UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Mark
One)


x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
fiscal year ended December 31, 2009





 ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES


EXCHANGE
ACT OF 1934





For the
transition period from ___________ to ___________.





Commission
File Number: 000-29935





CROWN
EQUITY HOLDINGS INC.


(Exact
name of registrant as specified in its charter)





Nevada
              
              33-0677140State
      or other jurisdiction of
              
              (IRS
      Employerincorporation
      or organization
              
              Identification
      Number)





5440 Sahara, Suite 205, Las
Vegas, NV 89146


(Address
of principal executive offices)(Zip Code)





Registrant's
telephone number, including area code: (702)
448-1543





Securities
registered pursuant to Section 12(b) of the Act: None.





Name of
each exchange on which registered: None.





Securities
registered pursuant to Section 12(g) of the Act: Common Stock





Indicate
by check mark if the registrant is a well-seasoned issuer, as defined in Rule
405 of the Securities Act


 ̈
Yes  x
No


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15d of the Act


 ̈
Yes  x
No


Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the preceding 12 months (or such shorter period of
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YesxNo ̈





Indicate by checkmark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the previous 12
months (or for such shorter period that the registrant was required to submit
and post such files.) YesxNo ̈





Indicate by checkmark if disclosure of
delinquent filers to Item 405 of Regulation S-K (§229.405) is not contained
herein and will not be contained, to the best of the registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K. ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definitions of "large accelerated filer,"
"accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.





Large
      accelerated filer o
                  Accelerated filer ̈Non-accelerated
      filer o
      (Do not check if smaller reporting company
                  Smaller
      reporting company x


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act.)  ̈
Yes  x
No





The
number of shares outstanding of the Company’s $.001 Par Value Common Stock as of
March 8, 2010 was 72,880,632. The aggregate number of shares of the voting stock
held by non-affiliates on March 10, 2010 was 26,023,220. The market value of
these shares, computed by reference to the market closing price on March 8, 2010
was $1,573,932 For the purposes of the foregoing calculation only, all directors
and executive officers of the registrant have been deemed
affiliates.





DOCUMENTS
INCORPORATED BY REFERENCE: None.





PART
I





ITEM 1.
BUSINESS





A)
General





Crown
Equity Holdings Inc. formerly known as Micro Bio-Medical Waste Systems, 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. None of the proposed business activities for which the Company’s
name was changed produced any revenues or created any appreciable business
activities for the Company.





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. However, due to the economic downturn
in the economy at the time, the demand for these multiple monitor systems did
not materialize and the Company has shelved its plans to sell and market these
multiple monitor systems for the present time.





In 2009,
Crown Trading Systems was dissolved as a corporation and its business was
absorbed into the Company.  The Company still uses the trade name
"Crown Trading Systems."  CTS has  reseller and distribution
agreements with many wholesale and retail computer and components companies but
is not presenting engaged in this business due to the lack of demand at the
present time.  The Company may re-enter this field once the economy
rebounds.





At the
present time, the Company is offering its services to domestic and global
companies seeking to become public entities in the United States. It has
launched a website, www.crownequityholdings.com, which offers its services in a
wide range of fields. The Company provides various consulting services to
companies and individuals dealing with corporate structure and operations
globally.  The Company also provides public relations and news
dissemination for publicly and privately held companies.





In 2009,
the Company re-focused its primary vision to using its network of websites to
provide advertising and marketing services, as a worldwide online media
advertising publisher, dedicated to the distribution of quality branding
information. The Company offers Internet media-driven advertising services,
which cover and connect a wide range of marketing specialties, as well as search
engine optimization for clients interested in online media
awareness.  As part of its operations, the Company has utilized the
services of software and hardware technicians in developing its websites and
adding additional websites.  This allows the Company to disseminate
news and press releases for its customers as well as general news and financial
information on a much bigger scale than it did previously.  The
Company markets its services to companies seeking market awareness of them and
the services or goods that they offer.  The Company then publishes
information concerning these companies on its many websites.  The
Company is paid in cash and/or stock of the customer companies. The Company has
numerous consulting and service customers and is therefore not dependent on any
particular customer for a majority of its revenue.







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.





The
Company’s office is located at 5440 West Sahara, Suite 205, Las Vegas NV
89146.





As of
December 31, 2009, the Company had no employees but was utilizing the services
of independent contractors and consultants.





Item 2.
Properties.





The
Company has sub-leased office space from an affiliate of the Company at a cost
of $2,400 per month for a period of twelve months, expiring in December,
2010.  The Company believes that this office space is sufficient for
its needs for the period of the lease.





Item 3
Legal Proceedings.





The
Company has pending litigation in Arizona small claims court - Strojnik v. Crown
Equity Holdings, Inc. and Crown Partners, Inc which was filed September 25,
2008.  The Company has assessed the outcome of a loss as remote and
furthermore the maximum liability in small claims court is
$2,500.  The Company has not accrued any amounts related to this
contingency nor has there been any activity related to this matter.





Item 4.
Submission of Matters to a Vote of Security Holders





In
August, 2009, the Board of Directors proposed to decrease the Company's
authorized capital as well as authorizing a class of preferred stock and making
certain other changes to the Company's articles of incorporation.  At
a meeting held on October 15, 2009, the Company’s majority shareholder approved
an amendment to the Company’s Articles of Incorporation decreasing the number of
authorized shares of common stock from 5,000,000,000 from 490,000,000 and
approving the creation of a class of preferred stock, consisting of 10,000,000
shares, par value $.001,  The Amended and Restated Articles of
Incorporation also included the following changes to the original Articles of
Incorporation and the many amendments filed thereto through the
years:





o
            added
      provisions governing the Board of
Directors;


o
            added
      a provision limiting the liability of
directors;


o
            permitting
      the votes of interested directors to be counted in certain
      transactions;


o
            added
      a provision for the indemnification of officers and directors;
      and


o
            added
      a provision permitting the Board of Directors to approve future stock
      splits without a vote of the stockholders without affecting the authorized
      capital stock.





Item 5.
Market for Registrant’s Common Equity and Related Shareholder
Matters.





The
Company’s common stock is currently traded on the OTC Electronic Bulletin Board
in the United States, having the trading symbol “CRWE” and CUSIP #22834M107. The
Company’s stock is traded on the OTC Electronic Bulletin Board. As of December
31, 2009, the Company had 72,880,632 shares of its common stock issued and
outstanding, of which 26,023,220 were held by non-affiliates.








The
following table reflects the high and low quarterly bid prices for the fiscal
years ended December 31, 2008 and 2009.





Period
                High
      Bid
                
                Low
      Bid1st
      Qtr 2008
                .20
                
                .102nd
      Qtr 2008
                .16
                
                .073rd
      Qtr 2008
                .11
                
                .034th
      Qtr 2008
                .07
                
                .011
      st
      Qtr 2009
                .11
                
                
                .022
      nd
      Qtr 2009
                .075
                
                
                .023
      rd
      Qtr 2009
                .11
                
                
                .034
      th
      Qtr 2009
                .19
                
                
                .04





The
Internet provided the above information to the Company. These quotations may
reflect inter-dealer prices without retail mark-up/mark-down/commission and may
not reflect actual transactions.





As of
December 31, 2009, the Company estimates there are 42 “holders of record” of its
common stock and estimates that there are approximately 150 beneficial
shareholders of its common stock. The Company has authorized 490,000,000 shares
of common stock, par value $.001 and 10,000,000 shares of preferred stock, par
value $.001, none of which are issued and outstanding.





Item 6.
Selected Financial Data





Not
applicable.





Item 7.
Management’s Discussion and Analysis or Plan of Operation.





FORWARD-LOOKING STATEMENTS
MAY NOT PROVE ACCURATE





When used
in this Form 10-K, the words “anticipated”, “estimate”, “expect”, and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions including the
possibility that the Company will fail to generate projected revenues. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
anticipated, estimated or projected.





