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, 2005

|_| 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: 33-11986-LA

                              CROWN PARTNERS, INC.
             (Exact name of Registrant as specified in its charter)

      Nevada                                          91-2008803
      ------                                          ----------
(State or other jurisdiction of                 (IRS Employer
 incorporation or organization)                 Identification Number)

                   27430 Riverside Lane, Valencia CA 91354
                   ---------------------------------------
              (Address of principal executive offices)(Zip Code)

Company's telephone number, including area code:  (661) 287-3772
                                                  --------------

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:  None.

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

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. [ ]

The number of shares outstanding of the Company's $.001 Par Value Common Stock,
as of December 31, 2005 was 19,582,293. The aggregate number of shares of the
voting stock held by non-affiliates was 10,178,842. The market value of these
shares, computed by reference to the market closing price on May 16, 2006 was
$1,323,250. For the purposes of the foregoing calculation only, all directors
and executive officers of the registrant have been deemed affiliates.


                                       1
<PAGE>

                  DOCUMENTS INCORPORATED BY REFERENCE: None.

                                       2
<PAGE>



PART I

ITEM 1.  BUSINESS

A) General

Crown Partners, Inc. (the "Company"), formerly known as "Stein's Holdings,
Inc."  has been involved in several different businesses.  At present, it has
three subsidiaries for which it is seeking suitable merger candidates.

B) Narrative Description of Business

The Company has three subsidiaries of which it is the majority shareholder:
Micro Bio-Medical Waste Systems, Inc. ("MBWS"), Universal Services &
Acquisitions, Inc. ("USV"), and  Sanitec Services Ltd. ("SSH").

The Company owns 80% of MBWS, a Nevada corporation traded on the Electronic
Bulletin Board under "MSWS". MBWS is currently seeking acquisition or merger
candidates. In November, 2003, MBWS entered into an agreement with the Company
to purchase the Company's wholly owned subsidiary, Sanitec Services Ltd., a
Hawaii corporation. MBWS was not been able to pay the sum due to the Company
although it did pay a non-refundable deposit of $45,520 to the Company, part of
which was advanced to SSH for its operations and the balance of which the
Company advanced to MBWS to fund its operations. The proposed transaction with
SSH has been terminated due to MBWS inability to raise the funds necessary to
complete this transaction and SSH's subsequent ceasing of its operations. At the
present time, MBWS is seeking suitable acquisition candidates. Crown continues
to advance funds to MBWS to pay MBWS's expenses. The Company anticipates that it
will be repaid these advances and loans at the time that MBWS acquires an
operating business. At the end of the year, MBWS owed a total of approximately
$90,000 to the Company.

The Company owns 90% of the issued and outstanding shares of Universal Services
& Acquisitions, Inc., a Colorado corporation. USV is a dormant shell company. In
2005, the Company received an investment of $15,000 from an investor to defray
the costs of bringing USV current in its financial statements and other expenses
so that the Company might locate a suitable acquisition candidate for it. In
return, the Company agreed to issue 150,000 shares of its common stock to the
shareholder. At the end of the year, the Company reflected this liability as
stock payable in the amount of $15,000. The shares were issued in May, 2006.

At the present time, the Company is utilizing its limited capital to fund its
operations as it seeks business opportunities. In November, 2001, the Company
acquired Sanitec(TM) Services of Hawaii, Inc. ("SSH"), a privately held Hawaiian
corporation, developed to engage in medical waste collection and treatment in
Honolulu, Hawaii. The Company issued 1,333,334 shares of its common stock to the
shareholder of SSH and SSH became a wholly owned subsidiary of the Company. The
Company borrowed funds and used capital it raised in order to pay past and
present obligations of SSH during the year ended December 31, 2005. The
operations of SSH ceased in May, 2005 when SSH was evicted from its plant in
Hawaii.


                                       3
<PAGE>


In July, 2005, the Company sold its interest in National Healthcare Technology,
Inc. ("NHT") for $500,000, which the Company received in two installments during
2005. The Company assumed all outstanding indebtedness of National Healthcare
which included accounts payable of approximately $58,000 and the officers and
directors of NHT, who were also the officers and directors of the Company,
resigned. In addition, the Company received 905,438 restricted shares of
National Healthcare's common stock as part of this transaction.

During 2005, the Company issued 120,000 shares of its common stock to an
unrelated third party as part of its satisfaction of a debt of $25,000 owed to
this party. The Company paid $13,000 and issued the shares as satisfaction of
this debt. If the party cannot sell the shares for at least $12,000 in one
year's time, the Company will issue additional shares to this creditor at that
time. The Company recognized a loss of $16,800 on this transaction. In addition,
the Company repaid a note payable of $75,000 owed by its subsidiary, SSH, during
2005 with the proceeds received from the NHT transaction.

