Edgar Filing: Crown Equity Holdings, Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

FORM 10-Q/A

(Amendment 4)

(Mark One)

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

For the quarterly period ended June 30, 2010

¨ TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

From the transition period from ___________ to ____________.

Commission File Number 000-29935

CROWN EQUITY HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Nevada 33-0677140

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

544West Sahara Avenue, Suite 205, Las Vegas, NV89146

(Address of principal executive offices)

(702) 448-1543

(Issuer's telephone number)

N/A

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

Indicate by check mark whether the Company (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No: ¨

Indicate by check mark whether the Company is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.

Large accelerated filer ¨	Accelerated filed ¨
Non-accelerated filer ¨	Smaller reporting company x

Indicate by check mark whether the Company is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

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

TABLE OF CONTENTS

		Page
PART I: FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)		3
Balance Sheets as of June 30, 2010and December 31, 2009(Unaudited)		3
Statements of Operations For the Three and Six Months Ended June 30, 2010 and 2009 (Unaudited)		4
Statements of Cash Flows For the Six Months Ended June 30, 2010 and 2009 (Unaudited)		5
Notes to (Unaudited) Financial Statements		6

Item 2. Management’s Discussion and Analysis and Plan of Operation		10

Item 3. Quantitative and Qualitative Disclosures About Market Risk		12

Item 4T. Controls and Procedures		13

PART II: OTHER INFORMATION

Item 1. Legal Proceedings		13

Item 1A. Risk Factors		13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		13

Item 3. Defaults upon Senior Securities		13

Item 4. Submission of Matters to a vote of Security Holders		13

Item 5. Other Information		14

Item 6. Exhibits		14

Signatures		14

Crown Equity Holdings Inc.

BALANCE SHEETS

(Unaudited)

	June 30, 2010			December 31, 2009
Assets

Current assets
Cash and cash equivalents	$	280,330		$	249,612
Marketable securities		206,824			-
Accounts receivable		12,000			-
Prepaid expense		2,400			8,102
Total current assets		501,554			257,714
Fixed assets
Equipment net, of depreciation $70,831		5,303			17,993
Restricted securities		85,000			204,500
Total Assets		591,857			480,207

Liabilities & Stockholder's Equity

Current liabilities
Accounts payable and accrued expenses	$	17,652		$	14,332
Salaries payable		85,951			—
Taxes payable		—			16,990
Deferred revenue		100,000			62,000
Total current liabilities		203,603			93,322
Long term liabilities
Notes payable –related parties		97,209			87,209
Total liabilities		300,812			180,531

Stockholder's Equity

Preferred shares $0.001 par value, 100,000,000 shares authorized None issued or outstanding		-			-
Common stock, $.001 par value, 4,900,000,0000 shares authorized, 748,108,860, and 728,806,320 shares issued and outstanding		748,109			728,810
Additional-paid-in-capital		5,993,436			5,819,708
Accumulated deficit		(6,450,500	)		(6,248,842	)
Total stockholder's equity		291,045			299,676
Total Liabilities & Stockholders’ Equity	$	591,857		$	480,207

The accompanying notes are an integral part of the unaudited financial statements

Crown Equity Holdings Inc.

STATEMENTS OF OPERATIONS

Three and Six month periods ended June 30, 2010 and 2009

(Unaudited)

	Three Months						Six Months
	2010			2009			2010			2009

Revenue	$	349,212		$	78,213		$	673,988		$	84,357
Cost of revenue		—			(529	)		(85,000	)		(1,893	)
Gross margin		349,212			82,464			588,988			82,464

Expenses:
General and administrative		378,083			61,503			603,037			351,487
Depreciation		6,345			6,428			12,690			12,773
Operating income(loss)		(35,216	)		9,753			(26,739	)		(245,796	)

