SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.20549





FORM
10-Q/A


(Mark
One)





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





For the
quarterly period ended June 30, 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, NV89146


(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  ̈
            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
August 6, 2010,there were 748,538,616 shares of Common Stock of the issuer
outstanding.









TABLE
      OF CONTENTSPagePART
      I: FINANCIAL INFORMATIONItem
      1.  Financial Statements (Unaudited)
                
                3Balance
      Sheets as of June 30, 2010and December 31, 2009(Unaudited)
                
                3Statements
      of Operations For the Three and Six Months Ended June 30, 2010 and 2009
      (Unaudited)
                
                4Statements
      of Cash Flows For  the Six Months Ended June 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
                
                13Item
      5.  Other Information
                
                14Item
      6.  Exhibits
                
                14Signatures
                
                14


2





Crown
Equity Holdings Inc.
 BALANCE
SHEETS
 (Unaudited)
 
 June 30, 2010
                    
                    
                    December 31, 2009AssetsCurrent
      assetsCash
      and cash equivalents
                    
                    $
                    280,330
                    
                    
                    $
                    249,612Marketable
      securities
                    
                    
                    206,824
                    
                    
                    
                    -Accounts
      receivable
                    
                    
                    12,000
                    
                    
                    
                    -Prepaid
      expense
                    
                    
                    2,400
                    
                    
                    
                    8,102Total
      current assets
                    
                    
                    501,554
                    
                    
                    
                    257,714Fixed
      assetsEquipment
      net, of depreciation $70,831
                    
                    
                    5,303
                    
                    
                    
                    17,993Restricted
      securities
                    
                    
                    85,000
                    
                    
                    
                    204,500Total
      Assets
                    
                    
                    591,857
                    
                    
                    
                    480,207Liabilities
      & Stockholder's EquityCurrent
      liabilitiesAccounts
      payable and accrued expenses
                    
                    $
                    17,652
                    
                    
                    $
                    14,332Salaries
      payable
                    
                    
                    85,951
                    
                    
                    
                    —Taxes
      payable
                    
                    
                    —
                    
                    
                    
                    16,990Deferred
      revenue
                    
                    
                    100,000
                    
                    
                    
                    62,000Total
      current liabilities
                    
                    
                    203,603
                    
                    
                    
                    93,322Long
      term liabilitiesNotes
      payable –related parties
                    
                    
                    97,209
                    
                    
                    
                    87,209Total
      liabilities
                    
                    
                    300,812
                    
                    
                    
                    180,531Stockholder's
      EquityPreferred
      shares $0.001 par value, 100,000,000 shares authorized  None
      issued or outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $.001 par value, 4,900,000,0000 shares authorized, 748,108,860, and
      728,806,320 shares issued and outstanding
                    
                    
                    748,109
                    
                    
                    
                    728,810Additional-paid-in-capital
                    
                    
                    5,993,436
                    
                    
                    
                    5,819,708Accumulated
      deficit
                    
                    
                    (6,450,500
                    )
                    
                    
                    (6,248,842
                    )Total
      stockholder's equity
                    
                    
                    291,045
                    
                    
                    
                    299,676Total
      Liabilities & Stockholders’ Equity
                    
                    $
                    591,857
                    
                    
                    $
                    480,207
 
 The
accompanying notes are an integral part of the unaudited financial
statements
  3
 
 Crown
Equity Holdings Inc.
 STATEMENTS
OF OPERATIONS
 Three
and Six month periods ended June 30, 2010 and 2009
 (Unaudited)
 
 Three
      Months
                              
                              
                              Six
      Months2010
                              
                              
                              2009
                              
                              
                              2010
                              
                              
                              2009Revenue
                              
                              $
                              349,212
                              
                              
                              $
                              78,213
                              
                              
                              $
                              673,988
                              
                              
                              $
                              84,357Cost
      of revenue
                              
                              
                              —
                              
                              
                              
                              (529
                              )
                              
                              
                              (85,000
                              )
                              
                              
                              (1,893
                              )Gross
      margin
                              
                              
                              349,212
                              
                              
                              
                              82,464
                              
                              
                              
                              588,988
                              
                              
                              
                              82,464Expenses:General
      and administrative
                              
                              
                              378,083
                              
                              
                              
                              61,503
                              
                              
                              
                              603,037
                              
                              
                              
                              351,487Depreciation
                              
                              
                              6,345
                              
                              
                              
                              6,428
                              
                              
                              
                              12,690
                              
                              
                              
                              12,773Operating
      income(loss)
                              
                              
                              (35,216
                              )
                              
                              
                              9,753
                              
                              
                              
                              (26,739
                              )
                              
                              
                              (245,796
                              )Other
      Income (expense):Other
      income
                              
                              
                              -
                              
                              
                              
                              438
                              
                              
                              
                              -
                              
                              
                              
                              438Interest
      income
                              
                              
                              35
                              
                              
                              
                              -
                              
                              
                              
                              66
                              
                              
                              