OVERVIEW





The
following discussion of the financial condition, changes in financial condition
and results of operations of the Company for the fiscal years ended December 31,
2009 and 2008 should be read in conjunction with the financial statements of the
Company and related notes included therein.





The
Company was incorporated on August 31, 1995 as Visioneering Corporation. On
January 12, 1996, the Company amended its Articles of Incorporation to change
its name to Asiamerica Energy Corporation, to Care Financial Corporation in
April 29, 1996 and to Trump Oil Corporation on May 15, 1997. In 1999, the
Company acquired 20/20 Web Design, Inc., a Colorado corporation wholly owned by
Crown Partners, Inc. As part of that transaction, the Company issued 8,620,000
shares of its common stock to Crown Partners with the result that Crown Partners
owned 80% of the issued and outstanding shares of the Company. The Company also
approved a ten-for-one reverse stock split as part of that
transaction.  In August, 2009, Crown Partners transferred its shares
of the Company to Crown Marketing Corporation ("Crown Marketing") in exchange
for marketing and public relation services to be provided by Crown
Marketing.








Since the
agreements described above, the Company has financed its activities through the
distribution of equity capital, including private placements of its common stock
resulting in the Company raising capital of $853,494 from 1995 to the present.
The Company used the proceeds from these offerings to fund its proposed
operations, to pay salaries, to pay general and administrative expenses and any
necessary expenses.





The
Company entered into an agreement to acquire SanitecTM Services of Hawaii, Inc.
("SSH") from its majority shareholder, Crown Partners, in November, 2003. The
Company was unable to secure the funding necessary to complete this transaction
and SSH ceased operations in May, 2005. The Company paid a non-refundable
deposit to Crown Partners of $45,520, of which $20,000 was advanced to SSH and
Crown allowed the Company to retain the remaining $25,520 to pay the Company's
obligations. The Company issued shares of its common stock in restricted form to
Crown in December 2007, which cancelled this debt.





In July,
2009, the Company received a one-time licensing fee of $250,000 which it has
utilized in funding its current operations.  The Company also
anticipates that as it proceeds with its planned advertising and marketing
services, the revenues generated will be used to finance its operations in the
short-term.  However, since this is a new venture for the Company, it
is not certain whether the revenues generated will be sufficient to sustain the
Company in the long-term.  The Company continues to search for
additional areas in which it can generate revenue so that the Company will
become profitable but there can be no guarantee that profitability will be
achieved in the near- or long-term.





The
Company’s sales and revenues are projected to continue to increase during the
future. The long term impact on the financial position and liquidity from this
growth of operation should be positive. However, during the interim development
of the web sites and marketing services may have negative impact on the
financial position of the Company





The
Company will attempt to carry out its business plan as discussed below. The
Company 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





Since
inception, the Company’s most significant change in liquidity or capital
resources or stockholders’ equity has been receipts of proceeds from offerings
of its capital stock and from a license fee.  The Company’s balance
sheet as of December 31, 2009 reflects expanded assets and reduced liabilities
from the previous year due to a significant increase in revenue over any
previous years. The increase in revenue has had a positive impact on the
Company’s liquidity; however, it may not reflect the ability of the Company to
fund itself without outside sources in the future.  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.  In the past, officers and directors of the Company have lent
or advanced monies to the Company to fund operations, there are no formal
agreements or arrangements for them to continue to do so.  As of
December 31, 2009, the Company had converted outstanding advances of $71,184 due
to Montse Zaman, an officer and director, to a three year unsecured note due on
November 19, 2012, with interest accruing at 12% per annum.








The
Company anticipates expanding its business in 2010 through the planned expansion
of the Company’s marketing and advertising services on a global
basis.  The Company hopes to begin hiring or retaining persons in
other countries to translate the Company’s websites, news releases and marketing
efforts into various foreign languages such that the Company will become an
international provider of news, public relations and press releases for its
customers.  The Company’s plans will be limited, however, by its
ability to finance such a proposed expansion of its business.  If the
revenues generated are not sufficient to finance these proposed operations, then
the Company will have to scale back its proposed operations.  The
Company’s ultimate success will be based upon whether or not there continues to
be a demand for the services that the Company anticipates providing, which is
also very dependent on the economy.  There can be no assurance that
there will be a demand for the Company’s services in the future or that the
Company will become profitable in providing these services.  As the
Company’s expands its operations, the revenues received, in addition to paying
current expenses, will also be utilized tof und its proposed global expansion
making it unlikely that the Company will be profitable in the near future, if
ever.





At
December 31, 2009, the Company had working capital of $164,392 which
consisted of current assets of approximately $257,714 and current liabilities of
$93,322. The current liabilities of the Company at December 31, 2009 are
composed primarily deferred revenue of $62,000, income tax accrual of $16,990
and accounts payable and accrued expenses of $14,332.





Cash flow
provided by operating activities during the year ending December 31, 2009 was
$243,123 compared to a negative amount of $127,394 for the same period in 2008.
This represents a positive change of $361,817. The primary factor to the
positive change include a net profit of $93,927 for the year ending December 31,
2009 compared to a net loss of $316,131 during the same period in
2008.





Cash flow
provided by financing was $3,591 for the period ending December 31, 2009
compared to $ 81,340 for the same period in 2008. The reduced level in 2009 was
due to the reduction of advances and notes payable by related parties made
compared to previous years offset by the sale of common stock totaling $25,000
in 2009.





As of
December 31, 2009, the Company had assets of $480,207 and liabilities of
$180,531.  Shareholders’ Equity as of December 31, 2009 was $299,676
compared to a shareholders’ deficit of $242,665 at December 31, 2008.
Liabilities decreased in 2009 through the reduction of debt due related parties
and decreased accounts payable.  In addition short term debt of
$97,209 was converted to long term debt maturing November 19, 2012.The Company
will attempt to carry out its plan of business as discussed above. The Company
cannot predict to what extent its lack of liquidity and capital resources will
hinder its business plan. The Company will need additional capital to fund that
proposed operation.





NEED FOR
ADDITIONAL FINANCING





The
Company’s existing capital may not be 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.








No
commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any funds will be
available to the Company to allow it to cover its expenses.





The
Company might seek to compensate providers of services by issuances of stock in
lieu of cash.





The
Company is active in its business and since inception has experienced
significant change in liquidity or capital resources or stockholders’ equity
through increased sales and business activity. The Company’s balance sheet as of
December 31, 2009 reflects assets of $480,207 and liabilities of
$189,253.  There exist no agreements or understandings with regard to
future loan agreements by or with the Officers, Directors, principals,
affiliates or shareholders of the Company.





RESULTS
OF OPERATIONS





During
the period from August 31, 1995 (inception) through December 31, 2008, the
Company engaged in limited operations and attempted to commence operations in a
number of different fields, none of which was ultimately successful or resulted
in any appreciable revenues for the Company. For the year ended December 31,
2009, the Company had revenues of $659,907 compared to $23,190 revenues for the
year ended December 31, 2008. For the year ended December 31, 2009, the Company
had operating expenses of $594,023 and net income of $93,927. For the year ended
December 31, 2008, the Company had operating expenses of $313,204 resulting in a
net loss of $316,131. The difference in expenses between the two periods
resulted from the Company's increased expenses in operations during 2009. The
net income per share was $0.00 for year ended December 31, 2009 and net loss per
share of $0.00, for the year ended December 31, 2008.





