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 September 30, 2009
 
 OR
 
  ̈TRANSITION REPORT UNDER SECTION 13 OF
15(d) OF THE EXCHANGE ACT
 OF 1934
 
 From the
transition period from ___________ to ____________.
 
 Commission
File Number 000-29935
 
 CROWN EQUITY HOLDINGS
INC.
 (Exact
name of small business issuer as specified in its
charter)
 
 Nevada
33-0677140
 (State or
other jurisdiction of incorporation or organization)(IRS Employer Identification
No.)
 
 9663 St Claude Avenue Las
Vegas NV 89148
 (Address
of principal executive offices)
 
 (702)
448-1543
 (Issuer's
telephone number)
 
 N/A
 (Former name, former address and former
fiscal year, if changed since last report)
 
 Indicate
by check mark whether the Company (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days: Yes x   No:
 ̈
 
 Indicate
by check mark whether the Company is a large accelerated filer, an accelerated
file, non-accelerated filer, or a smaller reporting company.
  Large
      accelerated filer  ̈
                  Non-accelerated
      filer  ̈
                Accelerated
      filed  ̈
                  Smaller
      reporting company x
 
 Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2
of the Exchange Act).
 Yes  ̈   No
x
 
 As of November 13, 2009, there were
72,470,632 shares of Common Stock of the issuer outstanding.
 
 
  TABLE
OF CONTENTS
 
 PagePART
      I: FINANCIAL INFORMATIONItem
      1.  Financial Statements (Unaudited)
                3Balance
      Sheets as of September 30, 2009 and December 31,
      2008(Unaudited)
                3Statements
      of Operations For the Three and Nine Months Ended September 30, 2009 and
      2008 (Unaudited)
                4Statements
      of Cash Flows For  the Nine Months Ended September 30, 2009 and
      2008 (Unaudited)
                5Notes
      to (Unaudited) Financial Statements
                6Item
      2.  Management’s Discussion and Analysis and Plan of
      Operation
                9Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                10Item
      4T.  Controls and Procedures
                11PART
      II: OTHER INFORMATIONItem
      1.  Legal Proceedings
                11Item
      1A.  Risk Factors
                11Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
                11Item
      3.  Defaults upon Senior Securities
                12Item
      4.  Submission of Matters to a vote of Security
      Holders
                12Item
      5.  Other Information
                12Item
      6.  Exhibits
                12Signatures
                12
  2
  Crown
Equity Holdings Inc.
 BALANCE
SHEETS
 (Unaudited)
  September
      30,
                              
                              
                              December
      31,2009
                              
                              
                              2008AssetsCurrent
      assetsCash
      and cash equivalents
                              
                              $
                              252,510
                              
                              
                              $
                              2,898Fixed
      assetsEquipment
      and vehicles(net)
                              
                              
                              34,218
                              
                              
                              
                              43,373Marketable
      securities-restricted holdings
                              
                              
                              125,000
                              
                              
                              
                              —Total
      Assets
                              
                              $
                              411,728
                              
                              
                              $
                              46,271Liabilities
      & Stockholder's Equity (Deficit)Current
      liabilitiesAccounts
      payable
                              
                              $
                              7,138
                              
                              
                              $
                              40,393Accounts
      payable - related party
                              
                              
                              6,135
                              
                              
                              
                              74,718Advances
      from related parties
                              
                              
                              22,689
                              
                              
                              
                              85,915Accrued
      interest
                              
                              
                              3,325
                              
                              
                              
                              —Salaries
      payable
                              
                              
                              22,471
                              
                              
                              
                              23,000Note
      payable - related party
                              
                              
                              53,860
                              
                              
                              
                              51,210Note
      payable
                              
                              
                              12,700
                              
                              
                              
                              13,700Deferred
      revenues
                              
                              
                              143,940
                              
                              
                              
                              —Total
      current liabilities
                              
                              
                              272,258
                              
                              
                              
                              288,936Stockholder's
      Equity (Deficit)Stockholders’
      equity (deficit):Common
      stock, $.001 par value, 500,000,0000 shares authorized,72,470,632
      and 69,199,632 shares issued and outstanding
                              
                              
                              72,471
                              
                              
                              
                              69,200Additional-paid-in-capital
                              
                              
                              6,439,147
                              
                              
                              
                              6,030,904Accumulated
      deficit
                              
                              
                              (6,372,148
                              )
                              
                              
                              (6,342,769
                              )Total
      stockholder's equity (deficit)
                              
                              
                              139,470
                              
                              
                              
                              (242,665
                              )Total
      Liabilities & Stockholders’ Equity (Deficit)
                              
