UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB




(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, 2007





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)





9680
      West Tropicana 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 December 31, 2007 were 68,572,984. The aggregate number of shares of the
      voting stock held by non-affiliates on April 10, 2008 was 22,629,092 The market
      value of these shares, computed by reference to the market closing price on
      April 17, 2008 was $2,262,909. 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 2007, CTS had gross
      revenues of approximately $14,000 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 9680 West Tropicana, Suite 117, Las Vegas, Nevada
      89147.





As
      of
      December 31, 2007, the Company had no employees but was utilizing the services
      of independent contractors and consultants.





Item
      2.
      Properties.





The
      Company presently shares 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 expires in July 2007. The Company anticipates that this
      space is sufficient for the near future.




2





Item
      3
      Legal Proceedings.





None.





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, 2007, the Company had 68,572,984 shares of its common stock issued and
      outstanding, of which 22,629,092 were held by non-affiliates.





The
      following table reflects the high and low quarterly bid prices for the fiscal
      year ended December 31, 2007.





Period
            
            High
                Bid
            
            Low
                Bid1stQtr 2007
            
            
            .06
            
            
            .032ndQtr 2007
            
            
            .10
            
            
            .033rdQtr 2007
            
            
            .35
            
            
            .054thQtr 2007
            
            
            .48
            
            
            .12




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, 2007, the Company estimates there are 50 “holders of record” of its
      common stock and estimates that there are approximately 150 beneficial
      shareholders of its common stock. The Company has authorized 5,000,000,000
      shares of common stock, par value $.001.




Item
      6.
      Management’s Discussion and Analysis or Plan of Operation.





FORWARD-LOOKING
      STATEMENTS MAY NOT PROVE ACCURATE





When
      used
      in this Form 10-KSB, 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’s 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.




3





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,
      2007 and 2006 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
      owns 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 the 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, 2007 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.




4





At
      December 31, 2007, the Company had negative working capital of approximately
      $104,000 which consisted of current assets of approximately $63,000 and current
      liabilities of approximately $167,000. The current liabilities of the Company
      at
      December 31, 2007 are composed primarily of accounts payable of $18,033,
      accounts payable to a related party for legal expenses of approximately $70,897,
      a note payable of $12,700, a note payable from a related party of $36,875 and
      advances from related parties of $28,871.





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 insure 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, 2007 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, 2007, 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,
      2007, the Company had revenues of $14,003 compared to no revenues for the year
      ended December 31, 2006. For the year ended December 31, 2007, the Company
      had
      general and administrative expenses of $3,002,369 and a net loss of $2,988,366.
      For the year ended December 31, 2006, the Company had general and administrative
      expenses of $138,623 resulting in a net loss of $138,623. 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. An additional factor is the
      increased cost of complying with its reporting obligations. The net loss per
      share was $.06 and $.00, respectively, for the years ended December 31, 2007
      and
      2006.




5





As
      of
      December 31, 2007, the Company had assets of $131,708 and current liabilities
      of
      $167,376. Shareholders’ deficit as of December 31, 2007 was $35,668 compared to
      shareholders’ deficit of $151,802 at December 31, 2006. Liabilities decreased in
      2007 due to the Company issuing stock as payment for certain account payables
      as
      well as raising capital through the sale of stock.





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
      7.  Financial
      Statements.





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





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





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





**ITEM
      8A.**  **CONTROLS
      AND 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 Office 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.




6





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-KSB 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.




7





The
      Company’s management carried out an assessment of the effectiveness of the
      Company’s internal control over financial reporting as of December 31, 2007. 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, 2007




Item
      8B  Other
      Information





None.





Part
      III





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





Identification
      of Directors and Executive Officers of the Company





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





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




Name
            
            Age
            
            Positions
                Held and TenureArnulfo
                Saucedo
            
            35
            
            CEO,
                Director since February, 2008Steven
                Onoue
            
            51
            
            Director
                since July, 2002Dr.
                Sadegh Salmassi
            
            61
            
            Director
                since November, 2003Montse
                Zaman
            
            32
            
            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 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.




8





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 was a 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.”





SADEGH
      SALMASSI, M.D. Dr. Salmassi is a physician in private practice in Delano,
      California. Dr. Salmassi graduated from Pahlavi University School of Medicine
      in
      1973 and came to the United States in 1975 to complete his residency training
      at
      the University of Illinois in Chicago, Illinois. Dr. Salmassi began practicing
      medicine in Illinois in 1978. Dr. Salmassi is Board Certified by the American
      Board of Pathology in Anatomic and Clinical Pathology as well as being Board
      certified by the American Board of General Practice in General Medicine and
      Surgery. Dr. Salmassi is a Fellow in the College of American Pathologists,
      a
      Fellow of the American College of International Physicians and a Fellow in
      the
      American Academy of Family Physicians.





