**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





(Mark
      One)





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





For
      the
      quarterly period ended June 30, 2008





**OR**





**o  
TRANSITION
      REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF
      1934**





From
      the
      transition period from ___________ to ____________.





Commission
      File Number 000-29935





**CROWN
      EQUITY HOLDINGS INC.**


(Exact
      name of small business issuer as specified in its charter)





Nevada
      33-0677140


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





9680
      W. Tropicana Suite 113, Las Vegas NV 89147


(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 o
              Non-accelerated
                filer o
            Accelerated
                filed o
              Smaller
                reporting company x





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


Yes o
      No x




As
      of
      August 11, 2008, there were 68,699,632 shares of Common Stock of the issuer
      outstanding.











**TABLE
                  OF CONTENTS**Page**PART
                  I: FINANCIAL INFORMATION**Item
                  1. Financial Statements(UNAUDITED)
              
              3Balance
                  Sheets as of June 30, 2008 and December 31, 2007
              
              3Statements
                  of Operations For the Three Months and Six Months Ended June 30,
                  2008 and
                  2007
              
              4Statements
                  of Cash Flows For Six Months Ended June 30, 2008 and 2007
              
              5Notes
                  to Financial Statements
              
              6Item
                  2. Management’s Discussion and Analysis and Plan of Operation
              
              10Item
                  3. Quantitative and Qualitative Disclosures About Market
                  Risk
              
              13Item
                  4T. Controls and Procedures
              
              13**PART
                  II: OTHER INFORMATION**Item
                  1. Legal Proceedings
              
              14Item
                  1A. Risk FactorsItem
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              
              14Item
                  3. Defaults upon Senior Securities
              
              14Item
                  4. Submission of Matters to a vote of Security Holders
              
              14Item
                  5. Other Information
              
              14Item
                  6. Exhibits
              
              15**Signatures**
              
              15







2





**Crown
      Equity Holdings Inc.**


**CONSOLIDATED
      BALANCE SHEETS**


(unaudited)


June
                  30,
              
              December
                  312008
              
              2007Current
                  assetsCash
              
              $
              1,127
              
              $
              48,952Accounts
                  Receivable
              
              
              14,004
              
              
              14,003Total
                  current assets
              
              
              15,131
              
              
              62,955Fixed
                  AssetsEquipment,
                  net of accumulated depreciation
              
              
              56,063
              
              
              68,753Total
                  Assets
              
              $
              71,194
              
              $
              131,708Current
                  liabilitiesAccounts
                  payable and accrued expenses
              
              $
              39,384
              
              $
              18,033Accounts
                  payable - related party
              
              
              55,897
              
              
              70,897Advances
                  from related parties
              
              
              77,350
              
              
              28,871Note
                  payable - related party
              
              
              26,875
              
              
              36,875Note
                  payable
              
              
              12,700
              
              
              12,700Total
                  current liabilities
              
              
              212,206
              
              
              167,376Common
                  stock, $.001 par value, 5,000,000,000 shares authorized,68,699,632
                  and 68,572,984 shares issued and outstanding,respectively
              
              
              68,700
              
              
              68,573Additional-paid-in-capital
              
              
              5,986,404
              
              
              5,922,397Accumulated
                  deficit
              
              
              (6,196,116
              )
              
              (6,026,638
              )Total
                  stockholders’ deficit
              
              
              (141,012
              )
              
              (35,668
              )Total
                  Liabilities & Stockholders' Deficit
              
              $
              71,194
              
              $
              131,708











The
      accompanying notes are an integral part of the financial
      statements


3


**Crown
      Equity Holdings Inc.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(unaudited)**





**Three
                    months ending**
                
                **Six
                  months
                  ending****June
                    30**
                
                **June
                    30**2008
                
                
                2007
                
                2008
                
                2007Revenue:Service
                    revenue
                
                $
                10,549
                
                $
                --
                
                $
                11,121
                
                $
                --Cost
                    of goods sold
                
                
                13,677
                
                
                --
                
                
                13,677
                
                
                --Gross
                    margin
                
                
                (3,128
                )
                
                --
                
                
                (2,556
                )
                
