UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K




(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, 2008





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





9663 St. Claude Avenue, Las
Vegas, NV 89148


(Address
of principal executive offices)(Zip Code)





Company’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





Check
whether the Issuer (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. Yes x No o





Check if
there is no disclosure of delinquent filers to Item 405 of Regulation S-B
contained in this form, and if no disclosure will 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. o





The
number of shares outstanding of the Company’s $.001 Par Value Common Stock as of
March 10, 2009 was 71,990,632. The aggregate number of shares of the voting
stock held by non-affiliates on March 10, 2009 was 24,351,226. The market value
of these shares, computed by reference to the market closing price on March 10,
2009 was $1,582,830. 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 its wholly-owned subsidiary, Crown Trading Systems, Inc.
(“CTS”), a Nevada corporation, began to develop, sell and produce computer
systems which are capable of running multiple monitors from one computer. At
present, CTS is able to run 16 monitors off one CPU. In late 2007, CTS began to
attend trade shows and starting selling these systems. In 2008, CTS had gross
revenues of approximately $18,500 from the sales of systems.





Additionally,
CTS has entered into reseller and distribution agreements with over 30 wholesale
and retail computer components to sell their products on CTS’s website,
www.crowntradingsystems.com.





The
Company is offering its services to companies or individuals looking to go
public in the United States. It has launched a website,
www.crownequityholdings.com, which offers its services in a wide range of
fields.





In
December, 2007, the Company issued ten million shares to Crown Partners, Inc. in
satisfaction of approximately $145,000 in advances from Crown Partners.
Additionally, the Company issued 1,040,000 shares to shareholders, who included
two directors of the Company, who invested $104,000 to fund the Company’s
operations in December 2007. An additional 4,288,334 shares were issued in
December 2007 as compensation to consultants, officers and
directors.





The
Company’s office is located at 9663 St. Claude Avenue, Las Vegas, NV
89148.





As of
December 31, 2008, the Company had no employees but was utilizing the services
of independent contractors and consultants.





Item 2.
Properties.





The
Company shared office space at a cost of $845 per month with its majority
shareholder, Crown Partners, Inc. The Company entered into this lease in August
2007 and it expired in July 2008. Since the expiration of the lease, the Company
office is provided by one of the officers with no rental charge to the
Company.





Item 3
Legal Proceedings.





The
Company has 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.  The Company has not accrued any
amounts related to this contingency.





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





In
December 2007, the Company’s shareholders approved an amendment to the Company’s
Articles of Incorporation increasing the number of authorized shares of common
stock to 5,000,000,000 from 500,000,000. Additionally, the shareholders ratified
and approved the adoption of the 2007 Consultant and Employee Services Plan
which reserves ten million shares for issuance to consultants, employees,
officers and directors.




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, 2008, the Company had 69,199,632 shares of its common stock issued and
outstanding, of which 23,540,226 were held by non-affiliates.




2




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





Period
            
            High
      Bid
            
            
            Low
      Bid1
      st
      Qtr 2008
            
            
            .20
            
            
            
            .102
      nd
      Qtr 2008
            
            
            .16
            
            
            
            .073
      rd
      Qtr 2008
            
            
            .11
            
            
            
            .034
      th
      Qtr 2008
            
            
            .07
            
            
            
            .01




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, 2008, 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 500,000,000 shares
of common stock, par value $.001.




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,
2008 and 2007 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.





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.





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 has experienced no significant change in liquidity or
capital resources or stockholders’ equity other than receipts of proceeds from
offerings of its capital stock. The Company received $230,000 from an offering
conducted under Rule 504 of Regulation D in 1999. The Company also raised
$158,354 from the issuance of 7,200,000 shares of the Company’s common stock
prior to 1997. In 1997, the Company raised an additional $345,000 from the sale
of its common stock. In December 2007, the Company raised an additional $104,000
from shareholders. The Company’s balance sheet as of December 31, 2008 reflects
very limited assets and substantial liabilities. 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.




3




At
December 31, 2008, the Company had negative working capital
of  $286,038 which consisted of current assets of approximately $2,898
and current liabilities of $288,936. The current liabilities of the Company at
December 31, 2008 are composed primarily of accounts payable and accrued
expenses of $40,393, accounts payable to a related party of $74,718, a notes
payable of $13,700, a note payable from a related party of $51,210 and advances
from related parties of $85,915.