Other Income (expense):
Other income		-			438			-			438
Interest income		35			-			66			-
Realized (loss) on securities		(875	)		(9,724	)		825			(9,274	)
Unrealized gain(loss) on securities		(35,170	)					(169,195	)
Gain on debt forgiveness		—			—			—			1,319
Investment expense		(470	)					(783	)
Interest expense		(2,916	)		(475	)		(5,832	)		(1,243	)
Total other income(expense)		(39,396	)		(9,761	)		(174,919	)		(9,210	)

Netloss	$	(74,612	)	$	(8	)	$	(201,658	)	$	(255,006	)

Net loss per common share (basic and diluted):	$	(0.00		$	(0.00	)	$	(0.00		$	(0.00	)

Weighted average common shares outstanding (basic and diluted):		747,935,973			720,389,840			739,567,918			711,905,550

The accompanying notes are an integral part of the unaudited financial statements

Crown Equity Holdings Inc.

STATEMENTS OF CASH FLOWS

Six month periods ended June 30, 2010and June 30, 2009

(Unaudited)

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(201,658	)	$	(255,006	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation expense		12,690			12,773
Stock for services		193,026			225,100
Gain on accounts payable forgiveness		—			(1,319	)
Unrealized (gain) loss on securities		169,195			—
Realized (gain) loss on securities		(825	)		—
Net Change in:
Prepaid expenses		5,702			—
Accounts receivable		(12,000	)		—
Marketable securities received for revenue		(367,503	)		—
Accounts payable and accrued expenses		4,702			(4,203	)
Accounts payable - related party		—			(5,981	)
Taxes payable		(16,990	)		—
Restricted securities received for revenue		150,750			—
Deferred revenue		(27,000	)		—
Accrued salaries		85,951			20,150
TOTAL CASH FLOWS USED IN OPERATING ACTIVITIES		(3,960	)		(8,486	)

CASH FLOWS USED IN INVESTING ACTIVITIES
Cash paid for purchase of fixed assets		—		(`1,881		)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party, net		—			(10,163	)
Proceeds from sale of stock		24,678			25,000
Proceeds from notes payable		—			2,000
Notes payable-related party		10,000			2,650
TOTAL CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		34,678			19,487

Net Increase (Decrease) in Cash		30,718			9,190
Cash, beginning of period		249,612			2,898
Cash, end of period	$	280,330		$	12,088

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid		-			-
Income taxes paid		-			-
Non Monetary transactions
Securities received for deferred revenue		65,000			-
Reclass from restricted to marketable		39,000			-
Common stock for accounts payable and accrued liabilities		—			29,000
Common Stock for vehicle		—			2,000

The accompanying notes are an integral part of the unaudited financial statements

Crown Equity Holdings Inc.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim consolidated financial statements of Crown Equity Holdings Inc. (“Crown Equity”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in Crown Equity’s December 31, 2009Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end December 31, 2009as reported on Form 10-K, have been omitted.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Crown Equity has an accumulated deficit of June 30, 2010. Unless profitability and increase in shareholders equity continues, these conditions raisesubstantialdoubt as to Crown Equity's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if Crown Equity is unable to continue as a going concern.

NOTE 3 – MARKETABLE & RESTRICTED SECURITIES

Marketable securities are classified as available-for-sale and are presented in the balance sheet at fairmarket value. Crown Equity classified certain securities as long-term due to restrictions on transfers.

Per Accounting Standards Codification (“ASC”) 820 “Fair Value Measurement”, fair values defined establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements.

ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. Thishierarchy prioritizes the inputs into three broad levels as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data

Level 3: Unobservable inputs that are not corroborated by market data

Crown Equity has classified these marketable securities at level 1 with a fair value of $207,085and restricted securities with a market value of $85,000 as of June 30, 2010.