                --Expenses:General
                    and administrative
                
                
                114,811
                
                
                21,398
                
                
                165,972
                
                
                42,401Net
                    operating loss
                
                
                (117,939
                )
                
                (21,398
                )
                
                (168,528
                )
                
                (42,401
                )Other
                    income(expense)Interest
                
                
                (950
                )
                
                --
                
                
                (950
                )
                
                --Total
                    other expense
                
                
                (950
                )
                
                --
                
                
                (950
                )
                
                --Net
                    loss
                
                $
                (118,889
                )
                $
                (21,398
                )
                $
                (169,478
                )
                $
                (42,401
                )Net
                      loss per share (basic anddiluted):
                
                $
                (0.00
                )
                $
                (0.00
                )
                $
                (0.00
                )
                $
                (0.00
                )Weighted
                    average shares
                    outstanding
                      (basic and diluted):
                
                
                68,429,558
                
                
                53,244,650
                
                
                68,501,491
                
                
                53,244,650











The
      accompanying notes are an integral part of the financial statements


4


**Crown
      Equity Holdings Inc.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**Six
      month periods ended June 30**


**(unaudited)**





2008
            
            2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (169,478
            )
            $
            (42,401
            )Adjustments
                to reconcile net loss to cash usedin operating activities:Depreciation Expense
            
            
            12,690
            
            
            -Stock
                based compensation
            
            
            64,134
            
            
            --Net
                Change in:Accounts
                payable and accrued expenses
            
            
            21,350
            
            
            (8,218
            )Accounts
                payable - related party
            
            
            (15,000
            )
            
            28,589TOTAL
                CASH FLOWS USED IN OPERATING ACTIVITIES
            
            
            (86,304
            )
            
            (22,030
            )CASH
                FLOWS FROM FINANCING ACTIVITIESAdvances
                from related party, net
            
            
            48,479
            
            
            9,321Borrowing
                on debt related
                party
            
            
            -
            
            
            12,700Payments
                on note payable - related party
            
            
            (10,000
            )
            
            --TOTAL
                CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            
            38,479
            
            
            22,021Net
                Decrease in Cash
            
            
            (47,825
            )
            
            (9
            )Cash,
                beginning of period
            
            
            48,952
            
            
            27Cash,
                end of period
            
            $
            1,127
            
            $
            18SUPPLEMENTAL
                CASH FLOW INFORMATIONInterest
                paid
            
            $
            -
            
            $
            -Income
                taxes paid
            
            
            -
            
            
            -






The
      accompanying notes are an integral part of the financial statements


5


**Crown
      Equity Holdings Inc.**


**NOTES
      TO FINANCIAL STATEMENTS**


**(unaudited)**





NOTE
      1 -
      Basis of Presentation





The
      accompanying unaudited interim financial statements of Crown Equity Holdings,
      Inc. ("Crown Equity") have been prepared in accordance with accounting
      principles generally accepted in the United States of America and the rules
      of
      the Securities and Exchange Commission, and should be read in conjunction with
      the audited financial statements and notes thereto contained in the Company's
      December 31, 2007 Annual Report filed with the SEC on Form 10-KSB. In the
      opinion of management, all adjustments, consisting of normal recurring
      adjustments, necessary for a fair presentation of financial position and the
      results of operations for the interim periods presented have been reflected
      herein. The results of operations for interim periods are not necessarily
      indicative of the results to be expected for the full year. Notes to the
      financial statements which would substantially duplicate the disclosure
      contained in the audited financial statements for the most recent fiscal year
      end December 31, 2007 as reported in Form 10-KSB, have been
      omitted.





NOTE
      2 -
      GOING CONCERN





As
      shown
      in the accompanying financial statements, we incurred a net loss during the
      six
      months ended June 30, 2008, have an accumulated deficit and a working capital
      deficit as of June 30, 2008. These conditions raise substantial doubt as to
      our
      ability to continue as a going concern. Management is trying to raise additional
      capital through sales of common stock. The financial statements do not include
      any adjustments that might be necessary if we are unable to continue as a going
      concern.





NOTE
      3 -
      NOTE PAYABLE





On
      March
      30, 2007, the Company borrowed $12,700 from an unrelated third party. The loan
      was due April 1, 2008, is unsecured and accrues interest at 12% per annum.
      Amounts outstanding under this agreement subsequent to April 1, 2008 are subject
      to interest at 18% per annum. This loan is in default with an accrued interest
      of $ 950 as of June 30, 2008.