Dr.
      Salmassi is 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.”





ARNULFO
      SAUCEDO. Mr. Saucedo is a business man and developer and is self-employed.
      Mr.
      Saucedo is the brother of Montse Zaman.





Mr.
      Saucedo is 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 is an administrative assistant for Crown Partners, Inc.
      and
      Crown Equity Holdings, Inc. 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




9





Mrs.
      Zaman is an officer of Crown Partners, Inc., the majority shareholder of the
      Company and a publicly traded company traded on the OTC Electronic Bulletin
      Board under “CRWP.”





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
      5
      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
      10.  Executive
      Compensation.





During
      fiscal 2007, and as of the date of the filing of this report, none of the
      Company’s officers were paid compensation for their services as officers by the
      Company.





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.




10





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, 2007, no shares had been issued under the Plan.





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





*Section
      16(a) Beneficial Ownership Reporting Compliance* .
      During
      the year ended December 31, 2007, the following persons were officers, directors
      and more than ten-percent shareholders of the Company’s common
      stock:





Name
            
            Position
            
            Filed
                ReportsSteven
                Onoue
            
            Director
            
            NoDr.
                Sadegh Salmassi
            
            Director
            
            NoCrown
                Partners, Inc.
            
            Shareholder
            
            No





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





There
      were 68,572,984 shares of the Company' common stock issued and outstanding
      on
      December 31, 2007. 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.




11





Names
                and Addresses
            
            Number
                of Shares Owned Beneficially
            
            Percent
                of Beneficially Owned SharesSteven
                Onoue (1)(2)
            
            
            116,668
            
            
            0.17
            %9680
                W Tropicana #117Las
                Vegas NV 89147Sadegh
                Salmassi (1)(2)
            
            
            210,000
            
            
            0.31
            %9680
                W Tropicana #117Las

                Vegas NV 89147Arnulfo
                Saucedo (1)(2)
            
            
            0
            
            
            0.00
            %9680
                W Tropicana #117Las
                Vegas NV 89147Montse
                Zaman (1)(2)
            
            
            1,500,000
            
            
            2.19
            %9680
                West Tropicana #117Las
                Vegas NV 89147Crown
                Partners, Inc.(2)
            
            
            44,117,224
            
            
            64.34
            %9680
                W Tropicana #117Las
                Vegas NV 89147All
                directors and officers as a group (4)
            
            
            1,826,668
            
            
            2.65
            %





(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)
      Three
      of the control persons of Crown Partners, Dr. Salmassi, Mr. Saucedo and Mr.
      Onoue, are directors of the Company. Mrs. Zaman, an officer of the Company,
      is a
      control person of Crown Partners, serving as an officer. These persons have
      both
      investment and voting power for the 44,117,224 shares beneficially owned by
      Crown.




Changes
      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
      12.  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 Mrs. Zaman for services. The Company issued
      an
      additional 3,088,334 shares of its common stock to consultants and advisors
      in
      December, 2007.





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.




12




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:


Independent
                  Auditors’ Report dated April 18, 2008
              
              
              F-1Balance
                  Sheet as of December 31, 2007
              
              
              F-2Statements
                  of Operations for the Years Ended December 31, 2007 and
                  2006
              
              
              F-3Statement
                  of Stockholders’ Deficit for the Years Ended December 31, 2007 and
                  2006
              
              
              F-4Statements
                  of Cash Flows for the Years Ended December 31, 2007 and
                  2006
              
              
              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
      was no reports filed on Form 8-K during the fourth quarter of the Company’s
      fiscal year ended December 31, 2007.




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.April
              18,
              2008
            
            
            /s/
              Arnulfo
              SaucedoArnulfo
              Saucedo, CEO, Director  April
                18,
                2008
              
              
              /s/
                Montse
                ZamanMontse
                Zaman, CFO  April
                  18,
                  2008
                
                
                /s/
                  Steven
                  OnoueSteven
                  Onoue,
                  Director


April
                18,
                2008
              
              
              /s/
                Dr. Sadegh
                SalmassiDr.
                Sadegh Salmassi, Director





13
 
 REPORT
          OF
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
          the
          Board of Directors
 Crown
          Equity Holdings Inc.
 Valencia,
          California
 
 We
          have
          audited the accompanying consolidated balance sheet of Crown Equity Holdings
          Inc. as of December 31, 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 the 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 ours 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, 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
 April
          18,
          2008
  F-1
 **CROWN
                      EQUITY HOLDINGS, INC.****CONSOLIDATED
                      BALANCE SHEET****December
                      31, 2007****ASSETS**
  Current
                      assetsCash
                  