                              -Realized
      (loss) on securities
                              
                              
                              (875
                              )
                              
                              
                              (9,724
                              )
                              
                              
                              825
                              
                              
                              
                              (9,274
                              )Unrealized
      gain(loss) on securities
                              
                              
                              (35,170
                              )
                              
                              
                              
                              
                              
                              
                              (169,195
                              )Gain
      on debt forgiveness
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              1,319Investment
      expense
                              
                              
                              (470
                              )
                              
                              
                              
                              
                              
                              
                              (783
                              )Interest
      expense
                              
                              
                              (2,916
                              )
                              
                              
                              (475
                              )
                              
                              
                              (5,832
                              )
                              
                              
                              (1,243
                              )Total
      other income(expense)
                              
                              
                              (39,396
                              )
                              
                              
                              (9,761
                              )
                              
                              
                              (174,919
                              )
                              
                              
                              (9,210
                              )Netloss
                              
                              $
                              (74,612
                              )
                              
                              $
                              (8
                              )
                              
                              $
                              (201,658
                              )
                              
                              $
                              (255,006
                              )Net
      loss per common share (basic and diluted):
                              
                              $
                              (0.00
                              
                              
                              $
                              (0.00
                              )
                              
                              $
                              (0.00
                              
                              
                              $
                              (0.00
                              )Weighted
      average common shares outstanding (basic and diluted):
                              
                              
                              747,935,973
                              
                              
                              
                              720,389,840
                              
                              
                              
                              739,567,918
                              
                              
                              
                              711,905,550
 
 The accompanying notes are an integral
part of the unaudited financial statements
  4
 
 Crown
Equity Holdings Inc.
 STATEMENTS
OF CASH FLOWS
 Six
month periods ended June 30, 2010and June 30, 2009
 (Unaudited)
 
 2010
                  
                  
                  2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (201,658
                  )
                  
                  $
                  (255,006
                  )Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
      expense
                  
                  
                  12,690
                  
                  
                  
                  12,773Stock
      for services
                  
                  
                  193,026
                  
                  
                  
                  225,100Gain
      on accounts payable forgiveness
                  
                  
                  —
                  
                  
                  
                  (1,319
                  )Unrealized
      (gain) loss on securities
                  
                  
                  169,195
                  
                  
                  
                  —Realized
      (gain) loss on securities
                  
                  
                  (825
                  )
                  
                  
                  —Net
      Change in:Prepaid
      expenses
                  
                  
                  5,702
                  
                  
                  
                  —Accounts
      receivable
                  
                  
                  (12,000
                  )
                  
                  
                  —Marketable
      securities received for revenue
                  
                  
                  (367,503
                  )
                  
                  
                  —Accounts
      payable and accrued expenses
                  
                  
                  4,702
                  
                  
                  
                  (4,203
                  )Accounts
      payable - related party
                  
                  
                  —
                  
                  
                  
                  (5,981
                  )Taxes
      payable
                  
                  
                  (16,990
                  )
                  
                  
                  —Restricted
      securities received for revenue
                  
                  
                  150,750
                  
                  
                  
                  —Deferred
      revenue
                  
                  
                  (27,000
                  )
                  
                  
                  —Accrued
      salaries
                  
                  
                  85,951
                  
                  
                  
                  20,150TOTAL
      CASH FLOWS USED IN OPERATING ACTIVITIES
                  
                  
                  (3,960
                  )
                  
                  
                  (8,486
                  )CASH
      FLOWS USED IN INVESTING ACTIVITIESCash
      paid for purchase of fixed assets
                  
                  
                  —
                  
                  
                  (`1,881)CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from related party, net
                  
                  
                  —
                  
                  
                  
                  (10,163
                  )Proceeds
      from sale of stock
                  
                  
                  24,678
                  
                  
                  
                  25,000Proceeds
      from notes payable
                  
                  
                  —
                  
                  
                  
                  2,000Notes
      payable-related party
                  
                  
                  10,000
                  
                  
                  
                  2,650TOTAL
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  34,678
                  
                  
                  
                  19,487Net
      Increase (Decrease) in Cash
                  
                  
                  30,718
                  
                  
                  
                  9,190Cash,
      beginning of period
                  
                  
                  249,612
                  
                  
                  
                  2,898Cash,
      end of period
                  
                  $
                  280,330
                  
                  
                  $
                  12,088SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                  
                  
                  -
                  
                  
                  
                  -Income
      taxes paid
                  
                  
                  -
                  
                  
                  
                  -Non
      Monetary transactionsSecurities
      received for deferred revenue
                  
                  
                  65,000 -Reclass
      from restricted to marketable
                  
                  
                  39,000 -Common
      stock for accounts payable and accrued liabilities
                  
                  
                  —
                  
                  
                  
                  29,000Common
      Stock for vehicle
                  
                  
                  —
                  
                  
                  
                  2,000
 
 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, 2009Annual 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, 2009as 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 June 30, 2010. Unless profitability and increase in shareholders
equity continues, these conditions raisesubstantialdoubt 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 fairmarket value.  Crown Equity classified certain securities
as long-term due to restrictions on transfers.
 