NOTE
      4 -
      RELATED PARTY TRANSACTIONS





Legal
      services are provided by a related party of the company. As of June 30, 2008,
      $55,896 was outstanding for legal services.





Crown
      Partners, Inc., the majority shareholder of Crown Equity, has advanced $35,557
      to fund Crown Equity's operations for the six months ended June 30, 2008 and
      Crown Equity repaid $20,000 with an outstanding balance of $55,896 remaining
      under advances from related party as of June 30, 2008.




6


During
      December 2007, Crown Equity’s Chief Financial Officer loaned the company $60,500
      for the purchase of fixed assets. As of June 30, 2008, $26,875 is outstanding
      and is shown as Note Payable - related party in the accompanying financial
      statements.





During
      the six months, $10,309 was advanced to Crown Equity to pay for current
      expenses. The $10,309 is recorded under advances from Crown Partners; which
      totals $77,350 as of June 30, 2008.





NOTE
      5 -
      STOCKHOLDERS’ EQUITY





During
      the period ending June 30, 2008, the Company issued 100,000 shares of common
      stock to a related individual for services with a total value of $ 15,000.
      The
      Company issued 336,668 to four non related individuals for service rendered
      with
      a total value of $ 49,134.





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














**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS**





This
      report contains forward looking statements within the meaning of Section 27A
      of
      the Securities Act of 1933, as amended and Section 21E of the Securities
      Exchange Act of 1934, as amended. The Company’s actual results could differ
      materially from those set forth on the forward looking statements as a result
      of
      the risks set forth in the Company’s filings with the Securities and Exchange
      Commission, general economic conditions, and changes in the assumptions used
      in
      making such forward looking statements.





OVERVIEW





Crown
      Equity Holdings Inc. (the "Company") was incorporated on August 31, 1995 as
      "Visioneering Corporation" under the laws of the State of Nevada, to engage
      in
      any lawful corporate undertaking, including, but not limited to, selected
      mergers and acquisitions.





In
      2007,
      the Company, though its wholly-owned subsidiary, Crown Trading Systems, Inc.
      (“CTS”), a Nevada corporation, began to develop, sell, and produce computer
      systems which are capable are running multiple monitors from one computer.
      At
      present, CTS is able to run 16 monitors off one CPU. In late, 2007, CTS began
      to
      attend trade shows and started selling these systems. For the six months ended
      June 30, 2008, CTS had gross revenues of approximately $11,121 from the sales
      of
      systems and the reseller distribution of computer components.





Additionally,
      CTS has entered into reseller and distribution agreements with over 30 wholesale
      and retail computer components to sell their products on CTS’s website,
      www.crowntradingsystems.com.





7


The
      Company is offering its services to companies or individuals looking to go
      public in the United States. It has launched a website,
      www.crownequityholdings.com, which offers its services in a wide range of
      fields.





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





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





RESULTS
      OF OPERATIONS





A.
      Revenue





For
      the
      six months ended June 30, 2008 and 2007, we had revenues of $11,121 and $0,
      respectively, for a net loss of $169,477 and $42,401, respectively. During
      the
      three months period ending June 30, 2008 and 2007 the Company had revenue of
      $10,549 and zero with a net loss of $ 118,888 and $ 21,398,
      respectively.





B. General
      and Administrative Expense





General
      and administrative expense for the six months ended June 30, 2008 was $ 165,972
      compared to $ 42,401 for the same period in 2007. During the three months period
      ending June 30, 2008 the Company incurred general and administrative expenses
      of
      $ 114,810 and $21,398, respectively. The increases are primarily attributable
      to
      the Company’s commencing operations as well as increases in legal and accounting
      fees.





C.  Depreciation.





Depreciation
      for the three months and six months periods ended June 30, 2008 and 2007 was
      $6,345 and $ 12,690 in 2008 and zero in both periods in 2007. The depreciation
      is attributable to the fixtures and equipment owned by the Company.





D.  Interest
      Expense.





The
      Company incurred interest charges of $950 during the three and six months ended
      June 30, 2008 and zero for the same periods in 2007, respectively.