The
difference in revenues from 2008 to 2009 resulted from a modification to the
Company’s operations.  In 2008, the Company was focused on developing
and marketing its multiple monitor computer systems as well as becoming an
Internet sales site for the sale of computers and computer
components.  In 2009, the Company, while still interested in both
these sectors of business, had to refocus its efforts due to the economic
downturn, both domestically and internationally.   The Company
focused its efforts in building its website network as well as concentrating its
efforts on creating a brand for itself.  In 2009, the Company began to
provide marketing, advertising and public relations for small and medium sized
companies, through disseminating information through its network of
websites.  In addition, the Company received a one-time royalty
payment of $250,000 as revenue during the 2009 fiscal year.  The
balance of its revenues in 2009 came from its marketing, advertising and public
relations services.  The cost of revenue was $2,805 due to the Company
providing services and does not have inventory or product costs.  The
Company’s expenses in 2009 were significantly higher than 2008 due to the
expenses of compensating its contractors for its services totaling approximately
$408,000 which enabled the Company to produce the revenues for the
year.  The Company’s professional services for the year were
approximately $81,000, depreciation was approximately $25,000, computer costs
were approximately $12,000 and advertising expenses totaled
$10,187.





Item 8.
  Financial Statements.





Financial
statements are audited and included herein beginning on Exhibit 1, page 1 and
are incorporated herein by this reference.








Item 9.
     Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.





There
were no disagreements with accountants on accounting and financial disclosure
during the relevant period.





Item 9a.   Controls &
Procedures





Evaluation of Disclosure
Controls and Procedures





For
purposes of this section, the term disclosure controls and proceduresmeans controls and other procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer in the reports
that it files or submits under the Securities Exchange Act of 1934, as amended
(the “Act”) (15 U.S.C. 78a et seq.) is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required
disclosure.  It should be noted that the design of any system of
controls 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, regardless of
how remote.  As of the end of the period covered by this Annual Report, we
carried out an evaluation, under the supervision and with the participation of
our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures.  Based on this evaluation, our CEO and CFO has concluded that
the Company’s disclosure controls and procedures are not effective because of
the identification of a material weakness in our internal control over financial
reporting which is identified below, which we view as an integral part of our
disclosure controls and procedures.





Changes in Internal Controls
over Financial Reporting





We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report on Form 10-K that has
materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.





Management’s Annual Report
on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles. Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.







Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework. Based on its evaluation, our management concluded
that there is a material weakness in our internal control over financial
reporting. A material weakness is a deficiency, or a combination of control
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of the Company’s annual or
interim financial statements will not be prevented or detected on a timely
basis.





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 President does 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.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this annual
report.





The
Company’s management carried out an assessment of the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2009. The
Company’s management based its evaluation on criteria set forth in the framework
in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of theTreadway Commission. Based on that assessment, management
has concluded that the Company’s internal control over financial reporting was
not effective as of December 31, 2009





Item 9B
  Other Information





None.





Part
III





Item 10.
  Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.





Identification
of Directors and Executive Officers of the Company





The
following table sets forth the names and ages of all directors and executive
officers of the Company and all persons nominated or chosen to become a
director, indicating all positions and offices with the Company held by each
such person and the period during which they have served as a
director:








The
principal executive officers and directors of the Company are as
follows:




Name
            
            Age
            
            Positions Held and
TenureArnulfo
      Saucedo-Bardan
            
            38
            
            Chairman
      , Director since February, 2008Steven
      Onoue
            
            51
            
            Director
      since July, 2002Kenneth
      Bosket
            
            63
            
            CEO,
      Director since June 2008Montse
      Zaman
            
            35
            
            Secretary,
      Treasurer, Director since February, 2008Lowell
      Holden
            
            67
            
            CFO,
      Director since January 2010





The
Directors named above will serve until the next annual meeting of the Company’s
stockholders. Thereafter, Directors will be elected for one-year terms at the
annual stockholders’ meeting. Officers will hold their positions at the pleasure
of the Board of Directors, absent any employment agreement, of which none
currently exist or is contemplated. There is no arrangement or understanding
between the Directors and Officers of the Company and any other person pursuant
to which any Director or Officer was or is to be selected as a Director or
Officer of the Company.





There is
no family relationship between or among any Officer and Director except that
Arnulfo Saucedo-Bardan and Montse Zaman are brother and sister.





The
Directors and Officers of the Company will devote their time to the Company’s
affairs on an “as needed” basis. As a result, the actual amount of time which
each will devote to the Company’s affairs is unknown and is likely to vary
substantially from month to month.





The
Company has no audit or compensation committee.





Business
Experience. The following is a brief account of the business experience for the
past five years of the directors and executive officers, indicating their
principal occupations and employment during that period, and the names and
principal businesses of the organizations in which such occupations and
employment were carried out.





KENNETH
BOSKET. Kenneth Bosket is a director of the Company.  Mr. Bosket has
been CEO of the Company since June, 2008. Mr. Bosket retired in 2004 after 30
years with Sprint (Telecommunication Division). Mr. Bosket is co-founder of
JaHMa, a music company in Las Vegas, Nevada and a former Board Member and
President of Bridge Counseling Associates, a mental health and substance abuse
service company. His experience includes implementing appropriate procedures for
positioning his organization's goals with successful teaming relationships,
marketing and over 30 years of extensive customer service, as well as managing
various departments, and being a western division facilitator working directly
for a President of Sprint. Mr. Bosket has received numerous awards, such as the
Pinnacle Award for his exceptional service with his former employer combined
with his community service involvements. Mr. Bosket earned a Masters of Business
Administration from the University of Phoenix and a Bachelor's of Business
Administration from National University.  Mr. Bosket brings to the
Company extensive experience in managing employees as well as extensive
marketing experience which has been invaluable in helping the Company move
forward with offering its marketing and advertising services.







STEVEN
ONOUE. Mr. Onoue is a director of the Company.  Since 2009, Mr Onoue
has been self-employed as a day trader of securities.  From 2000 until
August, 2009, Mr. Onoue was an officer and director of Crown Partners, Inc., the
former majority shareholder of the Company.  As part of his duties
with Crown Partners, Mr. Onoue was formerly as vice president and manager of
SanitecTM Services of Hawaii, Inc., a wholly-owned subsidiary of Crown Partners,
Inc. engaged in medical waste treatment and disposal, from 2000 until May,
2005.  Prior to that, Mr. Onoue was the president of Cathay Atlantic
Trading Company in Honolulu, Hawaii which traded in hard commodities and acted
as consultant to many construction and renovation projects. Mr. Onoue acts as a
community liaison and legislative analyst to Rep. Suzuki of the State of Hawaii.
Mr. Onoue has been registered securities professional as well as a being
involved in real estate in Hawaii for more than 15 years.  Mr. Onoue
brings his extensive experience in the securities and business fields to the
Company.  His experience in operating businesses as well as his keen
understanding of the public securities markets for small cap companies makes him
an asset to the Company.




ARNULFO
SAUCEDO-BARDAN.   Mr. Saucedo-Bardan joined the Company in 2008
and presently is in charge of the Company’s developing the Company’s
international sales.  Mr. Saucedo-Bardan is a businessman and
developer and has been self-employed for more than five
years.   Prior to joining the Company, in 2005, Mr.
Saucedo-Bardan owned and operated a small restaurant in Mexico which he closed
in December, 2007.   Mr. Saucdo-Bardan has a Bachelor’s Degree in
Engineering from the Instituto Tecnologico De La Laguna in
Mexico.  Mr. Saucedo-Bardan is the brother of Montse
Zaman.  Mr. Saucedo-Bardan’s engineering experience has provided the
Company with a great deal of assistance in developing and maintaining the
Company’s numerous websites as well as assisting in the constant monitoring and
updating of these websites.




MONTSE
ZAMAN.  Montse Zaman is the secretary and treasurer for the Company.
She worked for Zaman & Company, a private business consulting firm, as an
administrative assistant from 2003 until the end of 2008 when she joined the
Company. Ms. Zaman has extensive organizational experience and is involved in
handling the day-to-day administrative operations of the Company.  Ms.
Zaman has an extensive background in journalism and has a degree in
Communications from Instituto Superior De Ciencia Y Technologia A.C. in
Mexico.  Mrs. Zaman possesses strong administrative credentials which
have proven invaluable in handling the daily operations of the Company and
reporting and working directly with the Company’s CFO in ensuring that all
financial transactions are accurately and properly reported.