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 needs to pay for its
proposed acquisition of SSH and will need additional capital to fund that
proposed operation.





NEED FOR
ADDITIONAL FINANCING





The
Company’s existing capital is not sufficient to meet the Company’s cash needs,
including the costs of compliance with the continuing reporting requirements of
the Securities Exchange Act of 1934, as amended. It is anticipated that Crown
Partners will likely continue to advance the funds necessary to ensure that the
Company is able to meet its reporting obligations under the 1934 Act and that
these loans will be repaid either when the Company’s business begins to generate
sufficient revenues. However, Crown Partners has not agreed in writing to
provide these funds and can only provide these funds to the extent that it has
available funds to loan to the Company.





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 presently inactive and since inception has experienced no significant
change in liquidity or capital resources or stockholders’ equity other than the
receipt of proceeds from offerings conducted under Rule 504 of Regulation D. The
Company’s balance sheet as of December 31, 2008 reflects minimal assets and
extensive liabilities. 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.




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,
2008, the Company had revenues of $23,190 compared to $14,003 revenues for the
year ended December 31, 2007. For the year ended December 31, 2008, the Company
had operating expenses of $319,055 and a net loss of $316,131. For the year
ended December 31, 2007, the Company had operating expenses of $3,002,369
resulting in a net loss of $2,988,366. The difference in expenses between the
two periods resulted from the Company's increased expenses in beginning
operations in 2007 as well as the issuance of stock as compensation to
consultants, officers and directors in 2007. The net loss per share was $.00 and
$.06, respectively, for the years ended December 31, 2008 and 2007.




As of
December 31, 2008, the Company had assets of $46,271 and current liabilities of
$288,936. Shareholders’ deficit as of December 31, 2008 was $242,665 compared to
shareholders’ deficit of $35,668 at December 31, 2007. Liabilities increased in
2008 due to the Company sales not being adequate to cover the cost of running
the company.





The
Company anticipates that until its business operations increase along with
revenues, the revenues generated will not be sufficient to pay the Company’s
expenses and the Company will operate at a loss for the foreseeable
future.





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.




4





Item 9a.   Controls &
Procedures





Evaluation of Disclosure
Controls and Procedures




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 Securities Exchange Act of 1934, as
amended (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, 2008. 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, 2008




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.




5





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
            
            37
            
            Chairman
      , Director since February, 2008Steven
      Onoue
            
            50
            
            Director
      since July, 2002Kenneth
      Bosket
            
            62
            
            CEO,
      Director since June 2008Montse
      Zaman
            
            34
            
            Secretary,
      CFO since February, 2008





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 during
at the least the last 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.




STEVEN
ONOUE. Mr. Onoue has been employed as vice president and manager of Sanitec
Services of Hawaii, Inc. since 2000. Prior to that, Mr. Onoue was the president
of Cathay Atlantic Trading Company in Honolulu, Hawaii which trades in hard
commodities and acted as a 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 being involved in real estate in Hawaii for more than 15
years. Mr. Onoue
is an officer and director of Crown Partners, Inc., the majority shareholder of
the Company and a publicly traded company traded on the OTC Electronic Bulletin
Board under “CRWP.”





ARNULFO
SAUCEDO-BARDAN. Mr. Saucedo-Bardan is a business man and developer and is
self-employed. Mr. Saucedo-Bardan is the brother of Montse Zaman. Mr.
Saucedo-Bardan is also a director of Crown Partners, Inc., the majority
shareholder of the Company and a publicly traded company traded on the OTC
Electronic Bulletin Board under “CRWP.”





MONTSE
ZAMAN. Montse Zaman was appointed Chief Financial Officer of Crown Equity
Holdings, Inc in August 2008. She also works for Zaman & Company as an
administrative assistant. She has an extensive background in journalism and has
a degree in Communications from Instituto Superior De Ciencia Y Technologia A.C.
in Mexcio. Ms. Zaman is also a director of Crown Partners, Inc., the majority
shareholder of the Company and a publicly traded company traded on the OTC
Electronic Bulletin Board under “CRWP.”