During 2005, the Company also reached an agreement with an officer and director
of the Company, Steven Onoue, to issue him 1,855,690 shares of the Company's
common stock in satisfaction of advances of approximately $185,569 made by him
by SSH. These shares were issued in April, 2006.


Employees

As of December 31, 2005, the Company had no employees.

Item 2. Properties.

The Company is currently provided office space by its attorney at no charge for
the present time. The Company anticipates that this space is adequate for the
present time.

Item 3. Legal Proceedings.

There are presently no legal proceedings pending against the Company.

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

None.

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

The Company's common stock has been traded on the OTC Electronic Bulletin Board
since Spring, 1996 under the symbol "TELM," since April, 1999, under the symbol
"SNHS" and since January, 2002, under the symbol "CRWP". The following table
reflects the high and low quarterly bid prices for 2005. This information was
provided to the Company by the National Association of Securities Dealers, Inc.
(the "NASD") and the Internet. These quotations reflect inter-dealer prices,
without retail mark-up or mark-down or commissions. These quotations may not
necessarily reflect actual transactions.


                                       4
<PAGE>


Period                     High Bid                  Low Bid
-------------------------------------------------------------------------------
1st Qtr 2005                .099                     .015
2nd Qtr 2005                .07                      .014
3rd Qtr 2005                .18                      .065
4th Qtr 2005                .14                      .08


As of December 31, 2005, the Company had 19,582,293 shares of its common stock
issued and outstanding, of which 10,178,842 were held by non-affiliates.

The Company's CUSIP number is 85847R108. The Company has authorized a total of
50,000,000 shares of common stock, par value $.001. The Company has authorized a
total of 10,000,000 shares of preferred stock, par value $10.00 and presently
has no shares of preferred stock issued and outstanding. The Company estimates
that it has in excess of 300 beneficial shareholders as of April 4, 2006.

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.

RESULTS OF OPERATIONS

In 1999, the Company began operations after two years of being inactive. The
Company appointed new management after its initial acquisition and rented office
space. In 1999, the Company loaned $37,500 to a bakery, whose sole officer and
director was Randy Sutton, former President of the Company. The bakery failed to
repay the loan when due in September, 2000 and subsequently filed bankruptcy. In
addition, the Company's subsidiary, 20/20 Networks which is now known as Micro
Bio-Medical Waste Systems, Inc. ("MBWS"), loaned $195,000 to Stein's Cake Box
("Cake Box"), a Nevada corporation which was formed by MBWS to acquire certain
contracts owned by the bakery noted above. That loan has also not been paid and
has been written off. In early 2003, the Company, through its subsidiary SSH,
began limited operations in Hawaii, which ceased in May, 2005 when SSH was
evicted from its leased premises. In July, 2005, the Company sold its
approximate 29% interest in National Healthcare Technology, Inc. ("NHT") for
$500,000. The Company assumed the outstanding liabilities of NHT totaling
approximately $58,000 and NHT's officers and directors, who were also officers
and directors of the Company, resigned. In addition, the Company retained 22,800
shares of NHT common stock it had previously been issued by NHT and was issued
an additional 905,438 shares of NHT restricted stock. All of the NHT shares were
restricted securities as of December 31, 2005.


                                       5
<PAGE>

During 2005, the Company negotiated the satisfaction of certain advances
totaling approximately $185,000, made by Steven Onoue, officer and director of
the Company as well as president of SSH, to SSH, for the issuance of
approximately 1,855,690 shares of the Company's common stock, issued at a price
of $.10 per share. The shares were issued in April, 2006.

During 2005, the Company received an investment of $15,000 for use in bringing
its subsidiary, USI, current. The Company agreed to issue 150,000 shares of its
common stock to the investor. At year end, this transaction is shown on the
financial statements as a stock payable liability of $15,000. The shares were
issued in May,2005.

In 2004, the Company received a non-refundable deposit from a third party of
$45,520 toward the purchase of SSH and had recorded a liability on its books for
this amount. During 2005, the Company recorded this amount as income from the
gain on the settlement of liabilities as a result of SSH ceasing operations and
the purchase being terminated.

Also in 2005, the Company realized a $30,000 gain from the settlement of a debt
of $90,000 which has been settled through the issuance of stock and payment of
cash.

The Company also reduced its debt by $100,000 in 2005 through the payment of
cash and issuance of stock to certain debtors of the Company.