LOWELL
HOLDEN.  Lowell Holden is CFO and Chief Accounting Officer of the
Company as well as a director.  Since 1983, Mr. Holden has owned and
operating his own consulting firm, LS Enterprises, Inc., which provides business
consulting, accounting and other services to businesses.  Mr. Holden
has a broad range of business experience including managing, securing financing,
structuring of transactions, and is experienced and knowledgeable in managing
relationships with customers, financing institutions and stockholders. Mr.
Holden also has a background in assisting companies in fulfilling their
financial auditing and SEC reporting requirements. Mr. Lowell Holden has a
Bachelor's of Science degree from Iowa State University.





CONFLICTS OF
INTEREST





The
Officers and Directors of the Company will devote only a small portion of their
time to the affairs of the Company, estimated to be no more than approximately
15 hours per month. There will be occasions when the time requirements of the
Company’s business conflict with the demands of their other business and
investment activities. Such conflicts may require that the Company attempt to
employ additional personnel. There is no assurance that the services of such
persons will be available or that they can be obtained upon terms favorable to
the Company.








There is
no procedure in place which would allow the Officers and Directors to resolve
potential conflicts in an arms-length fashion. Accordingly, they will be
required to use their discretion to resolve them in a manner which they consider
appropriate.





The
Company’s Officers and Directors may actively negotiate or otherwise consent to
the purchase of a portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition transaction. It is anticipated
that a substantial premium over the initial cost of such shares may be paid by
the purchaser in conjunction with any sale of shares by the Company’s Officers
and Directors which is made as a condition to, or in connection with, a proposed
merger or acquisition transaction. The fact that a substantial premium may be
paid to the Company’s Officers and Directors to acquire their shares creates a
potential conflict of interest for them in satisfying their fiduciary duties to
the Company and its other shareholders. Even though such a sale could result in
a substantial profit to them, they would be legally required to make the
decision based upon the best interests of the Company and the Company’s other
shareholders, rather than their own personal pecuniary benefit.





The
Company previously adopted a Code of Ethics in 2004.  The Company has
revised the Code of Ethics and is adopting a new Code of Ethics which applies to
its directors as well as to its officers including its principal executive
officer, principal financial officer, and principal accounting officer. A copy
of the Code of Ethics is attached as an Exhibit to this Report and is also
available on the Company’s website, www.crownequityholdings.com.  A
copy of the Code of Ethics is also available at no charge to anyone who may send
a request in writing to the Company, addressed to its CEO, at 5440 West Sahara
Avenue, Suite 205, Las Vegas, NV 89146.





Identification
of Certain Significant Employees. The Company does not employ any persons who
make or are expected to make significant contributions to the business of the
Company.





Item 11.
  Executive Compensation.





During
fiscal 2009 the Company paid its officers and directors an aggregate of $61,750
plus issued 2,270,000 shares of common stock worth $227,000 for an aggregate
value of $ 288,750 for their services.





The
following table sets for the compensation for all officers and directors during
the past three years:









Summary
Compensation Table





Annual
      compensation
                                                                            
                                                                            
                                                                            Long-term
      compensationAwards
                                                                            
                                                                            
                                                                            PayoutsName
                                                                              and
                                                                              Principal
                                                                              Position
                                                                            
                                                                            Year
                                                                            
                                                                            
                                                                            Salary
                                                                              ($)
                                                                            
                                                                            
                                                                            Bonus
                                                                              ($)
                                                                            
                                                                            
                                                                            Other
                                                                              annual
                                                                              compen
                                                                              -sation
                                                                              ($)
                                                                            
                                                                            
                                                                            Restricted
                                                                              stock
                                                                              award(s)
                                                                              ($)
                                                                            
                                                                            
                                                                            Securities
                                                                              under-
                                                                              lying
                                                                              options/
                                                                              SARs
                                                                              (#)
                                                                            
                                                                            
                                                                            LTIP
                                                                              payouts
                                                                              ($)
                                                                            
                                                                            
                                                                            All
      other
                                                                              compen-
                                                                              sation
                                                                              ($)(1)Kenneth
                                                                              Bosket,
      CEO, Director
                                                                            
                                                                            
                                                                            2009
                                                                              2008
                                                                              2007
                                                                            
                                                                            
                                                                            
                                                                            19,500
      12,000
                                                                              —
                                                                            (1)
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            17,600
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            37,100
      12,000Arnulfo
      Saucedo-Bardan, Chairman, Director
                                                                            
                                                                            
                                                                            2009
                                                                              2008
                                                                              2007
                                                                            
                                                                            
                                                                            
                                                                            21,800
      3,000
                                                                              -
                                                                            (2)
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            41,400
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            63,200
      3,000
                                                                              -Montse
      Zaman, Secretary, Treasurer, Director
                                                                            
                                                                            
                                                                            2009
                                                                              2008
                                                                              2007
                                                                            
                                                                            
                                                                            
                                                                            20,450
      20,700
                                                                              12,000
                                                                            (3)
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            87,550
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            108,000
      20,700-
      12,000Steven
      Onoue
                                                                              Director
                                                                            
                                                                            
                                                                            2009
                                                                              2008
                                                                              2007
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            10,000
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            10,000
                                                                              -
                                                                              -Lowell
      Holden
                                                                              CFO,
      Director
                                                                            
                                                                            
                                                                            2009
                                                                              2008
                                                                              2007
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                              -
                                                                              -





(1)
            Mr.
      Bosket received $9,000 in cash and $ 3,000 in accrued
      compensation


(2)
            Mr.
      Saucedo-Bardan received $3,000 in accrued
  compensation


(3)
            Ms.
      Zaman received $3,700 in cash and $17,000 in accrued
      compensation


Directors
are entitled to reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meeting of the Board of
Directors.





The
Company has no material bonus or profit-sharing plans pursuant to which cash or
non-cash compensation is or may be paid to the Company’s directors or executive
officers.





The
Company has no compensatory plan or arrangements, including payments to be
received from the Company, with respect to any executive officer or director,
where such plan or arrangement would result in any compensation or remuneration
being paid resulting from the resignation, retirement or any other termination
of such executive officer’s employment or from a change-in-control of the
Company or a change in such executive officer’s responsibilities following a
change-in-control and the amount, including all periodic payments or
installments where the value of such compensation or remuneration exceeds
$100,000 per executive officer.







During
the last completed fiscal year, no funds were set aside or accrued by the
Company to provide pension, retirement or similar benefits for Directors or
Executive Officers.





The
Company has no written employment agreements.





In
December, 2007, the Company adopted the Crown Equity Holdings, Inc. Consultants
and Employees Stock Plan for 2007. Under the Plan, 10,000,000 shares are
reserved for issuance to employees, officers, directors, advisors and
consultants. As of December 31, 2009, 3,371,000 shares had been issued under the
Plan.





Termination of Employment and Change
of Control Arrangement. Except as noted herein, the Company has no
compensatory plan or arrangements, including payments to be received from the
Company, with respect to any individual named above from the latest or next
preceding fiscal year, if such plan or arrangement results or will result from
the resignation, retirement or any other termination of such individual’s
employment with the Company, or from a change in control of the Company or a
change in the individual’s responsibilities following a change in
control.