Per Accounting Standards Codification 825 “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115”, an entity is permitted to irrevocably elect fair value on acontract-by-contract basis for new assets or liabilities within the scope of ASC 825 as the initial and subsequent measurement attribute for those financialassets and liabilities and certain other items including property and casualty insurance contracts. Entities electing the fair value option are required to(i) recognize changes in fair value in earnings and (ii) expense any up-front costs and fees associated with the item for which the fair value option is elected.Entities electing the fair value option are required to distinguish, on the face of the statement of financial position, the fair value of assets and liabilities for whichit has elected the fair value option, and similar assets and liabilities measured using another measurement attribute. An entity can accomplish this either byreporting the fair value and non-fair-value carrying amounts as separate line items or by aggregating those amounts and disclosing parenthetically the amount offair value included in the aggregate amount.

Crown Equity adopted ASC 825this quarter and elected the fair value option for their marketable securities.The related gain/loss based on valuation on the mark to market each balance sheet date is reflected in the income statement.

NOTE 4 – REVENUE RECOGNITION

The Company provides various consulting services to companies and individuals dealing with corporate structure and operations globally.Crown Equity’s revenue is recognized pursuant to ASC 605 “RevenueRecognition.” The Company recognizes its revenue from services as those services are performed. Revenue recognition is limited to the amount that is not contingent upon delivery of any future product or service or meeting otherspecified performance conditions. Product sales, accounted for within fulfillment services, are recognized upon shipment to thecustomer and satisfaction of all obligations.

Contract revenues include royalties under license and collaboration agreements. Contract revenue related to technology licenses is fully recognized only after the license period has commenced, the technology has been delivered and no further involvement of Crown Equity is required.

Crown Equity receives payment for its services in both cash and equity instruments issued by the customer. The equity instruments are accounted for in accordance with the provisions of ASC 718 “Compensation – Stock Compensation” and is based on the fair value of the considerationreceived or the fair value of the equity instrument issued, whichever ismore reliably measurable. The measurement date of the fair value of theequity instrument issued is the date on which they are received by Crown Equity.

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

Restricted Securities

Crown Equity has classified the marketable securities they hold as of yearend as long-term in accordance with rule 144 due to restrictions on sale & transfers of unregistered shares. As of June 30, 2010 $85,000 of the marketable securities which are non controlling shares received from customers as consulting income has been classified as restricted securities in accordance with Accounting Standards Codification 825 and 718. The related gain/loss based on valuation on the mark to market each balance sheet date is reflected in the income statement.

NOTE 5- RELATED PARTY TRANSACTIONS

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

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

During the quarter ended March 31, 2007, the Company borrowed $12,700 from Phoenix Consulting Services Inc. controlled by a related party. The loan is unsecured and matured on April 1, 2008 and accrued interest at 12% per annum. The note may be converted into common shares of the company at the holder’s option at ato be determined in the future conversion price. Amounts outstanding under this agreement subsequent to April 1, 2008 accrued interest at 18% per annum. On November 20, 2009, the note including principal and interest totaling $16,024 was converted to a long term note due November 19, 2012 with principal and interest due at maturity. If the principal and interest are not paid by maturity, the interest rate accelerates to 18% per annum.

NOTE 6–EQUITY

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

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

During the six months ended June30, 2010,Crown Equityissued 19,302,540 shares of common stock forcompensation for $193,026.

NOTE7- CONTINGENCIES

There is pending litigation in Arizona small claims court - Strojnik v. Crown Equity Holdings, Inc. Crown Equityhas assessed the outcome of a loss as remote and furthermore the maximum liability in small claims court is $2,500. Crown Equityhas not accrued any amounts related to this contingency.

NOTE8 – SUBSEQUENT EVENTS

On July 2, 2010 the Company issued 429,756 shares of common stock at $0.20 per share valued at $85,951 for services.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Crown Equity’sactual results could differ materially from those set forth on the forward looking statements as a result of the risks set forth in Crown Equity’s filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.

OVERVIEW

Crown Equity Holdings Inc. (”Crown Equity”) was incorporated in August 1995 in Nevada. The Company is offering its services to companies seeking to become public entities in the United States. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields. The Company provides various consulting services to companies and individuals dealing with corporate structure and operations globally.