                              $
                              411,728
                              
                              
                              $
                              46,271
  The
accompanying notes are an integral part of the financial statements
  3
  Crown
Equity Holdings Inc.
 STATEMENTS
OF OPERATIONS
 Three
and Nine month periods ended September 30, 2009 and 2008
 (Unaudited)
 
 ThreeMonths
                              
                              
                              NineMonths2009
                              
                              
                              2008
                              
                              
                              2009
                              
                              
                              2008Revenue
                              
                              $
                              334,602
                              
                              
                              $
                              —
                              
                              
                              $
                              418,959
                              
                              
                              $
                              6,273Cost
      of goods sold
                              
                              
                              —
                              
                              
                              
                              (5,366
                              )
                              
                              
                              (1,893
                              )
                              
                              
                              (13,159
                              )Gross
      margin
                              
                              
                              334,602
                              
                              
                              
                              (5,366
                              )
                              
                              
                              417,066
                              
                              
                              
                              (6,886
                              )Expenses:General
      and administrative
                              
                              
                              119,036
                              
                              
                              
                              107,800
                              
                              
                              
                              434,523
                              
                              
                              
                              262,119Depreciation
                              
                              
                              6,692
                              
                              
                              
                              6,345
                              
                              
                              
                              19,466
                              
                              
                              
                              19,035Operating
      income(loss)
                              
                              
                              208,874
                              
                              
                              
                              (119,511
                              )
                              
                              
                              (36,923
                              )
                              
                              
                              (288,040
                              )Other
      Income (expense):Other
      income
                              
                              
                              
                              
                              
                              
                              —
                              
                              
                              
                              438
                              
                              
                              
                              —Interest
      income
                              
                              
                              81
                              
                              
                              
                              —
                              
                              
                              
                              81
                              
                              
                              
                              —Realized
      gain/(loss) on securities
                              
                              
                              2,483
                              
                              
                              
                              —
                              
                              
                              
                              (7,242
                              )
                              
                              
                              —Gain
      on debt  forgiveness
                              
                              
                              14,764
                              
                              
                              
                              —
                              
                              
                              
                              16,083
                              
                              
                              
                              —Other
      expense
                              
                              
                              (100
                              )
                              
                              
                              —
                              
                              
                              
                              (100
                              )
                              
                              
                              —Interest
      expense
                              
                              
                              (475
                              )
                              
                              
                              (1,044
                              )
                              
                              
                              (1,716
                              )
                              
                              
                              (1,993
                              )Total
      other income(expense)
                              
                              
                              16,753
                              
                              
                              
                              (1,044
                              )
                              
                              
                              7,544
                              
                              
                              
                              (1,993
                              )Net
      income(loss)
                              
                              $
                              225,627
                              
                              
                              $
                              (120,555
                              )
                              
                              $
                              (29,379
                              )
                              
                              $
                              (290,033
                              )Net
      income(loss) per share (basic and diluted):
                              
                              $
                              0.00
                              
                              
                              $
                              (0.00
                              )
                              
                              $
                              0.00
                              
                              
                              $
                              (0.00
                              )Weighted
      average shares outstanding (basic and diluted):
                              
                              
                              72,350,357
                              
                              
                              
                              68,933,328
                              
                              
                              
                              71,575,193
                              
                              
                              
                              68,657,436
  The
accompanying notes are an integral part of the financial
statements
  4
  Crown
Equity Holdings Inc.
 STATEMENTS
OF CASH FLOWS
 Nine
month periods ended September 30, 2009 and September 30, 2008
 (Unaudited)
 
 2009
                            
                            
                            2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
                            
                            $
                            (29,379
                            )
                            
                            $
                            (290,033
                            )Adjustments
      to reconcile net income (loss) to cash
    usedin operating activities:Depreciation
      expense
                            
                            
                            19,466
                            
                            
                            
                            19,035Stock
      for services
                            
                            
                            242,950
                            
                            
                            
                            94,137Gain
      on debt forgiveness
                            
                            
                            (16,083
                            )
                            
                            
                            —Realized
      (gain)/loss on securities
                            
                            
                            7,242
                            
                            
                            
                            —Net
      Change in:Accounts
      receivable
                            
                            
                            —
                            
                            
                            
                            14,004Accounts
      payable and accrued expenses
                            
                            
                            (1,148
                            )
                            
                            
                            26,534Accounts
      payable - related party
                            
                            
                            37,480
                            
                            
                            
                            —Accrued
      salaries-related parties
                            
                            
                            22,471
                            
                            
                            
                            23,000Deferred
      revenues
                            
                            
                            5,000
                            
                            
                            
                            —TOTAL
      CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
                            
                            
                            287,999
                            
                            
                            
                            (113,323
                            )CASH
      FLOWS USED IN INVESTING ACTIVITIESCash
      paid for purchase of fixed assets
                            