In August, 2005, the Company approved the Non-Employee Directors, Advisors and
Consultants Retainer Stock Plan for 2005. The Plan reserves 2,000,000 shares of
the Company's common stock for issuance to non-employees, advisors and
consultants. The Company registered the stock under the Plan in August, 2005 but
no shares had been issued as of December 31, 2005.

For the year ended December 31, 2005, the Company realized net income of
$241,317 based upon $36,982 in sales, $440,866 gain on sales of equity
investment, net gain on settlement of liabilities of $91,370, gain on the sale
of securities of $14,330, $1,275 in interest income, general and administrative
expenses of $322,339, interest expense of $20,994 and unrealized loss on
securities of approximately $173. For the year ended December 31, 2004, the
Company realized a net loss of $3,810,724 on revenues of $85,120 and general and
administrative expenses of approximately $3,895,844. The difference in expenses
from 2004 to 2005 is because in 2004 the Company utilized the services of
consultants who were issued stock as compensation and the Company used fewer
consultants in 2005. The consultants utilized by the Company in 2005 were paid
primarily with cash and not stock. The net profit (loss) per share for the years
ended December 31, 2005 and 2004 was $.01 and ($.21), respectively.


                                       6
<PAGE>

The expenses for the year ended December 31, 2005 consisted primarily of general
and administrative expenses of approximately $322,000 and interest expense of
approximately $21,000. The expenses for the year ended December 31, 2004 totaled
approximately $3,764,406 which consisted of general and administrative expenses
of $3,764,406, realized loss on securities of $107,192 and interest expense of
$24,246. The use of consultants in 2004 resulted in the 2004 expenses being much
higher than those in 2005.

At December 31, 2005, shareholder's (deficit) totaled ($8,182,412) compared to
shareholder's deficit of ($8,423,729) at December 31, 2004. This decrease in
shareholder's deficit is due primarily to the Company's gain on the sale of its
interest in NHT which resulted in the Company having more assets at year end as
well as allowing the Company to pay some of its outstanding obligations during
2005.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2005, the Company had negative working capital of approximately
($361,000). The Company's assets for that period were approximately $410,000,
consisting of cash of $342,000 and marketable securities of approximately
$68,000. The Company's current liabilities were approximately $771,000 which was
comprised of accounts payable and accrued expenses of approximately $551,000,
stock payable to a third party of $15,000 and advances of approximately
$205,000. At December 31, 2004, the Company had current assets of approximately
$212,000 which consisted of property and equipment and cash of $186,000. The
current liabilities of the Company at December 31, 2004 were approximately
$874,000 which consisted of approximately $516,000 in trade accounts payable and
advances of approximately $358,000.

Crown will attempt to increase its operating liquidity by exploring the
availability of outside debt and equity financing, to the extent that such
funding is available under reasonable terms and conditions.

There can be no assurances that these measures will result in an improvement in
Crown's operations or liquidity. To the extent that Crown's operations or
liquidity do not improve, Crown may be forced to reduce operations to a level
consistent with its available working capital resources. Crown may also have to
consider a formal or informal restructuring or reorganization.

As a result of these factors, Crown's independent accountants have expressed
substantial doubt about Crown's ability to continue as a going concern. The
accompanying consolidated financial statements have been prepared assuming that
Crown will continue as a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
carrying amounts of assets and liabilities presented in the consolidated
financial statements do not purport to represent the realizable or settlement
values, nor include any adjustments that might result from the outcome of this
uncertainty.


                                       7
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Due to the present and ongoing instability in the financial markets, the Company
experienced substantial losses in its trading activities in prior years. The
Company continues to seek business opportunities for itself and its subsidiaries
that will allow it and them to generate revenues to fund all their operations
but has no suitable candidates under review at the present time. The Company,
through its subsidiary, SSH, began generating revenues during 2003 which were
not enough to fund and support its Hawaiian operations in the short term and
resulted in the Company ceasing its Hawaii operations when the landlord evicted
SSH for failing to pay its rent.

The Company will continue to seek suitable merger candidates for its other
subsidiaries which should also result in revenues for the Company if mergers are
consummated.

The Company does not have adequate working capital for its current operations
and will need additional working capital in 2006.

NEED FOR ADDITIONAL FINANCING

The Company believes that its existing capital will not be sufficient to meet
the Company's cash needs, including the costs of compliance with the continuing
reporting requirements of the Securities Exchange Act of 1934, as amended, for
itself and its subsidiaries. The Company is seeking to locate other potential
acquisitions for its subsidiaries.