In 2007, the Company, through a wholly-owned subsidiary, Crown Trading Systems, Inc. (“CTS”), a Nevada corporation, began to develop, sell and produce computer systems which are capable of running multiple monitors from one computer. CTS is able to run 16 monitors off one CPU. In late 2007, CTS began to attend trade shows and starting selling these systems. In 2009, Crown Trading Systems was dissolved as a corporation and its business was absorbed into the Company. At the present time, the Company is not engaged in developing, selling or marketing this concept due to the economic slump. If demand develops again, the Company may attempt to sell its monitor systems again.

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

Crown Equity is offering its services to companiesand their management seeking to become public entities in the United States. It has launched a website, www.crownequityholdings.com, which offers its services in a wide range of fields.

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

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

In July, 2009, the Company granted a non-exclusive license to Velvet International, Inc. allowing Velvet to use the Company’s system and method of rendering public financial relations over the Internet. The Company was paid a one-time licensing fee of $250,000 for the license but will not receive any future royalty or license payments from Velvet. Revenue from this sale allowed the Company to expand its efforts in developing it normal course of business as describe above.

Crown Equity’s office is located at 5440 West Sahara, Suite 205, Las Vegas, Nevada89146.

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

RESULTS OF OPERATIONS

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

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

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2010, Crown Equity had current assets of $501,554and current liabilities of $203,603, resulting in working capital of $297,951. Shareholders' equityas ofJune 30, 2010 was $291,045.Further, there exist no agreements or understandings with regard to future loan agreements by or with the Officers, Directors, principals, affiliates or shareholders of Crown Equity. The Company is currently indebted to Montse Zaman, an officer and director, for past advances and loans to the Company totaling $97,209.

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

Our revenues for the quarter totaled $349,212 compared to $78,213 for the same period last year. The increase is due to the Company’s change in direction from becoming an online computer and components reseller to providing advertising and marketing via the Internet for small companies. Our general and administrative expenses for the quarter totaled $378,083, an increase from $61,503 for the same period last year. The Company intends to continue offering its advertising and marketing services but cannot predict whether or not its efforts will continue to generate revenues. It is a new entry into this competitive field. The continuing economic downturn in the US and globally may affect the Company’s chance for continued growth and/or success in this endeavor. As the Company hires employees, its operating costs and expenses are increasing. If we cannot generate sufficient revenues to cover these expenses, the Company may have to terminate employees, making it difficult to continue to provide services in a timely manner to customers and affecting its ability to generate and service new and existing customers.

For the six months ended June 30, 2010, revenues were $673,988 compared to $84,357 for the same six month period last year. Our general and administrative expenses totaled $603,037 for the six months ended June 30, 2010 compared to $351,487 for the same period last year. The increase is due to increased operating costs in servicing our customers.

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

EMPLOYEES

As of June 30, 2010, Crown Equity had nineemployees.

ITEM 3. CONTROLS AND PROCEDURES

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, Crown Equity is not required to provide information required under this Item.

ITEM 4T: CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

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

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There is pending litigation in Arizona small claims court - Strojnik v. Crown Equity Holdings, Inc. Crown Equity has assessed the outcome of a loss as remote and furthermore the maximum liability in small claims court is $2,500. Crown has not accrued any amounts related to this contingency.

ITEM 1A. RISK FACTORS.

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

ITEM 2. SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the six months ended June 30, 2010 Crown Equityissued 19,302,540shares of common stock at $0.10 per share for a value of $193,026 compensation.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5. OTHER INFORMATION.

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

ITEM 6. EXHIBITS

EXHIBIT 31.1 Certification of Principal Executive Officer and Principal Financial Officer

EXHIBIT 32 Certification of Compliance to Sarbanes-Oxley

SIGNATURES

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

CROWN EQUITY HOLDINGS INC.

By /s/ Kenneth Bosket

Kenneth Bosket, CEO

By /s/ Lowell Holden

Lowell Holden, CFO

DateMarch 9, 2011