLOWS


Three
month periods ended March 31, 2010 and 2009


(Unaudited)





2010
                  
                  
                  2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (127,046
                  )
                  
                  $
                  (254,997
                  )Adjustments
      to reconcile net income (loss) to cash used in operating
      activities:Depreciation
      expense
                  
                  
                  6,345
                  
                  
                  
                  6,345Stock
      for services
                  
                  
                  35,698
                  
                  
                  
                  225,100Unrealized
      (gain)/loss on securities
                  
                  
                  134,025
                  
                  
                  
                  —Realized
      (gain)/loss on securities
                  
                  
                  (1,700
                  )
                  
                  
                  —Restricted
      securities received for revenue
                  
                  
                  (14,550
                  )
                  
                  
                  —Marketable
      securities received for revenue
                  
                  
                  (21,000
                  
                  
                  
                  —Debt
      forgiveness income
                  
                  
                  —
                  
                  
                  
                  (1,319
                  )Net
      Change in:Accounts
      receivable
                  
                  
                  (2,500
                  )
                  
                  
                  —Accounts
      payable and accrued expenses
                  
                  
                  1,728
                  
                  
                  
                  (3,089
                  )Income
      tax payable
                  
                  
                  (16,990
                  )
                  
                  
                  270Prepaid
      expenses
                  
                  
                  5,702
                  
                  
                  
                  —Accrued
      salaries
                  
                  
                  57,700
                  
                  
                  
                  5,325Deferred
      revenue
                  
                  
                  (57,000
                  )
                  
                  
                  —TOTAL
      CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
                  
                  
                  412
                  
                  
                  
                  (22,365
                  )CASH
      FLOWS USED IN INVESTING ACTIVITIES
                  
                  
                  —
                  
                  
                  
                  —CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from related party, net
                  
                  
                  —
                  
                  
                  
                  (5,613
                  )Proceeds
      from sale of stock
                  
                  
                  —
                  
                  
                  
                  25,000Proceeds
      from notes payable, net
                  
                  
                  —
                  
                  
                  
                  2,000Notes
      payable-related party
                  
                  
                  10,000
                  
                  
                  
                  2,650TOTAL
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  10,000
                  
                  
                  
                  24,037Net
      Increase in Cash
                  
                  
                  10,412
                  
                  
                  
                  1,672Cash,
      beginning of period
                  
                  
                  249,612
                  
                  
                  
                  2,898Cash,
      end of period
                  
                  $
                  260,024
                  
                  
                  $
                  4,570SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  -Non
      Cash Investing and FinancingCommon
      stock for accounts payable and accrued liabilities
                  
                  $
                  —
                  
                  
                  $
                  29,000Securities
      reclassed from restricted
                  
                  $
                  47,000
                  
                  
                  $
                  -Securities
      received for deferred revenues
                  
                  $
                  21,000
                  
                  
                  $
                  -





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 March 31, 2010. Unless profitability and increase in shareholders
equity continues, these conditions 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.





NOTE
3 – MARKETABLE 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 (“ASC”) 820 “Fair Value Measurement”, fair
value is 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


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


6


Crown
Equity has classified these marketable securities as level 1 with a fair value
of $72,600 as of March 31, 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 the equity instruments are received or
the date on which the contract is issued for the services to be preformed
related to the payments received by Crown Equity.





Amounts
received for revenue not earned as of period end are accounted for as deferred
revenues.


7


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 $71,185 to a three year unsecured note
maturing on November 19, 2012. As of March 31, 2010 the balance increased by
$10,000 to $81,185. 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 to be
determined in the future conversion price.  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 $16,024
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.





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.





During
the three months ended March 31, 2010, Crown Equity issued 356,984 shares of
common stock at $0.10 per share for a value of $35,698 for accrued
compensation.





NOTE
7 - CONTINGENCIES





There is
pending litigation in Arizona small claims court - Strojnik v. Crown Equity
Holdings, 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 Equity has not accrued any amounts related to this
contingency.





NOTE
8- RESTRICTED SECURITIES





Crown
Equity has classified the marketable securities they hold as of yearend as
long-term in accordance with rule 144 due to restrictions on sale &
transfers of unregistered shares. As of March 31, 2010 $56,125 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.


8


NOTE
9 – SUBSEQUENT EVENTS





On April
1, 2010 the Company issued 30,000 shares of common stock at $0.10 per share
valued at $3,000 for services.


Crown
Equity evaluated events up through May 5, 2010. During this period, the Company
did not have any other material recognizable subsequent events.


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, due to the downturn
in the US economy, the Company is not selling any products from this website
although it may begin to offer products from this website in the future if the
market rebounds.





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.





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





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





As of
March 31, 2010, Crown Equity had no employees but was utilizing the services of
independent contractors and consultants.





RESULTS
OF OPERATIONS





For the
three months period ending September 2010 and 2009, revenues were $ 324,776 and
$ 6,144 with net loss of $127,046 and a net loss of $254,997, respectively.
During the period ending March 31, 2010, Crown Equity incurred deferred revenues
of $ 26,000. General and administrative expense increased to $241,994 for the
three months ended March 31, 2009 as compared to $253,985 for the three months
ended March 31, 2010.  Interest expense incurred during the three
month period ending March 31, 2010 was $312 compared $766 for the same period in
2009. Depreciation for the three months period ending March 31, 2010 was $6,345
and $6,345 for the same periods in 2009. The revenue increases in 2010 were from
consulting services of approximately $258,550 and net deferred revenue pickup of
$36,000. The net loss for the three month period ending March 31, 2010 consisted
of an operating loss of $8,563 and other expenses of $118,483 of which $ 134,025
was an unrealized loss on securities.





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 March
31, 2010, Crown Equity had current assets of $337,524 and current liabilities of
$99,760, resulting in working capital of $ 237,764.  Shareholders'
equity as of March 31, 2010 was $208,328. 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 an officer and director,
Montse Zaman, in the amount of $97,209,





Cash flow
from operations for the period ending March 31, 2010 was $412 compared to
($22,365) for the same period in 2009 a positive increase of $21,953. Cash flow
from financing activities during the period ended March 31, 2010 was $10,000
compared to $24,037 in 2009, a decrease of $14,037. The increase in sales was
the significant factor in positive cash flow during the period ending March 31,
2010 compared to 2009 when the sale of stock contributed $25,000 to the
financing activity.


11


Our
revenues for the quarter totaled $324,776 compared to $6,144 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 totaled $241,994, a decrease over 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.





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
March 31, 2010, 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.


12




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.





There is
pending litigation in Arizona small claims court - Strojnik v. Crown Equity
Holdings, 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,
2009.





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





During
the three months ended March 31, 2010 Crown Equity issued 356,984 shares of
common stock at $0.10 per share for a value of $35,698 for accrued
compensation.





ITEM  3.  DEFAULTS
UPON SENIOR SECURITIES.





None





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





None





ITEM  5.  OTHER
INFORMATION.





None





ITEM 6.
EXHIBITS





EXHIBIT
31.1 Certification of Principal Executive Officer and Principal Financial
Officer





EXHIBIT
32 Certification of Compliance to Sarbanes-Oxley


13


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: May
4, 2010


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