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's balance sheet as of December 31, 2005 reflects limited assets and
limited 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.

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.


                                       8
<PAGE>

ITEM 8A.    CONTROLS AND PROCEDURES

(a)   Evaluation of Disclosure Controls and Procedures

      As of the end of the period covered by this Annual Report, we evaluated
the effectiveness of the design and operation of our disclosure controls. This
evaluation was performed under the supervision and with the participation of
management including our Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"). Disclosure controls are controls and procedures (as defined in
the Exchange Act Rule 13d-15(e) and 15d-15(e)) designed to reasonably assure
that information required to be disclosed in our reports filed under the
Exchange Act, such as this Annual Report, is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
Disclosure controls are also designed to reasonably assure that such information
is accumulated and communicated to our management, including the CEO and CFO, as
appropriate, to allow timely decisions regarding required disclosure.

      The evaluation of our disclosure controls included a review of the
controls objectives and design, our implementation of the controls and the
effect of the controls on the information generated for use in this Annual
Report. Based upon the controls evaluation, our CEO and CFO have concluded that
as a result of the matters discussed below with respect to our internal control
over financial reporting, our disclosure controls as of December 31, 2005 were
not effective.

Management Report on Internal Control over Financial Reporting
      Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Internal control over financial
reporting is a process designed by, or under the supervision of, our CEO and
CFO, and effected by our board of directors, management, and other personnel, 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 and includes those policies and
procedures that:

      o Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the Company's financial transactions;

      o Provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our revenues and expenditures are being
made only in accordance with authorizations of our management and directors; and

      o Provide reasonable assurance regarding the prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.

      Management assessed our internal control over financial reporting as of
December 31, 2005, the end of our fiscal year. Management based its assessment
on criteria established in Internal Control -- Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission, or "COSO".
Management's assessment included an evaluation of such elements as the design
and operating effectiveness of key financial reporting controls, process
documentation, accounting policies, and our overall control environment. An
internal control material weakness (as such term is defined under Public Company
Accounting Oversight Board Standard No. 2) is a deficiency or combination of
deficiencies that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected.


                                       9
<PAGE>

      Based on management's assessment of internal control over financial
reporting as of December 31, 2005, we have identified and reported to our Board
of Directors the following material weaknesses in internal control over
financial reporting.

      In the area of accounts payable, we identified the following ineffective
controls which we believe constitute a material weakness in the aggregate:

      o Inadequate control over recording expenses paid on behalf of the
Company, and the recording of these expenses in the general ledger; and

      o Ineffective controls over the documentation, approval, testing and
payment of expenses paid on behalf of the Company.

      This material weakness affects the ability to monitor payments of accounts
payable, develop appropriate accruals and to report accounts payable in the
accurately in the financial statements and resulted in an adjustment in the
fourth quarter.

      As a result of the material weaknesses described in the preceding
paragraphs, our management believes that as of December 31, 2005, our internal
control over financial reporting was not effective based on the COSO criteria.

Management Remediation Plan
      Given the material weaknesses, management performed additional analysis
and procedures to ensure that our consolidated financial statements are
presented fairly in conformity with generally accepted accounting principles.
Accordingly, management believes that the consolidated financial statements and
schedules included in this Form 10-K herein fairly present in all material
respects our financial position, results of operations and cash flows for the
periods presented. We have created and commenced implementing a remediation plan
to address the aforementioned material weaknesses.
      Management believes that the aforementioned material weaknesses resulted
primarily from issues associated with the significant increase in activity from
2004 to 2005 and the integration of the information into its accounting records.
      With respect to our remediation plans, we believe that the actions noted
below will remedy our material weaknesses.

      Accounts Payable

      We are in the process of instituting procedures to require all expenses to
be paid by the Company. Any funds needed by the Company to pay accounts payable
will be advanced to the Company, recorded as a loan or other liability, and the
payables paid out of the accounts of the Company. This will provide all
information to be properly accounted for in the general ledger, in the correct
amounts and in the proper period.


                                       10
<PAGE>

Inherent Limitations on Control Systems

      Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, will be or have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any
system of controls also 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;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

Except as noted above, there have been no changes in our internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our
fourth fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting. The discussion
above under "Management Remediation Plan" describes a number of changes we have
initiated since December 31, 2005, as well as other changes that we plan to
implement in 2006, that we believe will significantly improve our internal
control over financial reporting.

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                    Position                Term(s) of Office
----                    --------                -----------------
Charles Smith           Director, CEO, CFO      May 15, 2000 to the present

Dr. Sadegh Salmassi     Director                November, 2003 to the present

Steven Onoue            Director                July, 2002 to the present


                                       11
<PAGE>

Family Relationships.  There are no family relationships between any of the
officers and directors.

