SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q10-Q/A

(Mark One)

For the quarterly period ended June 30, 2010

OR

From the transition period from ___________ to ____________.

Commission File Number 000-29935

(Exact name of registrant as specified in its charter)

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

(Address of principal executive offices)

(Issuer's telephone number)

(Former name, former address and former fiscal year, if changed since last report)

On December 2, 2009, the Company signed a one year lease for 2,400 square feet of office space.  The rent for the space is $2,400 per month. The landlord is related to one of the officers of the Company.

On November 20, 2009, the Company converted accounts payable and advances from Montse Zaman, a related party, of $71,185 to a three year unsecured note maturing on November 19, 2012. As of June 30, 2010 the balance increased by $10,000 to $81,185. Interest is incurred at 12% per annum unless the principal and interest are not paid by maturity at which time the interest rate accelerates to 18% per annum.

On March 25, 2010, the Company filed Amended and Restated Articles of Incorporation authorizing 10,000,000 shares of preferred shares with par value of $0.001 and reducing the authorized shares of common stock from 500,000,000 shares to 490,000,000 shares.

On June 22, 2010 the Company approved a forward split of common stock at a ratio of 10 shares of 10 shares for each one share outstanding.  The Company approved the increase of authorized shares of common stock from 490,000,000 to 4,900,000,000 and increased the authorized number of preferred shares from 10,000,000 to 100,000,000, with both common and preferred having a par value of $0.001 per share.

OVERVIEW

Crown Equity Holdings Inc. (”Crown Equity”) was incorporated in August 1995 in Nevada.

The Company is offering its services to companies seeking to become public entities in the United States. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields. The Company provides various consulting services to companies and individuals dealing with corporate structure and operations globally.

In 2007, the Company, through a wholly-owned subsidiary, Crown Trading Systems, Inc. (“CTS”), a Nevada corporation, began to develop, sell and produce computer systems which are capable of running multiple monitors from one computer.  CTS is able to run 16 monitors off one CPU. In late 2007, CTS began to attend trade shows and starting selling these systems. In 2009, Crown Trading Systems was dissolved as a corporation and its business was absorbed into the Company.

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

Crown Equity’s office is located at 5440 West Sahara, Suite 205, Las Vegas, Nevada 89146.

As of June 30, 2010, Crown Equity had nine employees but was also utilizing the services of independent contractors and consultants.

RESULTS OF OPERATIONS

For the three months periods ending June 30, 2010 and 2009 revenues were $ 349,212 and $78,213 with net loss of $74,612 and a net loss of $8 respectively. During the period ending June 30, 2010 Crown Equity incurred deferred revenues of $100,000. General and administrative expense increased to $603,037 for the six months ended June 30, 2010 as compared to $351,487 for the six months ended June 30, 2009.  Interest expense incurred during the six month period ending June 30, 2010 was $5,832 compared $1,243 for the same period in 2009. Depreciation for the six months period ending June 30, 2010 was $12,690 and $12,773 for the same periods in 2009. The revenue increases in 2010 were from consulting services of approximately $599,613. The increase in revenue did not include deferred revenue of $100,000 for the period ending June 30, 2010. The net loss for the six month period ending June 30, 2010 consisted of an operating loss of $26,739 and other expenses of $174,919 of which $ 169,195 consisted of unrealized loss on securities.

Crown Equity will attempt to carry out its business plan as discussed above; however, it cannot predict to what extent its capital resources could hinder its business plan.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2010, Crown Equity had current assets of $501,554 and current liabilities of $203,603, resulting in working capital of $297,951.  Shareholders' equity as of June 30, 2010 was $291,045. Further, there exist no agreements or understandings with regard to loan agreements by or with the Officers, Directors, principals, affiliates or shareholders of Crown Equity.

Cash flow used in operations for the period ending June 30, 2010 was $3,960 compared to $8,486 for the same period in 2009 a negative increase of $4,526. Cash flow from financing activities during the period ended June 30, 2010 was $10,000 compared to $19,487 in 2009, a decrease of $9,487.

Our existing capital may not be sufficient to meet Crown Equity's cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.  This condition raises substantial doubt as to Crown Equity's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.

EMPLOYEES

As of June 30, 2010, Crown Equity had nine employees.

 

 

Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise.  Our CEO and CFO do not possess accounting expertise and our company does not have an audit committee.  This weakness is due to the company’s lack of working capital to hire additional staff.  To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.

 

Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

There have been no material changes to Crown Equity’s risk factors as previously disclosed in our most recent 10-K filing for the year ending December 31, 2009.

None

None

On May 26, 2010 the Company filed an 8-K for the filing of the Certificate of Designation with the State of Nevada authorize 25,000 shares of Series A Preferred  Stock, each share being convertible into 10,000 shares of common stock.

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