KENNETH
BOSKET. Kenneth Bosket has been working with Crown Trading Systems, Inc., a
wholly owned subsidiary of Crown Equity Holdings, Inc. for 9 months before being
appointed Crown Equity Holdings, Inc. CEO in June of 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 is
also a director of Crown Partners, Inc., the majority shareholder of the Company
and a publicly traded company traded on the OTC Electronic Bulletin Board under
“CRWP.”




6




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.




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 2008 the Company paid two officers an aggregate of $13,450 plus accrued
$20,000 for their services.





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, 2008, 500,000
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.




7




Section 16(a) Beneficial Ownership
Reporting Compliance. During the year ended December 31, 2008, the
following persons were officers, directors and more than ten-percent
shareholders of the Company’s common stock:





Name
            
            Position
            
            Filed
      ReportsSteven
      Onoue
            
            Director
            
            NoKenneth
      Bosket
            
            Officer,
      Director
            
            NoArnulfo
      Saucedo-Bardan
            
            Officer,
      Director
            
            NoMontse
      Zaman
            
            Officer,
      Director
            
            NoCrown
      Partners, Inc.
            
            Shareholder
            
            No






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





There
were 69,199,632 shares of the Company' common stock issued and outstanding on
December 31, 2008. There are no preferred shares authorized. 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)(2)
            
            
            13,328
            
            
            
            0.02
            %9663
      St. Claude AvenueLas
      Vegas NV 89148Kenneth
      Bosket (1)(2)
            
            
            66,668
            
            
            
            0.01
            %9663
      St Claude AvenueLas
      Vegas NV 89148Arnulfo
      Saucedo-Bardan (1)(2)
            
            
            0
            
            
            
            0.00
            %9663
      St Claude AvenueLas
      Vegas NV 89148Montse
      Zaman (1)(2)
            
            
            1,500,000
            
            
            
            2.17
            %9663
      St Claude AvenueLas
      Vegas NV 89148Crown
      Partners, Inc.(2)
            
            
            44,079,410
            
            
            
            63.69
            %9663
      St Claude AvenueLas
      Vegas NV 89148All
      directors and officers as a group (4)
            
            
            1,579,996
            
            
            
            2.20
            %





(1)
Denotes officer or director. All officers and directors are also officers and
directors of Crown Partners, Inc. which is the majority shareholder of the
Company.




(2) Four
of the control persons of Crown Partners, Kenneth Bosket, and  Ms.
Zaman, are officers and directors of the Company while Mr. Saucedo-Bardan and
Mr. Onoue, are directors of the Company. These persons have both investment and
voting power for the 44,079,410 shares beneficially owned by Crown.




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.





Item 13.
  Certain Relationships and Related Transactions.




In
December, 2007, the Company issued ten million shares to Crown Partners, Inc. in
satisfaction of approximately $145,000 it owed to Crown Partners, its majority
shareholder.





In
December, 2007, the Company issued 100,000 shares of its common stock each for
services provided by Dr. Salmassi and Mr. Onoue, directors of the Company. The
Company also issued 1,000,000 to Ms. Zaman for services. The Company issued an
additional 3,088,334 shares of its common stock to consultants and advisors in
December, 2007.




8





In the
last quarter of 2007, the Company sold 1,040,000 shares of its common stock to
four shareholders for $.10 per share. These shareholders included Claudia Zaman,
a former officer and director, who invested $50,000 and Dr. Salmassi, a
director, who invested $10,000. The proceeds were used to pay the Company’s
operating expenses.





In 2008
the Company issued 66,668 of its common stock to Ken Bosket CEO of the Company
for a value of $9,334 for services.




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 Malone & Bailey, PC, Certified Public Accountants and
Consultants.





2008
            
            
            2007Audit
      fees
            
            $
            12,233
            
            
            $
            9,800Audit
      related fees
            
            
            0
            
            
            
            0Tax
      fees
            
            
            0
            
            
            
            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.