 Per
Accounting Standards Codification (“ASC”) 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. Thishierarchy 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 at level 1 with a fair value
of $207,085and restricted securities with a market value of $85,000 as of June
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
acontract-by-contract basis for new assets or liabilities within the scope of
ASC 825 as the initial and subsequent measurement attribute for those
financialassets 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 whichit has elected the fair value option, and similar assets
and liabilities measured using another measurement attribute. An entity can
accomplish this either byreporting the fair value and non-fair-value carrying
amounts as separate line items or by aggregating those amounts and disclosing
parenthetically the amount offair value included in the aggregate
amount.
 
 Crown
Equity adopted ASC 825this 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 “RevenueRecognition.” 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 otherspecified performance
conditions. Product sales, accounted for within fulfillment services, are
recognized upon shipment to thecustomer 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 considerationreceived
or the fair value of the equity instrument issued, whichever ismore reliably
measurable. The measurement date of the fair value of theequity instrument
issued is the date on which they are received by Crown Equity.
 
 Amounts
received for revenue not earned as of period end are accounted for as deferred
revenues.
  7
  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 June 30, 2010 $85,000 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 $71,185to a three year unsecured note maturing
on November 19, 2012. As of June 30, 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 ato 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.
 
 On June
22, 2010 the Company approved a forward split of common stock at a ratio of 10
shares 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 six months ended June30, 2010,Crown Equityissued 19,302,540 shares of common
stock forcompensation for $193,026.
  8
  NOTE7-
CONTINGENCIES
 
 There is
pending litigation in Arizona small claims court - Strojnik v. Crown Equity
Holdings, Inc.  Crown Equityhas assessed the outcome of a loss as
remote and furthermore the maximum liability in small claims court is
$2,500.  Crown Equityhas not accrued any amounts related to this
contingency.
 
 NOTE8
– SUBSEQUENT EVENTS
 
 On July
2, 2010 the Company issued 429,756 shares of common stock at $0.20 per share
valued at $85,951 for 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 companiesand 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.
  10
  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.
 
 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,
Nevada89146.
 
 As of
June 30, 2010, Crown Equity had nineemployees but was also utilizing the
services of independent contractors and consultants.
 
 RESULTS
OF OPERATIONS
 
 For the
three months periods ending June 30, 2010 and 2009 revenues were $ 349,212 and
$78,213with net loss of $74,612 and a net loss of $8 respectively.During the
period ending June 30, 2010 Crown Equity incurred deferred revenues of $100,000.
General and administrative expense increased to$603,037for the six months ended
June 30, 2010 as compared to $351,487 for the six months ended June 30,
2009.Interest expense incurred during the sixmonth period ending June 30, 2010
was $5,832 compared $1,243 for the same period in 2009. Depreciation for the six
months period endingJune 30, 2010was $12,690 and $12,773 for the same periods in
2009.The revenue increases in 2010were from consulting services of approximately
$599,613.The increase in revenue did not include deferred revenue of $100,000
for the period ending June 30, 2010. The net lossfor the six month period
endingJune 30, 2010 consisted of an operating loss of $26,739 and other expenses
of $174,919 of which $ 169,195consisted of 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 June
30, 2010, Crown Equity had current assets of $501,554and current liabilities of
$203,603, resulting in working capital of $297,951.  Shareholders'
equityas ofJune 30, 2010 was $291,045.Further, there exist no agreements or
understandings with regard tofutureloan agreements by or with the Officers,
Directors, principals, affiliates or shareholders of Crown
Equity.  The Company is currently indebted to Montse Zaman, an officer
and director, for past advances and loans to the Company totaling
$97,209.
  11
 
 Cash flow
used in operations for the period ending June 30, 2010 was $3,960compared to
$8,486 for the same period in 2009 a negativeincrease of $4,526. Cash flow from
financing activities during the period ended June 30, 2010was $10,000 compared
to $19,487 in 2009, adecreaseof $9,487.
 
 Our
revenues for the quarter totaled $349,212 compared to $78,213 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 $378,083, an increase from $61,503 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
six months ended June 30, 2010, revenues were $673,988 compared to $84,357 for
the same six month period last year.  Our general and administrative
expenses totaled $603,037 for the six months ended June 30, 2010 compared to
$351,487 for the same period last year.  The increase is due to
increased operating costs in servicing our customers.
 
 Our
existing capital maynot 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
June 30, 2010, Crown Equity had nineemployees.
 
 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.
  12
 
 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 formsbecause
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.
 
 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 six months ended June 30, 2010 Crown Equityissued 19,302,540shares of common
stock at $0.10 per share for a value of $193,026compensation.
 
 ITEM
3.  DEFAULTS UPON SENIOR SECURITIES.
 
 None
 
 ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 None
  13
 
 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.
 
 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, CFODateAugust
      6,2010
  14