Section 16(a) Beneficial Ownership
Reporting Compliance. During the year ended December 31, 2009, the
following persons were officers, directors and more than ten-percent
shareholders of the Company’s common stock:





Name
            
            Position
            
            Filed ReportsSteven
      Onoue
            
            Director
            
            YesKenneth
      Bosket
            
            Officer,
      Director
            
            YesArnulfo
      Saucedo-Bardan
            
            Officer,
      Director
            
            YesMontse
      Zaman
            
            Officer,
      Director
            
            YesLowell
      Holden
            
            Officer,
      Director
            
            YesCrown
      Marketing
            
            Shareholder
            
            Yes




Item 12.
  Security Ownership of Certain Beneficial Owners and
Management.





There
were 72,880,632 shares of the Company' common stock issued and outstanding on
December 31, 2009. There are 10,000,000 shares of preferred stock, par value
$.001, authorized but none issued. The following tabulates holdings of shares of
the Company by each person who, subject to the above, at the date of this
Report, holds or record or is known by Management to own beneficially more than
five percent (5%) of the Common Shares of the Company and, in addition, by all
directors and officers of the Company individually and as a
group.








Names and Addresses
                                                  
                                                  Number of
                                                    Shares
                                                    Owned
                                                    Beneficially
                                                  
                                                  Percent of
                                                    Beneficially
                                                    Owned
                                                    SharesSteven
      Onoue (1)
                                                  
                                                  350,000
                                                  
                                                  
                                                  0.48
                                                  %5440
      Sahara, Suite 205Las
      Vegas, NV 89146Kenneth
      Bosket (1)
                                                  
                                                  510,002
                                                  
                                                  
                                                  0.7
                                                  %5440
      Sahara, Suite 205Las
      Vegas, NV 89146Arnulfo
      Saucedo-Bardan (1)
                                                  
                                                  680,000
                                                  
                                                  
                                                  0.93
                                                  %5440
      Sahara, Suite 205Las
      Vegas, NV 89146Montse
      Zaman (1)
                                                  
                                                  1,082,000
                                                  
                                                  
                                                  1.48
                                                  %5440
      Sahara, Suite 205Las
      Vegas, NV 89146Lowell
      Holden(1)
                                                  
                                                  156,000
                                                  
                                                  
                                                  .22
                                                  %5440
      Sahara, Suite 205Las
      Vegas, NV 89146Crown
      Marketing Corporation
                                                  
                                                  44,079,410
                                                  
                                                  
                                                  60.48Mina
      #222 Sur, Gomez PalacioDurango
      Mexico CP 35000Aida
      Bardan Gloria(2)
                                                  
                                                  44,079,410
                                                  
                                                  
                                                  60.48Mina
      #222 Sur, Gomez PalacioDurango
      Mexico CP 35000All
      directors and officers as a group (5)
                                                  
                                                  2,778,002
                                                  
                                                  
                                                  3.81
                                                  %





(1)
Denotes officer or director.





(2) Mrs.
Bardan Gloria is the sole shareholder of Crown Marketing Corp.  She is
the mother of Montse Zaman and Arnulfo Saucedo-Bardan.  Both Ms. Zaman
and Mr. Saucedo-Bardan disclaim any beneficial interest in the shares owned by
Crown Marketing.





Change in
Control. There are no arrangements known to the Company, including any pledge by
any person of securities of the Company, the operation of which may at a
subsequent date result in a change of control of the Company.


Equity
Compensation Plan Information





Plan
      Category
                            
                            Number
      of securities
                              to
      be issued upon
                              exercise
      of
                              outstanding
      options,
                              warrants
      and rights
                            
                            
                            Weighted-average
                              exercise
      price of
                              outstanding
      options,
                              warrants
      and rights
                            
                            
                            Number
      of securities
                              remaining
      available
                              for
      future issuance
                              under
      equity
                              compensation
      plans
                              (excluding
      securities
                              reflected
      in column
                              (a))(a)
                            
                            
                            (b)
                            
                            
                            (c)Equity
      compensation
                              plans
      approved by
                              security
      holders
                            
                            
                            0
                            
                            
                            
                            n/a
                            
                            
                            
                            6,629,000Equity
      compensation
                              plans
      not approved by
                              security
      holders
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            0Total
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            6,629,000










The
Company utilizes the shares available under the Plan described above to issue
shares of stock as compensation to employees, consultants and officers and
directors.  At the end of each quarter, the Board of Directors of the
Company determines the amount of shares to be issued pursuant to the
Plan.





Item 13.
  Certain Relationships and Related Transactions.




In 2009,
the Company paid the following related parties:


·
            Ken
      Bosket, CEO and director, $19,500 cash and 410,000 shares of restricted
      stock for a total value of $37,100


·
            Arnulfo
      Saucedo-Bardan, director and employee, $21,800 cash and 680,000 shares of
      restricted stock for a total value of
$63,200.


·
            Montse
      Zaman, officer and director, $20,450 cash and 1,080,000 shares of
      restricted stock for a total value of
$108,000


·
            Steven
      Onoue, director, 100,000 shares of restricted stock for a total value of
      $10,000





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 or $28,800
due in 2010. The landlord is Ms. Zaman’s husband.





Crown
Equity shared office space at a cost of $845 per month with its majority
shareholder, Crown Partners, Inc. Crown Equity entered into this lease in August
2007 and it expired in July 2008. Since the expiration of the lease and through
December 31, 2009, Crown Equity office space was provided by one of the
officers.





On
September 29, 2009 Crown Marketing, Inc. acquired from TaxMasters, Inc. a
majority of the outstanding shares of Crown Equity. As part of this transaction
effective August 4, 2009, 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 Marketing Corp. is owned by the mother of Ms. Zaman
and Mr. Saucedo-Bardan, directors of the Company.





During
December 2008, Crown Equity’s then-Chief Financial Officer Montse Zaman advanced
the company $24,335 in notes payable. As of December 31, 2009 and 2008, $0 and
$51,210 were outstanding.





As of
December 31, 2008, amounts were due to Crown Partners of $55,897 and Montse
Zaman, Chief Financial Officer, of $18,822. During 2009, $10,000 was paid, and
as of December 31, 2009, the amount outstanding was zero.





On
November 20, 2009, the Company converted accounts payable and advances from
Montse Zaman, a related party, of $71,184 to a three year unsecured note
maturing on November 19, 2012. 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 can
be converted into common shares of the company at the holder’s option at a to be
determined in the future conversion price.  Amounts outstanding under
this agreement subsequent to April 1, 2008 accrued interest at 18% per annum. On
November 20, 2009, the note including principal and interest totaling $16,024
was converted to a long term note due November 19, 2012 with principal and
interest due at maturity.  If the principal and interest are not paid
by maturity, the interest rate accelerates to 18% per annum.





Of the
Company’s five directors, only Messrs. Holden and Onoue may be considered
“independent” directors as they are the only directors which are not also
employed by the Company and/or work out of the Company’s headquarters in Las
Vegas, Nevada.  The Company has no committees and therefore has no
independent directors serving on committees





Item 14.
Principal Accounting Fees and Services





The
following table presents for each of the last two fiscal years the aggregate
fees billed in connection with the audits of our financial statements and other
professional services rendered by our independent registered public accounting
firm MaloneBailey, LLP, Certified Public Accountants and
Consultants.





2009
                    
                    
                    2008Audit
      fees
                    
                    $
                    13,828
                    
                    
                    $
                    12,223Audit
      related fees
                    
                    
                    0
                    
                    
                    
                    0Tax
      fees
                    
                    
                    6,000
                    
                    
                    
                    0All
      other fees
                    
                    
                    0
                    
                    
                    
                    0





Audit
fees represent the professional services rendered for the audit of our annual
financial statements and the review of our financial statements included in
quarterly reports, along with services normally provided by the accounting firm
in connection with statutory and regulatory filings or
engagements.  Audit-related fees represent professional services
rendered for assurance and related services by the accounting firm that are
reasonably related to the performance of the audit or review of our financial
statements that are not reported under audit fees.





Tax fees
represent professional services rendered by the accounting firm for tax
compliance, tax advice, and tax planning.  All other fees represent
fees billed for products and services provided by the accounting firm, other
than the services reported for in the other categories.