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.

CHARLES SMITH. Mr. Smith graduated from Boston University, Boston, Massachusetts
in 1979 and since that time has been a Certified Public Accountant involved in
all phases of business, including the audit of companies and tax matters. He is
a consultant to various companies ranging from an art distribution company to a
junior resource company which is developing a gold property in Sinaloa State,
Mexico. Mr. Smith has significant experience in accounting and securities
matters.

Mr. Smith's business affiliations during the last five years are as follow:
Chairman - Dynacap Group, Ltd. - a consulting and management firm - 1992 to the
present; Sole proprietor as a Certified Public Accountant - 1983 to the present;
Sole officer and Director - MC Cambridge, Inc. - a financial consulting firm -
1997 to present; Sole officer and director - Asset Servicing Corporation - a
leasing company - 1998 to present; Chief Financial Officer and Director -
Electrical Generation Technology Corporation - April 2000 to present.

Mr. Smith is presently CEO and CFO of Micro Bio-Medical Waste Systems, Inc., a
subsidiary of the Company which trades on the OTC Electronic Bulletin Board
under the symbol "MBWS."

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 Micro Bio-Medical Waste Systems, Inc., a
subsidiary of the Company and a publicly traded company traded on the OTC
Electronic Bulletin Board under "MBWS."

STEVEN ONOUE. Mr. Onoue has been employed as vice president and manager of
Sanitec(TM) Services of Hawaii, Inc., a wholly-owned subsidiary of Crown
Partners, Inc., since 2000. Prior to that, Mr. Onoue was the president of Cathay
Atlantic Trading Company in Honolulu, Hawaii which traded in hard commodities
and acted as consultant to many construction and renovation projects. Mr. Onoue
acts as a community liaison and legislative analyst to Rep. Suzuki of the State
of Hawaii. Mr. Onoue has been a registered securities professional as well as a
being involved in real estate in Hawaii for more than 15 years.


                                       12
<PAGE>

Mr. Onoue is an officer and director of Micro Bio-Medical Waste Systems, Inc., a
subsidiary of the Company and a publicly traded company traded on the OTC
Electronic Bulletin Board under "MBWS."

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.

CONFLICTS OF INTEREST

Most of 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.

Item 10.    Executive Compensation.

During fiscal 2005, and as of the date of the filing of this report, none of the
Company's officers were paid any compensation by the Company except for Steven
Onoue. Mr. Onoue's compensation was not paid but accrued as a liability and is
included in the advances he made to SSH which were satisfied through the
issuance of the Company's common stock in 2006. 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.


                                       13
<PAGE>

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 August, 2005, the Company approved the Non-Employee Directors, Advisors and
Consultants Retainer Stock Plan for 2005. The Plan reserves 2,000,000 shares of
the Company's common stock for issuance to non-employees, advisors and
consultants. The Company registered the stock under the Plan in August, 2005 but
no shares had been issued as of December 31, 2005.

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 names 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.

Compensation Pursuant to Plans. Other than disclosed above, the Company has no
plan pursuant to which cash or non-cash compensation was paid or distributed
during the last fiscal year, or is proposed to be paid or distributed in the
future, to the individuals and group described in this item.

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

There were 19,582,293 shares of the Company's common stock issued and
outstanding on December 31, 2005. No preferred shares were issued and
outstanding at December 31, 2005. 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 owns 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.


                                       14
<PAGE>

                                                            Amount
Name and Address of                                   of Common Shares
Beneficial Owner                                       Currently Owned   Percent
-------------------------                             ----------------   -------
Charles Smith (1)                                                    0      0.00
20700 Ventura Blvd. #227
Woodland Hills CA 9136

Tisa Capital Corp.                                           5,670,116     28.96
20700 Ventura Blvd. #227
Woodland Hills CA 91364

Dr. Sadegh Salmassi (1)                                        156,350      0.80
20700 Ventura Blvd. #227
Woodland Hills CA 91364

Steven Onoue (1)(2)                                            307,500      1.57
20700 Ventura Blvd. #227
Woodland Hills CA 91364

Phoenix Consulting Services                                  3,733,334     19.06
21800 Oxnard Street #440
Woodland Hills CA 91367

All directors and officers                                     463,850      2.37
as a group (3)
--------------
(1) Denotes officer and/or director.
(2)Does not include the 1,855,690 shares that the Company agreed to issue to Mr.
Onoue in 2005 which shares were issued in April, 2006.

