SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q/A
 (Mark
One)
 
 xQUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF
1934
 
 For the
quarterly period ended March 31, 2009
 
 OR
 
 oTRANSITION 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:
o
 
 Indicate
by check mark whether the Company is a large accelerated filer, an accelerated
file, non-accelerated filer, or a smaller reporting company.
  Large
      accelerated filer 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 May 13, 2009, there were
71,990,632 shares of Common Stock of the issuer outstanding.
  
  TABLE
      OF CONTENTSPagePART
      I: FINANCIAL INFORMATIONItem
      1.  Financial Statements (Unaudited)
              
              3Consolidated
      Balance Sheets as of March 31, 2009 and December 31, 2008
              
              3Consolidated
      Statements of Operations For the Three Months Ended March 31, 2009 and
      2008
              
              4Consolidated
      Statements of Cash Flows For  the Three Months Ended March 31,
      2009 and 2008
              
              5Notes
      to Financial Statements
              
              6Item
      2.  Management’s Discussion and Analysis and Plan of
      Operation
              
              7Item 3.  Quantitative and Qualitative
      Disclosures About Market Risk
              
              8Item 4T.  Controls and
      Procedures
              
              8PART
      II: OTHER INFORMATIONItem
      1.  Legal Proceedings
              
              9Item 1A.  Risk
      Factors
              
              9Item
      2.  Unregistered Sales of Equity Securities and Use of
      Proceeds
              
              9Item
      3.  Defaults upon Senior Securities
              
              10Item
      4.  Submission of Matters to a vote of Security
      Holders
              
              10Item
      5.  Other Information
              
              10Item
      6.  Exhibits
              
              10Signatures
              
              10
  2
  Crown
Equity Holdings Inc.
 CONSOLIDATED
BALANCE SHEETS
 (Unaudited)
 
 March
      31,
                        
                        
                        December
      31,2009
                        
                        
                        2008AssetsCurrent
      assetsCash
                        
                        $
                        4,570
                        
                        
                        $
                        2,898Fixed
      assetsEquipment
      (net)
                        
                        
                        37,028
                        
                        
                        
                        43,373Total
      Assets
                        
                        $
                        41,598
                        
                        
                        $
                        46,271Liabilities
      & Stockholder's DeficitCurrent
      liabilitiesAccounts
      payable and accrued expenses
                        
                        $
                        28,187
                        
                        
                        $
                        40,393Accounts
      payable - related party
                        
                        
                        74,886
                        
                        
                        
                        74,718Advances
      from related parties
                        
                        
                        80,302
                        
                        
                        
                        85,915Accrued
      interest
                        
                        
                        2,375
                        
                        
                        
                        —Salaries
      payable
                        
                        
                        4,850
                        
                        
                        
                        23,000Note
      payable - related party
                        
                        
                        53,860
                        
                        
                        
                        51,210Note
      payable
                        
                        
                        15,700
                        
                        
                        
                        13,700Total
      current liabilities
                        
                        
                        260,160
                        
                        
                        
                        288,936Stockholder's
      DeficitCommon
      stock, $.001 par value, 500,000,0000 shares authorized, 71,990,632 and
      69,199,632 shares issued and outstanding
                        
                        
                        71,991
                        
                        
                        
                        69,200Additional-paid-in-capital
                        
                        
                        6,307,213
                        
                        
                        
                        6,030,904Accumulated
      deficit
                        
                        
                        (6,597,766
                        )
                        
                        
                        (6,342,769
                        )Total
      stockholder's deficit
                        
                        
                        (218,562
                        )
                        
                        
                        (242,665
                        )Total
      Liabilities & Stockholders’ Deficit
                        
                        $
                        41,598
                        
                        
                        $
                        46,271
 
 The
accompanying notes are an integral part of the financial statements
  3
  Crown
Equity Holdings Inc.
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 Three
month periods ended March 31, 2009 and March 31, 2008
 (Unaudited)
 
 2009
                      
                      
                      2008Revenue
                      
                      $
                      6,144
                      
                      
                      $
                      572Cost
      of revenues
                      
                      
                      (1,364
                      )
                      
                      
                      -Gross
      profit
                      
                      
                      4,780
                      
                      
                      
                      572Expenses:General
      and administrative
                      
                      
                      253,985
                      
                      
                      
                      44,816Depreciation
                      
                      
                      6,345
                      
                      
                      
                      6,345Operating
      loss
                      
                      
                      (255,550
                      )
                      
                      
                      (50,589
                      )Other
      Income (expense)Debt
      forgiveness income
                      
                      
                      1,319
                      
                      
                      
                      —Interest
      expense
                      
                      
                      (766
                      )
                      
                      
                      —Total
      other income
                      
                      
                      553
                      
                      
                      
                      —Net
      loss
                      
                      $
                      (254,997
                      )
                      
                      $
                      (50,589
                      )Net
      loss per share (basic and diluted):
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )Weighted
      average shares outstanding (basic and diluted):
                      
                      
                      70,808,676
                      
                      
                      
                      68,572,984
 
 The
accompanying notes are an integral part of the unaudited financial
statements
  4
  Crown
Equity Holdings Inc.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 Three
month periods ended March 31, 2009 and March 31, 2008
 (Unaudited)
 
 2009
                        
                        
                        2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                        
                        $
                        (254,997
                        )
                        
                        $
                        (50,589
                        )Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
      expense
                        
                        
                        6,345
                        
                        
                        