Item
13. Exhibits and Reports on Form 8-K.





On
October 1, 2009 an 8-K was filed reporting the change of control of the Company
from Crown Partners, Inc. to Crown Marketing, Inc.








(a)
            Financial
      Statements and Schedules





The
following financial statements and schedules are filed as part of this
report:





Report
      of Independent Registered Public Accounting Firm
              
              
              F-1Balance
      Sheets as of December 31, 2009 and 2008
              
              
              F-2Statements
      of Operations for the Years Ended December 31, 2009 and
    2008
              
              
              F-3Statement
      of Stockholders’ Equity for the Years Ended December 31, 2009 and
      2008
              
              
              F-4Statements
      of Cash Flows for the Years Ended December 31, 2009 and
    2008
              
              
              F-5Notes
      to Financial Statements
              
              
              F-6




EXHIBITS
FILED WITH THIS REPORT





Exhibits
required by Item 601 of Regulation S-K.  The following exhibits are
filed as a part of, or incorporated by reference into, this Report.





ExhibitNumber
            
            Description3(i)
            
            Amended
      and Restated Articles of Incorporation3(ii)
            
            Bylaws10(5)
            
            License
      Agreement with Velvet International10(6)*
            
            Stock
      Purchase Agreement by and between TaxMasters, Inc. and Crown Marketing
      Corp.14
            
            Code
      of Business Conduct and Ethics31.1*
            
            Certifications
      Required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as
      amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1*
            
            Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002


*    Exhibit
filed herewith





(b) There
was one report on Form 8-K during the fourth quarter of the Company’s fiscal
year ended December 31, 2009.










SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) 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, in the City of Las Vegas, State of
Nevada, on January 31, 2011.





CROWN
      EQUITY HOLDINGS, INC.By:/s/
      Kenneth BosketKenneth
      Bosket, Chief Executive Officer





Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on
January 31, 2011.




Signature
            Title/s/
      Arnulfo Saucedo-Bardan
            Chairman,
      DirectorArnulfo
      Saucedo-Bardan/s/
      Kenneth Bosket
            Director,
      Chief Executive OfficerKenneth
      Bosket/s/
      Steven Onoue
            DirectorSteven
      Onoue/s/
      Montse Zaman
            Director,
      Secretary, TreasurerMontse
      Zaman/s/
      Lowell Holden
            Director,
      Chief Financial Officer (Principal FinancialLowell
      Holden
            Officer),
      Principal Accounting Officer







REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


Crown
Equity Holdings Inc.


Las
Vegas, Nevada





We have
audited the accompanying balance sheets of Crown Equity Holdings Inc. (“the
Company”) as of December 31, 2009 and 2008, and the related statements of
operations, shareholders’ equity (deficit), and cash flows for the years then
ended. These financial statements are the responsibility of Crown Equity
Holdings Inc.'s management. Our responsibility is to express an opinion on these
financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Crown Equity Holdings Inc. as of
December 31, 2009 and 2008 and the results of operations and cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.





The
accompanying financial statements have been prepared assuming that Crown Equity
Holdings Inc. will continue as a going concern. As discussed in Note 2 to the
financial statements, Crown Equity Holdings Inc. has historically suffered
losses from operations which raise substantial doubt about its ability to
continue as a going concern. Management’s plans regarding those matters also are
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.




/s/
MaloneBailey, LLP


www.malonebailey.com


Houston,
Texas


March 8,
2010





F-1


CROWN
EQUITY HOLDINGS, INC.


BALANCE
SHEETS





December 31, 2009
                            
                            
                            December 31,
      2008ASSETSCurrent
      assetsCash
      and cash equivalents
                            
                            $
                            249,612
                            
                            
                            $
                            2,898Prepaid
      Expenses
                            
                            
                            8,102
                            
                            
                            
                            —Total
      current assets
                            
                            
                            257,714
                            
                            
                            
                            2,898Fixed
      assetsEquipment,
      net of accumulated depreciation
                            
                            
                            17,993
                            
                            
                            
                            43,373Restricted
      securities
                            
                            
                            204,500
                            
                            
                            
                            —Total
      Assets
                            
                            $
                            480,207
                            
                            
                            $
                            46,271LIABILITIES
      AND STOCKHOLDERS’ EQUITY(DEFICIT)Current
      liabilitiesAccounts
      payable and accrued expenses
                            
                            $
                            14,332
                            
                            
                            $
                            40,393Accounts
      payable - related party
                            
                            
                            —
                            
                            
                            
                            74,718Salaries
      payable
                            
                            
                            —
                            
                            
                            
                            23,000Advances
      from related party
                            
                            
                            —
                            
                            
                            
                            85,915Note
      payable - related party
                            
                            
                            
                            
                            
                            
                            51,210Notes
      payable
                            
                            
                            —
                            
                            
                            
                            13,700Tax
      payable
                            
                            
                            16,990
                            
                            
                            
                            —Deferred
      revenue
                            
                            
                            62,000
                            
                            
                            
                            —Total
      current liabilities
                            
                            
                            93,322
                            
                            
                            
                            288,936Long
      term liabilitiesNotes
      payable – related parties
                            
                            
                            87,209
                            
                            
                            
                            —Total
      liabilities
                            
                            
                            180,531
                            
                            
                            
                            288,936STOCKHOLDERS’
      EQUITY(DEFICIT)Preferred
      stock, $001 par value, 10,000,000 authorized, none issuedCommon
      stock, $.001 par value, 490,000,000 shares authorized,72,880,632
      and 69,199,632 shares issued and outstanding, respectively
                            
                            
                            72,881
                            
                            
                            
                            69,200Additional-paid-in-capital
                            
                            
                            6,475,637
                            
                            
                            
                            6,030,904Accumulated
      deficit
                            
                            
                            (6,248,842
                            )
                            
                            
                            (6,342,769
                            )Total
      stockholders’ equity(deficit)
                            
                            
                            299,676
                            
                            
                            
                            (242,665
                            )Total
      Liabilities and Stockholders’ Equity(Deficit)
                            
                            $
                            480,207
                            
                            
                            $
                            46,271





See
summary of significant accounting policies and notes to financial
statements.


F-2


CROWN
EQUITY HOLDINGS, INC.


STATEMENT
OF OPERATIONS


Years
Ended December 31, 2009 and 2008




2009
                              
                              
                              2008Revenues
                              
                              $
                              659,907
                              
                              
                              $
                              23,190Cost
      of revenues
                              
                              
                              2,805
                              
                              
                              
                              17,341Operating
      expenses:General
      and administrative
                              
                              
                              568,643
                              
                              
                              
                              293,675Depreciation
                              
                              
                              25,380
                              
                              
                              
                              25,380Operating
      income(loss)
                              
                              
                              63,079
                              
                              
                              
                              (313,204
                              )Other
      incomeGain on debt forgiveness
                              
                              
                              16,083
                              
                              
                              
                              —Interest income
                              
                              
                              225
                              
                              
                              
                              —Realized gain(loss)
                              
                              
                              9,515
                              
                              
                              
                              —Unrealized gain(loss)
                              
                              
                              26,387
                              
                              
                              
                              —Total
      other income
                              
                              
                              52,210
                              
                              
                              
                              —Other
      expenses:Interest
      expense
                              
                              
                              (3,015
                              )
                              
                              
                              (2,927
                              )Other expense
                              
                              
                              (1,357
                              )
                              
                              
                              —Total
      other expense
                              
                              
                              (4,372
                              )
                              
                              
                              (2,927
                              )Total
      other income(expense)
                              
                              
                              (47,838
                              )
                              
                              
                              (2,927
                              )Net
      income(loss) before taxes
                              
                              $
                              110,917
                              
                              
                              $
                              (316,131
                              )Tax
                              
                              $
                              16,990
                              
                              
                              
                              —Net
      income (loss)
                              
                              $
                              93,927
                              
                              
                              $
                              (316,131
                              )Net
      income(loss) per share:Net
      income(loss) basic and diluted
                              
                              $
                              0.00
                              
                              
                              $
                              (0.00
                              )Weighted
      average shares outstanding:Basic
      and diluted
                              
                              
                              71,881,265
                              
                              
                              
                              68,793,729





See
summary of significant accounting policies and notes to financial
statements.