(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 dated March 10,
      2009
            
            
            F-1Balance
      Sheets as of December 31, 2008 and 2007
            
            
            F-2Statements
      of Operations for the Years Ended December 31, 2008 and
    2007
            
            
            F-3Statement
      of Stockholders’ Deficit for the Years Ended December 31, 2008 and
      2007
            
            
            F-4Statements of Cash Flows for the Years Ended
      December 31, 2008 and 2007
            
            
            F-5Notes
      to Financial Statements
            
            
            F-6




EXHIBITS
FILED WITH THIS REPORT





ExhibitNumber
            
            Description31.1
            
            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




(b) There
were no reports filed on Form 8-K during the fourth quarter of the Company’s
fiscal year ended December 31, 2008.




9




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.




CROWN
      EQUITY HOLDINGS INC.March
      10, 2009
            
            
            /s/
      Kenneth BosketKenneth
      Bosket, CEO, Director




March
      10, 2009
            
            
            /s/
      Montse ZamanMontse
      Zaman, CFO




March
      10, 2009
            
            
            /s/
      Steven OnoueSteven
      Onoue, Director




March
      10, 2009
            
            
            /s/
      Arnulfo Saucedo-BardanArnulfo
      Saucedo-Bardan, Chairman,
Director




10




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors


Crown
Equity Holdings Inc.


Las
Vegas, Nevada





We have
audited the accompanying consolidated balance sheets of Crown Equity Holdings
Inc. (“the Company”) as of December 31, 2008 and 2007, and the related
consolidated statements of operations, shareholders’ deficit, and cash flows for
the two 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, 2008 and 2007 and the results of operations and cash flows for the
two 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. suffered losses from operations
and has a working capital deficiency, which raises 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.






Malone
& Bailey, PC


www.malone-bailey.com


Houston,
Texas


March 10,
2009





F-1




CROWN EQUITY HOLDINGS,
      INC.CONSOLIDATED
      BALANCE SHEETSASSETS




Current
      assets
              
              
              December
      31, 2008
              
              
              
              December
      31, 2007Cash
              
              $
              2,898
              
              
              $
              48,952Accounts
      receivable
              
              
              --
              
              
              
              14,003Total
      current assets
              
              
              2,898
              
              
              
              62,955


Fixed
      assetsEquipment,
      net of accumulated depreciation
              
              
              43,373
              
              
              
              68,752Total
      Assets
              
              $
              46,271
              
              
              $
              131,708
 LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilitiesAccounts
      payable and accrued expenses
              
              $
              40,393
              
              
              $
              18,033Accounts
      payable - related party
              
              
              74,718
              
              
              
              70,897Salaries
      payable
              
              
              23,000
              
              
              
              -Advances
      from related party
              
              
              85,915
              
              
              
              -Note
      payable - related party
              
              
              51,210
              
              
              
              36,875Notes
      payable
              
              
              13,700
              
              
              
              12,700Total
      current liabilities
              
              
              288,936
              
              
              
              167,376STOCKHOLDERS’
      DEFICITCommon
      stock, $.001 par value, 500,000,000 shares authorized,69,199,632
      and 68,572,984 shares issued and outstanding, respectively
              
              
              69,200
              
              
              
              68,573Additional-paid-in-capital
              
              
              6,030,904
              
              
              
              5,922,397Accumulated
      deficit
              
              
              (6,342,769
              )
              
              
              (6,026,638
              )Total
      stockholders’ deficit
              
              
              (242,665
              )
              
              
              (35,668
              )Total
      Liabilities and Stockholders’ Deficit
              
              $
              46,271
              
              
              $
              131,708


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






F-2




CROWN
      EQUITY HOLDINGS, INC.CONSOLIDATED
      STATEMENT OF OPERATIONSYears
      Ended December 31, 2008 and 2007




2008
            
            
            2007Revenues
            
            $
            23,190
            
            
            $
            14,003Cost
      of revenues
            
            
            17,341
            
            
            
            -Gross
      profit
            
            
            5,849
            
            
            
            14,003Operating
      expenses:General
      and administrative
            
            
            293,675
            
            
            
            2,994,988Depreciation
            
            
            25,380
            
            
            
            7,381Total
      operating expenses
            
            
            (319,055
            )
            
            
            (3,002,369
            )Operating
      loss
            
            
            (313,204
            )
            
            
            (2,988,366
            )Other
      expenses:Interest
      expense
            
            
            (2,927
            )
            