                  $
                  48,952Accounts
                      Receivable
                  
                  
                  14,003Total
                      current assets
                  
                  
                  62,955Fixed
                      AssetsEquipment,
                      net of accumulated depreciation
                  
                  
                  68,753Total
                      Assets
                  
                  $
                  131,708**LIABILITIES
                      AND STOCKHOLDERS’ DEFICIT**Current
                      liabilitiesAccounts
                      payable and accrued expenses
                  
                  $
                  18,033Accounts
                      payable - related party
                  
                  
                  70,897Advances
                      from related party
                  
                  
                  28,871Note
                      payable - related party
                  
                  
                  36,875Note
                      payable
                  
                  
                  12,700Total
                      current liabilities
                  
                  
                  167,376**STOCKHOLDERS’
                      DEFICIT**Common
                      stock, $.001 par value, 5,000,000,000 shares authorized,68,572,984
                      shares issued and outstanding
                  
                  
                  68,573Additional-paid-in-capital
                  
                  
                  5,922,397Accumulated
                      deficit
                  
                  
                  (6,026,638
                  )Total
                      Stockholders’ Deficit
                  
                  
                  (35,668
                  )TOTAL
                      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                  
                  $
                  131,708
 
 See
            summary of significant accounting policies and notes to financial
            statements.
  F-2
 
 **CROWN
                      EQUITY HOLDINGS, INC.****CONSOLIDATED
                      STATEMENT OF OPERATIONS****Years
                      Ended December 31, 2007 and 2006**
  **2007**
                  
                  **2006**Revenue:Revenue
                  
                  $
                  14,003
                  
                  $
                  -Expenses:General
                      and administrative
                  
                  
                  3,002,369
                  
                  
                  138,623Net
                      loss
                  
                  $
                  (2,988,366
                  )
                  $
                  (138,623
                  )Net
                      loss per share:
                  
                  $
                  (0.06
                  )
                  $
                  (0.00
                  )Net
                      loss basic and dilutedWeighted
                      average shares outstanding:Basic
                      and diluted
                  
                  
                  53,768,655
                  
                  
                  51,483,830
 
 See
            summary of significant accounting policies and notes to financial
            statements.
  F-3
 **CROWN
                        EQUITY HOLDINGS, INC.****CONSOLIDATED
                        STATEMENT OF STOCKHOLDER'S EQUITY****Years
                        Ended December 31, 2007 and 2006**
 **Additonal****Common
                      Shares**
                  
                  **Paid
                      In**
                  
                  **Accumulated****Shares**
                  
                  **Amount**
                  
                  **Capital**
                  
                  **Deficit**
                  
                  **Total**Balance,
                      December 31, 2005
                  
                  
                  48,244,650
                  
                  $
                  48,245
                  
                  $
                  2,583,225
                  
                  $
                  (2,899,649
                  )
                  $
                  (268,179
                  )Issuance
                      of common stock for services
                  
                  
                  5,000,000
                  
                  
                  5,000
                  
                  
                  250,000
                  
                  
                  
                  
                  
                  255,000Net
                      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (138,623
                  )
                  
                  (138,623
                  )Balance,
                      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
                  )
 
 See
            summary of significant accounting policies and notes to financial
            statements.
  F-4
  **CROWN
                      EQUITY HOLDINGS, INC.****CONSOLIDATED
                      STATEMENT OF CASH FLOWS****Years
                      Ended December 31, 2007 and 2006**
  **2007**
                  
                  **2006**CASH
                      FLOWS FROM OPERATING ACTIVITIESNet
                      loss
                  
                  $
                  (2,988,366
                  )
                  $
                  (138,623
                  )Adjustments
                      to reconcile net loss to cash usedin
                      operating activities:Depreciaiton
                      Expense
                  
                  
                  7,380
                  
                  
                  -Common
                      Stock issued for Services
                  
                  
                  2,855,500
                  
                  
                  73,000Net
                      Change in:Accounts
                      receivable
                  
                  
                  (14,003
                  )
                  
                  -Accounts
                      payable and accrued expenses
                  
                  
                  (7,195
                  )
                  
                  11,592Accounts
                      payable - related party
                  
                  
                  45,904
                  
                  
                  42,000TOTAL
                      CASH FLOWS USED IN OPERATING ACTIVITIES
                  
                  
                  (100,780
                  )
                  
                  (12,031
                  )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
                  
                  
                  72,264
                  
                  
                  12,058Note
                      payable - related party
                  
                  
                  36,875
                  
                  
                  -Proceeds
                      from note payable
                  
                  
                  12,700
                  
                  
                  -Proceeds
                      for sale of stock
                  
                  
                  104,000
                  
                  
                  -TOTAL
                      CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  225,839
                  
                  
                  12,058Net
                      Increase (Decrease) in Cash
                  
                  
                  48,925
                  
                  
                  27Cash,
                      beginning of period
                  
                  
                  27
                  
                  
                  -Cash,
                      end of period
                  
                  $
                  48,952
                  
                  $
                  27
 
 See
            summary of significant accounting policies and notes to financial
            statements.
 