F-3


CROWN
EQUITY HOLDINGS, INC.


STATEMENT
OF STOCKHOLDER’S EQUITY


Years
Ended December 31, 2009 and 2008





AdditionalCommon Shares
                                
                                
                                Paid In
                                
                                
                                AccumulatedShares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                Deficit
                                
                                
                                TotalBalance,
      December 31,2007
                                
                                
                                68,572,984
                                
                                
                                $
                                68,573
                                
                                
                                $
                                5,922,397
                                
                                
                                $
                                (6,026,638
                                )
                                
                                $
                                (35,668
                                )Issuance
      of common stock for accounts payable
                                
                                
                                100,000
                                
                                
                                
                                100
                                
                                
                                
                                14,900
                                
                                
                                
                                
                                
                                
                                
                                15,000Issuance
      of common stock for services
                                
                                
                                836,668
                                
                                
                                
                                837
                                
                                
                                
                                93,297
                                
                                
                                
                                
                                
                                
                                
                                94,134Cancellation
      of common stock
                                
                                
                                (310,020
                                )
                                
                                
                                (310
                                )
                                
                                
                                310
                                
                                
                                
                                
                                
                                
                                
                                —Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (316,131
                                )
                                
                                
                                (316,131
                                )Balance,
      December 31, 2008
                                
                                
                                69,199,632
                                
                                
                                $
                                69,200
                                
                                
                                $
                                6,030,904
                                
                                
                                $
                                (6,342,769
                                )
                                
                                $
                                (242,665
                                )Issuance
      of common stock for cash
                                
                                
                                250,000
                                
                                
                                
                                250
                                
                                
                                
                                24,750
                                
                                
                                
                                
                                
                                
                                
                                25,000Issuance
      of common stock for accounts payable
                                
                                
                                60,000
                                
                                
                                
                                60
                                
                                
                                
                                5,940
                                
                                
                                
                                
                                
                                
                                
                                6,000Issuance
      of common stock for service
                                
                                
                                896,000
                                
                                
                                
                                896
                                
                                
                                
                                72,024
                                
                                
                                
                                
                                
                                
                                
                                72,920issuance
      of common stock for service to related parties
                                
                                
                                2,475,000
                                
                                
                                
                                2,475
                                
                                
                                
                                235,955
                                
                                
                                
                                
                                
                                
                                
                                238,430Debt
      forgiveness related party
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                106,064
                                
                                
                                
                                
                                
                                
                                
                                106,064Net
      income
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                93,927
                                
                                
                                
                                93,927Balance
      , December 31, 2009
                                
                                
                                72,880,632
                                
                                
                                
                                72,881
                                
                                
                                
                                6,457,637
                                
                                
                                
                                (6,248,842
                                )
                                
                                
                                299,676


See
summary of significant accounting policies and notes to financial
statements


F-4





CROWN
EQUITY HOLDINGS, INC.


STATEMENT
OF CASH FLOWS


Years
Ended December 31, 2009 and 2008





2009
                  
                  
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income(loss)
                  
                  $
                  93,927
                  
                  
                  $
                  (316,131
                  )Adjustments
      to reconcile net loss to cash usedin
      operating activities:Depreciation
      expense
                  
                  
                  25,380
                  
                  
                  
                  25,380Common
      stock issued for services
                  
                  
                  311,350
                  
                  
                  
                  94,135Unrealized
      (gain)/loss on securities
                  
                  
                  (26,387
                  )
                  
                  
                  —Realized
      (gain)/loss on securities
                  
                  
                  (9,515
                  )
                  
                  
                  —Net
      Change in:Accounts
      receivable
                  
                  
                  —
                  
                  
                  
                  14,004Accounts
      payable and accrued expenses
                  
                  
                  (16,736
                  )
                  
                  
                  22,357Accounts
      payable and accrued expense- related party
                  
                  
                  (14,187
                  )
                  
                  
                  32,861Prepaid
      expenses
                  
                  
                  (8,102
                  )
                  
                  
                  —Restricted
      Securities
                  
                  
                  (106,597
                  )
                  
                  
                  —Income
      Tax Payable
                  
                  
                  16,990
                  
                  
                  
                  —Accrued
      salaries
                  
                  
                  (23,000
                  )
                  
                  
                  —TOTAL
      CASH FLOWS PROVIDED IN OPERATING ACTIVITIES
                  
                  
                  243,123
                  
                  
                  
                  (127,394
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances-
      related party
                  
                  
                  (10,409
                  )
                  
                  
                  66,005Note
      payable payments to - related party
                  
                  
                  (10,000
                  )
                  
                  
                  14,335(Payments
      on) note payable
                  
                  
                  (1,000
                  )
                  
                  
                  1,000Proceeds
      for sale of stock
                  
                  
                  25,000
                  
                  
                  
                  —TOTAL
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  3,591
                  
                  
                  
                  81,340Net
      Increase (Decrease) in Cash
                  
                  
                  246,714
                  
                  
                  
                  (46,054
                  )Cash,
      beginning of period
                  
                  
                  2,898
                  
                  
                  
                  48,952Cash,
      end of period
                  
                  $
                  249,612
                  
                  
                  $
                  2,898SUPPLEMENTAL
      DISCLOSURES:Cash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      paid for income taxes
                  
                  
                  -
                  
                  
                  
                  -NONCASH
      TRANSACTIONS:Common
      stock issued for stock payable
                  
                  $
                  —
                  
                  
                  $
                  15,000Securities
      received for deferred revenue
                  
                  
                  62,000
                  
                  
                  
                  —Stock
      for accounts payable and accrued liabilities
                  
                  
                  6,000
                  
                  
                  
                  —Related
      party liabilities converted to long term debt-related
party
                  
                  
                  97,209
                  
                  
                  
                  —





See
summary of significant accounting policies and notes to financial
statements.


F-5


CROWN EQUITY HOLDINGS,
INC.


NOTES TO
FINANCIAL STATEMENTS





NOTE 1 –
NATURE OF BUSINESS AND SUMMARY OF ACCOUNTING POLICIES





Nature of
Business





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.





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





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could differ from
those estimates.





Cash and
Cash Equivalents





Crown
Equity considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.





Stock
Based Compensation





The
company adopted the provisions of ASC 718 requiring employee equity awards to be
accounted for under the fair value method. Accordingly, share-based compensation
is measured at grant date, based on the fair value of the award and is
recognized as expense over the requisite employee service period. The Company
estimates the fair value of share-based payments using the Black-Scholes
option-pricing model for common stock options and the closing price of the
company’s common stock for common share issuances.





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 service or meeting other specified performance
conditions.


F-6





Services
are normally completed as described on the sales invoice issued for the service
provided. In most cases the services is a one-time completion and recognized
when the service is completed. I a service is provided over a time period that
exceeds 30 days the revenue is recognized on a monthly basis at the end of the
month in which it is completed.





Contract
revenues include royalties under license. 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. T he 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.
During the year ended December 31, 2009 the Company received equity securities
valued at $216,685 for payment of services to the Company.





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





Marketable
Securities





In
accordance with Accounting Standards Codification 825 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 upfront 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 in the third quarter and elected the fair value option
for all their marketable securities. Securities classified as long term or are
not freely marketable are classified as restricted securities.





Management
has elected the fair value option as management believes it best reflects the
true market value of the securities at the date of valuation.