            
            -Net
      loss
            
            $
            (316,131
            )
            
            $
            (2,988,366
            )Net
      loss per share:Net
      loss basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.06
            )Weighted
      average shares outstanding:Basic
      and diluted
            
            
            68,793,726
            
            
            
            53,768,655




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




F-3




CROWN
      EQUITY HOLDINGS, INC.CONSOLIDATED
      STATEMENT OF STOCKHOLDER'S DEFICITYears
      Ended December 31, 2008 and 2007




AdditionalCommon
      Shares
            
            
            Paid
      In
            
            
            AccumulatedShares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            TotalBalance,
      December 31, 2006
            
            
            53,244,650
            
            
            $
            53,245
            
            
            $
            2,833,225
            
            
            $
            (3,038,272
            )
            
            $
            (151,802
            )Stock
      sold for cash
            
            
            1,040,000
            
            
            
            1,040
            
            
            
            102,960
            
            
            
            
            
            
            
            104,000Issuance
      of common stock for services
            
            
            4,288,334
            
            
            
            4,288
            
            
            
            896,212
            
            
            
            
            
            
            
            900,500Issuance
      of common stock for services & debt
            
            
            10,000,000
            
            
            
            10,000
            
            
            
            2,090,000
            
            
            
            
            
            
            
            2,100,000Net
      loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (2,988,366
            )
            
            
            (2,988,366
            )Balance,
      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
            )




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





F-4




CROWN EQUITY HOLDINGS,
      INC.CONSOLIDATED
      STATEMENT OF CASH FLOWSYears
      Ended December 31, 2008 and 2007




2008
            
            
            2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
            
            $
            (316,131
            )
            
            $
            (2,988,366
            )Adjustments
      to reconcile net loss to cash usedin
      operating activities:Depreciation
      expense
            
            
            25,380
            
            
            
            7,381Common
      stock issued for services
            
            
            94,135
            
            
            
            2,855,500Net
      Change in:Accounts
      receivable
            
            
            14,004
            
            
            
            (14,003
            )Accounts
      payable and accrued expenses
            
            
            22,357
            
            
            
            (7,196
            )Accounts
      payable and accrued expense- related party
            
            
            32,861
            
            
            
            45,904TOTAL
      CASH FLOWS USED IN OPERATING ACTIVITIES
            
            
            (127,394
            )
            
            
            (100,780
            )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of fixed assets
            
            
            --
            
            
            
            (76,134
            )TOTAL
      CASH FLOWS USED IN INVESTING ACTIVITIES
            
            
            --
            
            
            
            (76,134
            )CASH
      FLOWS FROM FINANCING ACTIVITIESAdvances
      from related party
            
            
            66,005
            
            
            
            72,264Note
      payable - related party
            
            
            14,335
            
            
            
            36,875Proceeds
      from note payable
            
            
            1,000
            
            
            
            12,700Proceeds
      for sale of stock
            
            
            --
            
            
            
            104,000TOTAL
      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
            
            
            81,340
            
            
            
            225,839Net
      Increase (Decrease) in Cash
            
            
            (46,054
            )
            
            
            48,925Cash,
      beginning of period
            
            
            48,952
            
            
            
            27Cash,
      end of period
            
            $
            2,898
            
            
            $
            48,952SUPPLEMENTAL
      DISCLOSURES:Cash
      paid for interest
            
            $
            -
            
            
            $
            -Cash
      paid for income taxes
            
            
            -
            
            
            
            -NONCASH
      TRANSACTIONS:Common
      stock issued for stock payable$
            15,000
            
            
            $
            -




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




F-5




Crown
Equity Holdings Inc.


NOTES TO
CONSOLIDATED 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.
Crown Equity is in the business of managing and acquiring subsidiary
corporations.





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.





Revenue
recognition





Crown
Equity recognizes revenue when persuasive evidence of an arrangement exists,
services have been rendered, the sales price is fixed or determinable, and
collectability is reasonably assured. This typically occurs when the product is
shipped.





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 2008 or 2007.





Basic and
diluted net loss per share





Basic and
diluted net loss per share calculations are presented in accordance with
Financial Accounting Standards Statement 128, and 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 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.