 F-5
  Crown
          Equity Holdings Inc.
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
  NOTE
          1 -
          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
          collectibility 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 2007 or 2006.
 
 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.
  F-6
 
 Income
          Taxes
 
 Crown
          Equity recognizes deferred tax assets and liabilities based on differences
          between the financial reporting and tax bases of assets and liabilities
          using
          the enacted tax rates and laws that are expected to be in effect when the
          differences are expected to be recovered. Crown Equity provides a valuation
          allowance for deferred tax assets for which it does not consider realization
          of
          such assets to be more likely than not.
 
 Fair
          Value of Financial Instruments
 
 The
          Company's financial instruments consist of cash 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.
 
 Recent
          Accounting Pronouncements
 
 In
          June 2006, the Financial Accounting Standards Board (FASB) issued FASB
          Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
          interpretation of FASB Statement No. 109” (FIN 48). This Interpretation
          provides guidance on recognition, classification and disclosure concerning
          uncertain tax liabilities. The evaluation of a tax position requires recognition
          of a tax benefit if it is more likely than not it will be sustained upon
          examination. We adopted this Interpretation effective January 1, 2007. The
          adoption did not have a material impact on our consolidated financial
          statements
 
 Crown
          Equity does not expect the adoption of recently issued accounting pronouncements
          to have a significant impact on Crown Equity's results of operations, financial
          position or cash flow.
 
 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, 2007. 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, 2007:
 
 2007Computer
                    equipment
                
                $
                76,134Less:
                    accumulation depreciation
                
                
                (7,381
                )Net
                    property and equipment
                
                $
                68,753
 
 Depreciation
          expense totaled $7,380 and $0 for the years ended December 31, 2007 and
          2006.
 
 F-7
  NOTE
          4 -
          NOTE PAYABLE
 
 During
          the quarter ended March 31, 2007, we borrowed $12,700 from an unrelated
          third
          party. The loan is unsecured, due April 1, 2008 and accrues interest at
          12% per
          annum. Amounts outstanding under this agreement subsequent to April 1,
          2008 are
          subject to interest at 18% per annum.
  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. 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, 2007 are as follows:
  12/31/07Deferred
                      tax assets attributable to:Prior
                      years
                  
                  $
                  702,370Tax
                      benefit (liability) for current year
                  
                  
                  43,404Total
                      Deferred Tax Benefit
                  
                  $
                  745,774Valuation
                      Allowance
                  
                  $
                  (745,774
                  )Net
                      Deferred Tax Benefit
                  
                  $
                  0
 The
          realization of deferred tax benefits is contingent upon future earnings
          and is
          fully reserved at December 31, 2007.
  NOTE
          6 -
          COMMON STOCK
 
 In
          May
          2006, 5,000,000 shares of common stock valued at $255,000 were issued for
          the
          extinguishment of $182,000 in debt to a related party for services performed
          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.
 
 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, 2007, no 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.
  F-8
 
 NOTE
          7 -
          RELATED PARTY TRANSACTIONS
 
 Crown
          Equity neither owns nor leases any real or personal property. The Company
          shares
          office space with its parent company. Such costs are immaterial to the
          financial
          statements and accordingly are not reflected herein.
 
 Legal
          services are provided by a related party of the company. For the years
          ended
          December 31, 2007 and 2006, Crown Equity recorded $60,500 and $42,000,
          respectively, in related party legal fees. As of December 31, 2007, $70,897
          was
          outstanding for legal services. In addition, in 2006, $72,829 of additional
          compensation expense was recorded in connection with the issuance of common
          stock for the extinguishment of a $182,000 payable related to legal services
          previously provided.
 
 In
          2007,
          $18,000 was paid to a related party consultant.
 
 Crown
          Partners, Inc., the majority shareholder of Crown Equity, has advanced
          the sum
          of $19,910 and $101,607 to fund Crown Equity's operations with a balance
          of
          $28,871 due at December 31, 2007.
 
 During
          December 2007, Crown Equity’s Chief Financial Officer advanced the company
          $60,500 for the purchase of fixed assets. As of December 31, 2007, $36,875
          is
          outstanding.
 
 NOTE
          8 -
          MAJOR CUSTOMERS
 
 In
          2007
          of 100% of revenues was from three customers. In 2006, Crown had no
          revenues .
 
 F-9