                        6,345Stock
      for services
                        
                        
                        225,100
                        
                        
                        
                        —Debt
      forgiveness income
                        
                        
                        (1,319
                        )
                        
                        
                        —Net
      Change in:Accounts
      payable and accrued expenses
                        
                        
                        (3,089
                        )
                        
                        
                        442Accounts
      payable - related party
                        
                        
                        270
                        
                        
                        
                        —Accrued
      salaries
                        
                        
                        5,325
                        
                        
                        
                        —TOTAL
      CASH FLOWS USED IN OPERATING ACTIVITIES
                        
                        
                        (22,365
                        )
                        
                        
                        (43,802
                        )CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from related party, net
                        
                        
                        (5,613
                        )
                        
                        
                        11,809Proceeds
      from sale of stock
                        
                        
                        25,000
                        
                        
                        
                        —Proceeds
      from notes payable
                        
                        
                        2,000
                        
                        
                        
                        —Proceeds
      (repayments) on notes payable-related party
                        
                        
                        2,650
                        
                        
                        
                        (10,000
                        )TOTAL
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                        
                        
                        24,037
                        
                        
                        
                        1,809Net
      Increase (Decrease) in Cash
                        
                        
                        1,672
                        
                        
                        
                        (41,993
                        )Cash,
      beginning of period
                        
                        
                        2,898
                        
                        
                        
                        48,952Cash,
      end of period
                        
                        $
                        4,570
                        
                        
                        $
                        6,959SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                        
                        $
                        -
                        
                        
                        $
                        -Income
      taxes paid
                        
                        
                        -
                        
                        
                        
                        -Non
      Monetary transactionsCommon
      stock issued for accounts payable and accrued liabilities
                        
                        
                        29,000
                        
                        
                        
                        -
 
 The
accompanying notes are an integral part of the unaudited financial
statements
  5
  Crown
Equity Holdings Inc.
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 NOTE 1 -
BASIS OF PRESENTATION
 
 The
accompanying unaudited interim financial statements of Crown Equity Holdings
Inc. (the “Company”) 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 (“SEC”), and should be read in conjunction
with the audited financial statements and notes thereto contained in the
Company’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.
 
 Certain
prior year amounts have been reclassified to conform with the current year
presentation.
 
 NOTE 2 -
GOING CONCERN
 
 As shown
in the accompanying financial statements, we incurred a net loss during the
three months ended March 31, 2009, have an accumulated deficit and a working
capital deficit as of March 31, 2009. 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 –
COMMON STOCK
 
 During
the quarter ended March 31, 2009 the Company issued 2,791,000 shares of common
stock at $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
 ·
              2,251,000
      issued for compensation of $225,100 of which 1,810,000 shares valued at
      $181,000 were issued to four related
parties
 
 Note 4 -
CONTINGENCIES
 
 There is
pending litigation in Arizona small claims court - Strojnik v. Crown Equity
Holdings, Inc. and Crown Partners, Inc.  The Company 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.
  6
  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, 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.  For the three months ended March 31, 2009, CTS
had gross revenues of approximately $6,144.
 
 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.
 
 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 9663 St Claude, Las Vegas, Nevada
89148.
 
 As of
March 31, 2009, the Company had no employees but was utilizing the services of
independent contractors and consultants.
 
 RESULTS
OF OPERATIONS
 
 For the
three months ended March 31, 2009 and 2008, we had revenues of $6,144 and $572,
respectively, for a net loss of $254,997 and $50,589,
respectively.  General and administrative expense increased to
$253,985 for the three months ended March 31, 2009 as compared to $44,816 for
the same period in 2008. Interest expense incurred during the period ending
March 31, 2009 was $766 compared zero for the same period for 2008. Depreciation
for both March 31, 2009 and 2008 was $6,345. The increase in general and
administrative expense was primarily attributable to the Company’s growing
operations and stock issued for services during the period ending March 31,
2009.
 
 7
  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.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 At March
31, 2009, the Company had current assets of $4,570 and current liabilities of
approximately $260,160, resulting in a working capital deficit of
$255,590.  Accumulated deficit as of March 31, 2009 was approximately
$6,597,766. 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 consolidated financial statements, Crown Equity incurred a net loss
of $254,997 for the three months ended March 31, 2009, has an accumulated
deficit of $6,597,766 and a working capital deficit of $255,590 as of March 31,
2009. 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
March 31, 2009, 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.
 
 8
  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.
 
 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.
 
 There is
pending litigation in Arizona small claims court - Strojnik v. Crown Equity
Holdings, Inc. and Crown Partners, Inc.  The Company 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 the Company’s risk factors as previously
disclosed in our most recent 10-K filing for the year ending December 31,
2008.
 
 ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.
 
 During
the quarter ended March 31, 2009 the Company issued 2,791,000 shares of
restricted common stock as follows:
 ·
              250,000
      shares of common stock with a value of $ 25,000 ($0.10 per share) for
      cash
 ·
              60,000
      shares of common stock with a value of $ 6,000 ($0.10 per share) for
      accounts payable
  9
  ·
              230,000
      shares of common stock with a value of $ 23,000 ($0.10 per share) for
      accrued compensation payable
 ·
              2,251,000
      shares of common stock with a value of $225,100 ($0.10 per share) for
      compensation
 
 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 no reports on Form 8-K filed during the quarter ended March 31,
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
 
 Date: May
12, 2009
  10