F-6




Fair
Value of Financial Instruments





The
Company's financial instruments consist of cash 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 incurred recurring net
losses, has an accumulated deficit and a working capital deficit as of December
31, 2008. These conditions raise substantial doubt as to Crown Equity's ability
to continue as a going concern. Management is trying to raise additional capital
through sales of common stock. The financial statements do not include any
adjustments that might be necessary if Crown Equity is unable to continue as a
going concern.





NOTE 3 –
PROPERTY AND EQUIPMENT





Property
and equipment consisted of the following at December 31, 2008:


2008
            
            
            2007Computer
      equipment
            
            $
            76,134
            
            
            
            76,134Less:
      accumulation depreciation
            
            
            (32,761
            )
            
            
            (7,381
            )Net
      property and equipment
            
            $
            43,373
            
            
            
            68,753





Depreciation
expense totaled $25,380  and $7,381 for the years ended December 31,
2008 and 2007.




NOTE 4 –
NOTE PAYABLE





During
the quarter ended March 31, 2007, we borrowed $12,700 from an unrelated third
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. As of December 31, 2008 the loan and
accrued interest was still outstanding.  The note is an unsecured
demand note bearing no interest.





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





NOTE 5 –
INCOME TAXES





The
Company follows FASB Statement Number 109, Accounting for Income Taxes. 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. Net operating losses estimated $2.4 million as of December 31, 2008
and expire 20 years from when incurred.  The cumulative tax effect at
the expected tax rate of 34% of significant items comprising the Company’s net
deferred tax amounts as of December 31, 2008 are as follows:




Total Deferred Tax
    Benefit
            
            $
            823,024Valuation
      Allowance
            
            $
            (823,024
            )Net
      Deferred Tax Benefit
            
            $
            0




The
realization of deferred tax benefits is contingent upon future earnings and is
fully reserved at December 31, 2008.




F-7




NOTE 6 –
COMMON STOCK





During
the quarter ended June 30, 2007 the Company instituted a ten-for-one forward
split of our common stock. All references to common stock and per share data
have been retroactively restated to account for the ten-for-one forward stock
split as if it occurred on the first day of the first period
presented.





In
December 2007, 10,000,000 shares of common stock valued at $2,100,000 were
issued for the extinguishment of $145,000 in debt to a related party for
advances made in previous periods. Accordingly, the value of the stock issued to
the related party was recorded as paid-in-capital and the value of the common
stock in excess of the debt was recorded as expense.





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, 2008, 500,000 shares had been issued under the
Plan.





In 2007,
the Company sold 1,040,000 shares of common stock for cash. In 2007, the Company
issued 4,288,334 shares of common stock valued at $900,500 for
services.





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.




NOTE 7 -
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, Crown
Equity is provided by one of the officers with no rental charge to Crown
Equity.





Legal
services are provided by a related party of the company. For the years ended
December 31, 2008 and 2007, Crown Equity recorded $5,100 and $60,500,
respectively, in related party legal fees.





In 2008,
$13,450 was paid and $23,000 was accrued for services to two related party
consultants.





Crown
Partners, Inc., the majority shareholder of Crown Equity, has advanced the sum
of $43,315 and $19,910 to fund Crown Equity's operations.  Balance
owed as of December 31, 2008 is $85,915. These amounts are due on demand,
unsecured and bear no interest.





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





For the
year ended December 31, 2008, accounts payable related parties are due to Crown
Partners in the amount of $55,897 and Montse Zaman, Chief Financial Officer, in
the amount of $18,822.





Note 8 -
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 9-
SIGNIFICANT CUSTOMERS





In 2007
of 100% of revenues was from three customers. In 2008 the Company receive their
revenue from numerous customers no customers being greater than 23 % of
sales.





NOTE 10 –
SUBSEQUENT EVENTS





On
January 5, 2009, the Company issued a $ 2,000 demand note bearing no
interest.








On
February 23, 2009 the Company issued 2,791,000 shares of common stock for debt
and services:


The Company issue 290,000 shares of
common stock to four individuals for debt and accrued expenses with a total
value of $29,000 ($0.10 per share).


The Company issued 2,501,000 shares of
common stock to 10 individuals with a total value of $ 250,100 ($0.10 per
share).




F-8