E.  Net
      Loss.





The
      Company reported a net loss of $118,888 for the three months and $ 169,477
      for
      the six months ended June 30, 2008 as compared to a net loss of $21,398 for
      the
      three months and $42,401 for the six months ended June 30, 2007. The higher
      loss
      was attributed to the higher general and administrative expense incurred in
      2008
      over 2007 as part of the start up of its present operations.





8


The
      Company will attempt to carry out its business plan as discussed above; however,
      it cannot predict to what extent its lack of liquidity and capital resources
      will hinder its business plan prior to the consummation of a business
      combination.





Factors
      That May Affect Operating Results.





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





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


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


· gain
      or
      loss of clients or strategic relationships;


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


· price
      competition;


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


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


· changes
      in governmental regulation; and


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





Key
      Personnel.





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




Operating
      Activities.





The
      net
      cash used in operating activities was $86,304 or the six months ended June
      30,
      2008 compared to net cash used of $22,030 for the six months ended June 30,
      2007. The increase is due primarily to the larger loss in 2008 verses
      2007.





Investing
      Activities.





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





Financing
      Activities.





Net
      cash
      provided by financing activities was $38,479 for the six month period ending
      June 30, 2008 and $22,021 for the same period ending June 30, 2007. Financing
      activities for the period ending June 30, 2008 were higher due to a combination
      of stock issued for debt and advances from related parties.





9





LIQUIDITY
      AND CAPITAL RESOURCES





At
      June
      30, 2008, the Company had current assets of $15,131 and current liabilities
      of
      approximately $212,205, resulting in a working capital deficit of $197,074.
      Shareholders' deficit as of June 30, 2008 was approximately $141,011. Further,
      there exist no agreements or understandings with regard to loan agreements
      by or
      with the Officers, Directors, principals, affiliates or shareholders of the
      Company.




Our
      existing capital is not sufficient to meet the Company's cash needs, including
      the costs of compliance with the continuing reporting requirements of the
      Securities Exchange Act of 1934, as amended. As shown in the accompanying
      financial statements, Crown Equity incurred a net loss of $169,477 for the
      six
      months ended June 30, 2008, has an accumulated deficit of $6,196,115 and a
      working capital deficit of $197,074 as of June 30, 2008. These conditions raise
      substantial doubt as to Crown Equity's ability to continue as a going concern.
      Management is trying to raise additional capital through sales of common stock.
      The financial statements do not include any adjustments that might be necessary
      if Crown Equity is unable to continue as a going concern.





EMPLOYEES





As
      of
      June 30, 2008, the Company had no employees.





**ITEM
      3. CONTROLS AND PROCEDURES**





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




**ITEM
      4T: CONTROLS AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures.**





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





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





10


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





**Changes
      in Disclosure Controls and Procedures.**





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





**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS.**





NONE





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





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





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




The
      Company made the following sales of unregistered (restricted) securities during
      the period ending March 31, 2008:




(a)
      On
      April 4, 2008, the Company issued 336,668 shares of common stock to four
      individuals for service. The shares were valued at a total of $49,134 ($0.14
      per
      share).





11


No
      commissions were paid in connection with any of these sales. These sales were
      undertaken under Rule 506 of Regulation D under the Securities Act of 1933.
      Each
      of the transactions did not involve a public offering and each of the investors
      represented that he/she was a “sophisticated” or “accredited” investor as
      defined in Rule 502 of Regulation D.





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





None





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





None





**ITEM
      5. OTHER INFORMATION.**





There
      were two reports on Form 8-K filed during the quarter ended June 30, 2008,
      one
      dated February 27, 2008 and one dated March 30, 2008








**ITEM
      6. EXHIBITS**





EXHIBIT
      31.1 Certification of Principal Executive Officer and Principal Financial
      Officer





EXHIBIT
      32 Certification of Compliance to Sarbanes-Oxley

















SIGNATURES





In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      Company has duly caused this Report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





CROWN
      EQUITY HOLDINGS INC.





By
      /s/
      Ken Bosket





Ken
      Bosket, Principal Executive Officer




By
      /s/
      Montse Zaman


Montse
      Zaman, Principal Financial Officer








Date:
      August 13, 2008








12