The
Company reports the change in value of the securities as realized or unrealized
gains or losses on a quarterly basis.  The gain or loss is calculated
as the difference between the acquiring value and the closing market value at
the end of the reporting period. As of December 31, 2009 the Company reported
realized gains of $9,515 and unrealized gains of $26,387.


F-7





Property
and equipment





Property
and equipment are carried at the cost of acquisition or construction and
depreciated over the estimated useful lives of the assets. Costs associated with
repair and maintenance are expensed as incurred. Costs associated with
improvements which extend the life, increase the capacity or improve the
efficiency of our property and equipment are capitalized and depreciated over
the remaining life of the related asset. Gains and losses on dispositions of
equipment are reflected in operations. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets, which are 3
to 5 years.





Impairment
of long-lived assets





The
Company reviews the carrying value of its long-lived assets annually or whenever
events or changes in circumstances indicate that the historical-cost carrying
value of an asset may no longer be appropriate. The Company assesses
recoverability of the asset by comparing the undiscounted future net cash flows
expected to result from the asset to its carrying value. If the carrying value
exceeds the undiscounted future net cash flows of the asset, an impairment loss
is measured and recognized. An impairment loss is measured as the difference
between the net book value and the fair value of the long-lived asset. Fair
value is estimated based upon either discounted cash flow analysis or estimated
salvage value. No impairment charge was recorded in 2009 or 2008.





Basic and
diluted net income (loss) per share





Basic and
diluted net income (loss) per share calculations are calculated on the basis of
the weighted average number of common shares outstanding during the year. They
include the dilutive effect of common stock equivalents in years with net
income. Basic and diluted net income (loss) per share are the same due to the
absence of common stock equivalents.





Income
Taxes





Crown
Equity recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax basis of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. Crown Equity provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.





Fair
Value of Financial Instruments





The
Company's financial instruments consist of cash, marketable securities and debt.
The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these consolidated financial
statements.





Crown
Equity does not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on their financial position, results
of operations or cash flows.





NOTE 2 -
GOING CONCERN





As shown
in the accompanying financial statements, Crown Equity has an accumulated
deficit of December 31, 2009. Crown Equity had an increase in equity of $542,341
from the prior year. Although the equity increased substantially in year 2009
compared to year 2008 the Company has had an accumulated deficit and losses for
numerous years prior to 2009.   Unless profitability and increase
in shareholders equity continues, these conditions raises 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.


F-8




Crown
Equity continues to review its expense structure reviewing costs and their
reduction to move towards profitability. The Company’s expenses are planned to
decrease as a percent of revenue resulting in profitability and increased
shareholder’s equity.





NOTE 3 –
PROPERTY AND EQUIPMENT





Property
and equipment consisted of the following at December 31, 2009:


2009
                  
                  
                  2008Computer
      equipment
                  
                  $
                  76,134
                  
                  
                  
                  76,134Less:
      accumulation depreciation
                  
                  
                  (58,141
                  )
                  
                  
                  (32,761
                  )Net
      property and equipment
                  
                  $
                  17,993
                  
                  
                  
                  43,373





Depreciation
expense totaled $25,380 and $25,380 for the years ended December 31, 2009
and 2008.





NOTE 4 –
INCOME TAXES


The
Company follows Accounting Standards Codification 740, Accounting for Income
Taxes. During 2009 there was a change in control of the Company.


Under
section 382 of the Internal Revenue Code such a change in control negates much
of the tax loss carry forward and deferred income tax. Deferred income taxes
reflect the net tax effects of (a) temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for income tax reporting purposes, and (b) net operating loss carry
forwards. For federal income tax purposes, the Company uses the accrual basis of
accounting, the same that is used for financial reporting purposes.


The
following schedule provides a reconciliation of the statutory income tax rate in
effect as of December 31, 2009, to the effective rate as presented in the
financial statements:





Description
                        
                        2009Tax
      provision at statutory rates
                        
                        $
                        20,948Unrealized
      gain on securities (temporary difference)
                        
                        
                        (3,958
                        )–Total
      income tax provision
                        
                        $
                        16,990





The
Company had net income of $93,927 for the year ending December 31, 2009. Based
on the unknown amount of NOL that may be applied to earnings no provision was
made for the NOL and a tax liability of $16,990 has been accrued.





NOTE 5 –
COMMON STOCK





In
December, 2007, the Company adopted the Crown Equity Holdings, Inc. Consultants
and Employees Stock Plan for 2007. Under the Plan, 10,000,000 shares are
reserved for issuance to employees, officers, directors, advisors and
consultants.


F-9





The
Company values the stock issued for services to non employees based on the
closing price of the stock issued upon completion of the requisite service
period. The value is expensed upon completion of the services. As of December
31, 2009, 3,371,000 shares had been issued under the Plan.





In 2008
the Company issued 836,668 shares of common stock valued at $94,134 for
services, 100,000 shares of common stock valued at $15,000 for accounts payable
and cancelled 310,020 shares of common stock valued at par or $310.





In 2009
the Company issued 250,000 shares of common stock valued at $25,000 for cash,
60,000 shares of common stock valued at $6,000 for accounts payable and
3,371,000 shares of common stock valued at $311,350 for services.





NOTE 6 -
RELATED PARTY TRANSACTIONS





Crown
Equity shared office space at a cost of $845 per month with its majority
shareholder, Crown Partners, Inc. Crown Equity entered into this lease in August
2007 and it expired in July 2008. Since the expiration of the lease and through
December 31, 2009, Crown Equity office space was provided by one of the
officers.





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 or $28,800
due in 2010. The landlord is related to one of the officers of the
Company.





In the
year ending December 31, 2009 the Company paid four related parties $61,750 and
issued $227,000 of restricted stock to the same parties for
services.  In 2008, $13,450 was paid and $23,000 was accrued for
services to two related party consultants. The related parties provide a variety
of services including accounting, managerial, writing and  web content
production.





On
September 29, 2009 Crown Marketing, Inc acquired from TaxMasters, Inc a majority
of the outstanding shares of Crown Equity. As part of this transaction effective
August 4, 2009, 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.





During
December 2008, Crown Equity’s Chief Financial Officer advanced the company
$24,335 in notes payable. As of December 31, 2009 and 2008, $0 and $51,210 were
outstanding.





As of
December 31, 2008, amounts were due to Crown Partners of $55,897 and Montse
Zaman, Chief Financial Officer, of $18,822. During 2009, $10,000 was paid, and
as of December 31, 2009, the amount outstanding was zero.





On
November 20, 2009, the Company converted accounts payable and advances from
Montse Zaman, a related party, of $71,184 to a three year unsecured note
maturing on November 19, 2012. 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.




F-10


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 can
be converted into common shares of the company at the holder’s option at a to be
determined in the future conversion price.  Amounts outstanding under
this agreement subsequent to April 1, 2008 accrued interest at 18% per annum. On
November 20, 2009, the note including principal and interest totaling $16,024
was converted to a long term note due November 19, 2012 with principal and
interest due at maturity.  If the principal and interest are not paid
by maturity, the interest rate accelerates to 18% per annum.





During
the quarter ended December 31, 2008, the Company borrowed $ 1,000 from an
unrelated third party.  The note was unsecured, due on demand bearing
no interest. The note was repaid during 2009.





Note 7 -
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.





Note 8-
RESTRICTED SECURITIES





Crown
Equity has classified the marketable securities they hold as of yearend as
long-term in accordance with rule 144 due to restrictions on sale &
transfers of unregistered shares. As of December 31, 2009 $204,500 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
is reflected in the income statement.





Note 9 –
SUBSEQUENT EVENTS





Crown
Equity evaluated all subsequent events from January 1, 2010 to March 8_, 2010
and concluded that there are no significant or material transactions to be
reported for the subsequent period.


F-11