                            
                            (1,811
                            )
                            
                            
                            —CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from related party, net
                            
                            
                            (63,226
                            )
                            
                            
                            59,134Proceeds
      from sale of stock
                            
                            
                            25,000
                            
                            
                            
                            —Proceeds
      from notes payable, net
                            
                            
                            (1,000
                            )
                            
                            
                            6,200Notes
      payable-related party
                            
                            
                            2,650
                            
                            
                            
                            —TOTAL
      CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES
                            
                            
                            (36,576
                            )
                            
                            
                            65,334Net
      Increase (Decrease) in Cash
                            
                            
                            249,612
                            
                            
                            
                            (47,989
                            )Cash,
      beginning of period
                            
                            
                            2,898
                            
                            
                            
                            48,952Cash,
      end of period
                            
                            $
                            252,510
                            
                            
                            $
                            963SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                            
                            $
                            -
                            
                            
                            $
                            -Income
      taxes paid
                            
                            
                            -
                            
                            
                            
                            -Non
      Cash Investing and FinancingCommon
      stock for accounts payable and accrued liabilities
                            
                            $
                            29,000
                            
                            
                            $
                            15,000Common
      Stock for vehicles
                            
                            
                            8,500
                            
                            
                            
                            -Securities
      received for deferred revenues
                            
                            
                            138,940
                            
                            
                            
                            -Contributed
      capital
                            
                            
                            106,064
                            
                            
                            
                            -
 
 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 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, 2008 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, 2008 as reported on Form 10-K, have been omitted.
 
 NOTE 2 -
GOING CONCERN
 
 As shown
in the accompanying financial statements, we have a working capital deficit as
of September 30, 2009. This condition raises substantial doubt as to our ability
to continue as a going concern. Management is trying to raise additional capital
through increases in revenue and expansion of operations. The financial
statements do not include any adjustments that might be necessary if we are
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 $125,000 as of September 30, 2009.
 
 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.
 
 NOTE 4 –
REVENUE RECOGNITION
 
 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
September 29, 2009 Crown Marketing, Inc acquired from TaxMasters, Inc a majority
of the outstanding shares of Crown Equity. As part of the merger agreement
effective August 4, 2009 between Crown Partners, Inc and TaxMasters, Inc all
outstanding balances due from Crown Equity to TaxMasters (Crown Partners) were
forgiven. Just prior to the merger, Crown Equity owed Crown Partners $50,167 in
advances and $55,897 in accounts payable.  Crown Equity recognized
this reduction of debt as contributed capital.
 
 Crown
Equity’s Chief Financial Officer has advanced Crown Equity money for various
purposes. As of September 30, 2009 Crown Equity was indebted to the Chief
Financial Officer for notes payable of $53,860, advances of $22,689 and accounts
payable of $6,135 for a total indebtedness of $82,684.
 
 During
the nine months ended, September 30, 2009 Crown Equity issued 2,225,000 shares
of common stock to four related parties for compensation and a vehicle with a
value of $210,150.
  NOTE 6 –
EQUITY
 
 On August
31, 2009 the Company amended their Articles of Incorporation to reduce the
number of authorized shares from 5,000,000,000 to 500,000,000.
 
 During
the nine months ended September 30, 2009 Crown Equity issued 3,271,000 shares of
common stock between $0.02 and $0.10 per share. The shares were issued as
follows:
 ·
              250,000
      issued for cash of $25,000
 ·
              60,000
      issued for accounts payable of
$6,000
 ·
              230,000
      issued for accrued compensation payable of
  $23,000
 ·
              2,506,000
      issued for compensation of $242,950
 ·
              100,000
      issued for purchasing a vehicle from a related party for
      $2,000
 ·
              125,000
      issued for purchasing a vehicle from a non related party for
      $6,500
 
 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 –
SUBSEQUENT EVENTS
 
 Crown
Equity evaluated events up through November 13, 2009 and determined that there
are none to disclose.
  8
  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. (the "Crown Equity" or "CEH") 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,
Crown Equity, through its 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.  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.  On June 18, 2009 Crown Trading Systems, Inc
was dissolved and the business became part of Crown Equity.
 
 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.
 
 Crown
Equity is offering its services to companies and their management seeking to
become public entities in the United States.  It has launched a
website, www.crownequityholdings.com, which offers its services in a wide range
of fields.
 
 Crown
Equity’s office is located at 9663 St Claude, Las Vegas, Nevada
89148.
 
 As of
September 30, 2009, Crown Equity had no employees but was utilizing the services
of independent contractors and consultants.
 