Changes in Control. There are no arrangements known to the Company, including
any pledge 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.

The Company presently leases no office space of its own but shares office space
with its attorney at no cost to it. The Company anticipates that this space is
sufficient for the near future.

During the year ended December 31, 2005, the Company continued to pay certain
expenses and obligations of its subsidiaries in order that they could continue
to operate. In the event that these subsidiaries are acquired or merged into
other entities, the Company anticipates being repaid for these advances.
However, in the event that these companies are never merged or acquired, the
Company may never be repaid. In addition, the Company may not continue to have
the ability to continue advancing funds for operations for these entities. In
the event that the Company cannot continue to fund their operations, these
subsidiaries may cease to operate and exist.

The Company entered into an agreement with an investor to invest $15,000 to the
Company to be used to bring USI's audits current so that USI can seek a merger
acquisition. The Company received $10,000 and the balance of $5,000 was paid to
USI's attorney for legal fees. As part of the agreement, the Company agreed to
issue 150,000 shares of the Company's common stock, in restricted form, to the
investor. The Company issued the shares in May, 2006.


                                       15
<PAGE>

When the Company sold its interest in NHT, it assumed NHT's outstanding accounts
payable as of the date of the transaction. At that time, the accounts payable
were approximately $59,000. As of December 31, 2005, that amount had been
reduced to $40,838.

In 2004, the Company issued 75,000 shares of its common stock and paid the sum
of $30,000 to settle a debt which was in the original amount of $93,750 and
incurred in 2001. The Company had originally pledged shares of MBWS as security
for the loan and the sale of the MBWS shares was not enough to repay the loan so
the Company was sued on the obligation which was settled as described above. In
2005, the Company recognized a $30,000 gain on settlement of this liability.

The Company reached an agreement with Steven Onoue, an officer and director, to
settle obligations owed to him by SSH through the issuance of stock of the
Company. Per the terms of the agreement the Company's recorded obligations to
Mr. Onoue were reduced from $207,051 to $185,569 which the parties agreed to
settle for the issuance of 1,855,569 shares of the Company's common stock. The
shares were issued in April, 2006. The Company recognized a gain on the
settlement of the liabilities of $21,482


In 2004, the Company received a non-refundable deposit of $45,520 from its
subsidiary, Micro Bio-Medical Waste Systems, Inc. ("MBWS") in connection with
MBWS proposed acquisition of Sanitec Services of Hawaii, Inc. ("SSH") and
recorded this liability on its books. Due to the cessation of SSH operations in
May, 2005, the Company recorded income of $45,520 from this transaction and
extinguished this liability.


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 28, 2006
Consolidated Balance Sheet
Consolidated Statements of Operations
Consolidated Statement of Changes in Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

List of Exhibits

The following exhibits are filed with this report.

Financial Statements for the Year Ended December 31, 2005.


                                       16
<PAGE>

(b) There were no Reports filed on Form 8-K during the fourth quarter of the
Company's fiscal year ended December 31, 2005.

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.

May 18, 2006                        CROWN PARTNERS, INC.


                                    /s/ Charles Smith
                                    Charles Smith, CEO, CFO, Director

May 18, 2006                        /s/ Dr. Sadegh Salmassi
                                    Dr. Sadegh Salmassi, Director


May 18, 2006                        /s/ Steven Onoue
                                    Steven Onoue, Director


                                       17
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Crown Partners, Inc.
Valencia, California

We have audited the accompanying consolidated balance sheet of Crown Partners,
Inc. as of December 31, 2005, and the consolidated statements of operations,
stockholders' deficit, and cash flows for each of the two years then ended.
These consolidated financial statements are the responsibility of Crown's
management. Our responsibility is to express an opinion on these consolidated
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 the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 Partners, Inc. as of
December 31, 2005, and the results of its operations and its cash flows for each
of the two years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that Crown will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, Crown has an accumulated deficit at December
31, 2005 of $8,182,412 and at December 31, 2005 has a working capital deficit of
$360,956. Crown will require additional working capital to develop its business
until Crown either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional financing
necessary to support its working capital requirements. These conditions raise
substantial doubt about Crown's ability to continue as a going concern.
Management's plans in regard to this matter are also described in Note 3. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.


Lopez, Blevins, Bork & Associates, LLP
Houston, Texas

April 28, 2006


<PAGE>


                              CROWN PARTNERS, INC.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2005


                             ASSETS

Current assets
  Cash                                                              $   341,833
  Marketable equity securities
                                                                         68,480
                                                                    -----------
    Total current assets                                                410,313

                                                                    -----------
Total Assets                                                        $   410,313
                                                                    ===========

             LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued expenses                             $   550,700
  Stock payable
                                                                         15,000
  Advances - related party
                                                                        185,569
  Advances - other                                                       20,000
                                                                    -----------
    Total current liabilities                                           771,269
                                                                    -----------

Commitments

STOCKHOLDERS' DEFICIT:
  Convertible preferred stock, $10 par value, 10,000,000 shares
    authorized, no shares issued and outstanding                           --
  Common stock, $.001 par value, 50,000,000 shares
    authorized, 19,582,293 shares issued and outstanding                 19,582
Additional paid in capital                                            7,801,874
Accumulated deficit                                                  (8,182,412)
                                                                    -----------
  Total Stockholders' Deficit                                          (360,956)
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   410,313
                                                                    ===========


          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

<PAGE>


                              CROWN PARTNERS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years ended December 31, 2005 and 2004


                                                         2005           2004

Revenue:
  Sales                                             $     36,982   $     85,120
  Gain on sale of securities                              14,330           --
                                                    ------------   ------------
  Total Revenue                                           51,312         85,120

Operating Expenses:
  General and administrative                             322,339      3,764,406
  Unrealized loss on securities
                                                             173           --
  Loss on sale of securities                                --          107,195
                                                    ------------   ------------
Total Expenses                                           322,512      3,871,601
                                                    ------------   ------------

Net loss from operations                                (271,200)    (3,786,481)

Other income (expense):
  Interest Income                                          1,275           --
  Interest expense                                       (20,994)       (24,246)
  Gain on sale of equity investment                      440,866           --
  Net gain on settlement of liabilities                   91,370           --
                                                    ------------   ------------
Total other income (expense)                             512,517        (24,246)

                                                    ------------   ------------
Net Income (loss)                                   $    241,317   $ (3,810,724)
                                                    ============   ============

Net income (loss) per share:
  Net income (loss) basic and diluted               $       0.01   $      (0.21)
                                                    ============   ============


Weighted average shares outstanding:
  Basic and diluted                                   19,507,663     18,000,872
                                                    ============   ============


          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.


<PAGE>



                              CROWN PARTNERS, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                          Years ended December 31, 2005

<TABLE>
<CAPTION>
                                     Common stock        Additional
                               ------------------------    paid in     Accumulated
                                  Shares      Amount       capital      deficit        Total
                               -----------  -----------  -----------  -----------   -----------
Balance,
<S>                              <C>        <C>          <C>          <C>           <C>
  December 31, 2003              8,807,293  $     8,807  $ 3,854,212  $(4,613,005)  $  (749,986)

Issuance of common
  stock for debt                    75,000           75       17,175         --          17,250

Issuance of common
  stock for cash                 3,800,000        3,800      376,200         --         380,000
Issuance of common
  stock for services             6,780,000        6,780    3,494,596         --       3,501,376


Net loss                              --           --           --     (3,810,724)   (3,810,724)
                               -----------  -----------  -----------  -----------   -----------

Balance,
  December 31, 2004             19,462,293       19,462    7,742,183   (8,423,729)     (662,084)

Issuance of common
  stock for debt                   120,000          120       16,680         --          16,800
Reclassification of
  prior year imputed interest                                 24,247                     24,247
Current year imputed
  Interest                                                    18,764                     18,764

Net Income                            --           --           --        241,317       241,317
                               -----------  -----------  -----------  -----------   -----------


Balance,
  December 31, 2005             19,582,293  $    19,582  $ 7,801,874  $(8,182,412)  $  (360,956)
                               ===========  ===========  ===========  ===========   ===========
</TABLE>


          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.

<PAGE>



                              CROWN PARTNERS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years ended December 31, 2005 and 2004

                                                          2005          2004
                                                    ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                   $    241,317   $ (3,810,724)
Adjustments to reconcile net deficit to cash used
  by operating activities:
    Depreciation and amortization                          8,852         20,950
    Write-off due to loss of equipment                    17,393           --
    Unrealized loss on securities                            173           --
    Realized loss (gain) on marketable securities        (14,330)       108,424
    Imputed interest                                      18,764           --
    Common stock for services                               --        3,501,376
    Net (gain) on settlement of liabilities              (91,370)       (19,206)
Changes in certain assets and liabilities:
  Increase  in accounts payable and accrued              113,162         17,647
  Purchases of marketable equity securities          (21,828,907)      (570,402)
  Proceeds from sale of marketable equity
    securities                                        21,774,584        461,978
  (Decrease) in related party accounts payable              --          (19,295)
                                                    ------------   ------------
CASH FLOWS USED IN OPERATING ACTIVITIES                  239,638       (309,252)
                                                    ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                      --           (2,354)
                                                    ------------   ------------
CASH FLOWS USED IN INVESTING ACTIVITIES                     --           (2,354)
                                                    ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from advances                              16,181        161,397
  Payments on advances                                  (100,000)       (44,279)
  Proceeds from sale of stock                               --          380,000
                                                    ------------   ------------
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES
                                                         (83,819)       497,118
                                                    ------------   ------------