 RESULTS
OF OPERATIONS
 
 For the
nine months ended September 30, 2009 and 2008, we had revenues of $418,959 and
$6,273 respectively, for net loss of $29,379 and $ 290,033, respectively. For
the three months period ending September 2009 and 2008 revenues were $ 334,602
and $ zero with net income of $225,627 and a net loss of $120,555 respectively.
During the period ending September 30, 2009 Crown Equity incurred deferred
revenues of $ 143,940. General and administrative expense increased to $434,523
for the nine months ended September 30, 2009 as compared to $262,119 for the
same period in 2008 and increased to $119,036 for the three months ended
September 30, 2008 as compared to $107,800 for the three months ended September
30, 2009.  Interest expense incurred during the nine month period
ending September 30, 2009 was $1,716 compared $1,993 for the same period in 2008
and for the respective three months was $475 in 2009 and $1,044 for the same
period for 2008. Depreciation for the three and nine months period ending
September 30, 2009 was $6,692 and $19,466 respectively compared to 6,345 and
$19,035 for the same periods in 2008. The revenue increases in 2009 are from a
license sale of $250,000 and increased revenue from services of approximately
$168,000. The increase in net income for the three month period  and
decrease in loss during the nine month period was the result of revenue
increases in 2009 periods over the 2008 periods.
 
 9
  Crown
Equity will attempt to carry out its business plan as discussed above; however,
it cannot predict to what extent its capital resources could hinder its business
plan.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 At
September 30, 2009, Crown Equity had current assets of $252,510 and current
liabilities of $272,258, resulting in negative working capital of $
19,748.  Shareholders' equity as of September 30, 2009 was $139,470.
Further, there exist no agreements or understandings with regard to loan
agreements by or with the Officers, Directors, principals, affiliates or
shareholders of Crown Equity.
 
 Cash flow
from operations for the period ending September 30, 2009 was $287,999 compared
to ($113,323) for the same period in 2008 a positive increase of $401,322. Cash
flow from investing activities was ($ 1,811) during the 2009 for the period
ending September 30 compared to zero during the same period in
2008.  Cash flow from financing activities during the period ended
September 30, 2009 was ($36,576) compared to $65,334 in 2008, a decrease of
$101,910. The increase in sales was a major factor in cash flow changes during
the period ending September 30, 2009 compared to 2008.
 
 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.  As shown in the
accompanying financial statements, for the nine months ended September 30, 2009,
Crown Equity has a working capital deficit. This condition raises substantial
doubt as to Crown Equity's ability to continue as a going concern. The financial
statements do not include any adjustments that might be necessary if Crown
Equity is unable to continue as a going concern.
 
 EMPLOYEES
 
 As of
September 30, 2009, 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.
  10
  ITEM
4T:    CONTROLS AND PROCEDURES
  (a) Evaluation
of Disclosure Controls and Procedures
  Based on
their evaluation of our disclosure controls and procedures(as defined in Rule
13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our
principal executive officer and principal financial officer have concluded that
as of the end of the period covered by this quarterly report on Form 10-Q such
disclosure controls and procedures were not effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms because
of the identification of a material weakness in our internal control over
financial reporting which we view as an integral part of our disclosure controls
and procedures. The material weakness relates to the lack of segregation of
duties in financial reporting, as our financial reporting and all accounting
functions are performed by an external consultant with no oversight by a
professional with accounting expertise.  Our CEO and CFO do not possess
accounting expertise and our company does not have an audit committee. 
This weakness is due to the company’s lack of working capital to hire additional
staff.  To remedy this material weakness, we intend to engage another
accountant to assist with financial reporting as soon as our finances will
allow.
  Changes
in Internal Control over Financial Reporting
  Except as
noted above, 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 this 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,
2008.
 
 ITEM
2.  SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
 During
the nine months ended September 30, 2009 Crown Equity issued 3,271,000 shares of
common stock between $0.02 and $0.10 per share. The shares were issued as
follows:
 
 ·
              250,000
      issued for cash of $25,000
 ·
              60,000
      issued for accounts payable of
$6,000
 ·
              230,000
      issued for accrued compensation payable of
  $23,000
 ·
              2,506,000
      issued for compensation of $242,950
 ·
              100,000
      issued for purchasing a vehicle from a related party for
      $2,000
  11
  ·
              125,000
      issued for purchasing a vehicle from a non related party for
      $6,500
  ITEM  3.  DEFAULTS
UPON SENIOR SECURITIES.
 
 None
 
 ITEM  4.  SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 None
 
 ITEM  5.  OTHER
INFORMATION.
 
 On
October 1, 2009 the Crown Equity filed an 8-K related to the transfer of Crown
Equity shares from TaxMaster (Crown Partners) to Crown Marketing, Inc. effective
September 29, 2009.
 
 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/ Montse ZamanMontse
      Zaman, CFO, Chief Accounting
Officer
 
 Date:
November 13, 2009
 
 12