NET INCREASE IN CASH                                     155,819        185,512
Cash, beginning of period                                186,014            502
                                                    ------------   ------------
Cash, end of period                                 $    341,833        186,014
                                                    ============   ============

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                     $       --     $       --
  Income taxes paid                                 $       --     $       --

NONCASH TRANSACTION:
  Common stock issued for debt                            16,800           --
  Reclass of imputed interest from accounts
    payable to additional paid in capital                 24,247           --



          See accompanying summary of accounting policies and notes to
                       consolidated financial statements.


<PAGE>


                              CROWN PARTNERS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

Crown Partners, Inc., a Nevada corporation, was incorporated on November 3,
1986.  Crown Partners, Inc. ("Crown") has three subsidiaries of which it is
the majority shareholder: Micro Bio-Medical Waste Systems, Inc. ("MBWS") in
which Crown owns 80% : Universal Services & Acquisitions, Inc. ("USV") in
which Crown owns 90%, and Sanitec Services of Hawaii, Inc. ("SSH")in which
Crown owns 100%.  USV is an inactive company and MBWS has limited activity.
SSH, which was in the business of disposing of medical waste products, ceased
operations in May 2005.

At December 31, 2005 Crown Partners, Inc.'s main activities and sources of
revenue are derived from daily trading in the stock markets.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The December 31, 2005 consolidated financial statements include the accounts of
Crown Partners, Inc and its majority owned subsidiaries. All significant
intercompany transactions and balances have been eliminated.

Cash and Cash Equivalents

For purposes of the statement of cash flows, Crown considers all highly liquid
debt instruments purchased with an original maturity of three months or less to
be cash equivalents.

Marketable Equity Securities

Management determines the appropriate classification of its investments in
equity securities at the time of purchase and reevaluates such determination at
each balance sheet date. Securities classified as trading securities are
recorded at fair value with unrealized gains and losses included in income.
Gains (losses) on the sale of securities are computed based on the average cost
method. The fair value of substantially all securities is determined by quoted
market prices. Securities classified as available-for-sale are carried at fair
value, with unrealized gains and losses, net of tax, reported in other
comprehensive income.


Concentrations of Credit Risk

Crown maintains its cash balances at financial institutions that are insured by
the Federal Deposit Insurance Corporation ("FDIC") up to $100,000. At December
31, 2005, Crown's cash balances exceeded the amount insured by the FDIC.
Management believes the risk of loss of cash balances in excess of the insured
limit to be low. No losses have incurred to date.


<PAGE>


Crown holds marketable equity securities in companies whose share value
fluctuates on a daily basis. The risk of fluctuations in value is based on the
market and such risk cannot be quantified.

Property and Equipment

Property and equipment are stated at cost. Major renewals and improvements are
charged to the asset accounts while replacements, maintenance and repairs, which
do not improve or extend the lives of the respective assets, are expensed. At
the time property and equipment are retired or otherwise disposed of, the asset
and related accumulated depreciation accounts are relieved of the applicable
amounts. Gains or losses from retirements or sales are credited or charged to
income.

Crown depreciates its property and equipment for financial reporting purposes
using the straight-line method based upon the following useful lives of the
assets:

      Medical equipment - 5 years
      Computer hardware - 5 years
      Computer software - 3 years

Revenue Recognition

Revenue earned from trading securities which is recognized on the day of the
trade - trade date basis.

Sales are recognized when persuasive evidence of an arrangement exists, delivery
has occurred, the sales price is fixed and determinable and collectibility is
probable. These criteria are generally met at the time product delivery is
complete or services are performed.

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.

Income Taxes

The asset and liability approach is used to account for income taxes by
recognizing deferred tax assets and liabilities for the expected future tax
consequences of temporary differences between the carrying amounts and the tax
bases of assets and liabilities. Crown records a valuation allowance to reduce
the deferred tax assets to the amount that is more likely than not to be
realized.


<PAGE>

Earnings (loss) per Share

Crown calculates earnings per share in accordance with Statement of Accounting
Standards No. 128, ("SFAS No. 128"). In accordance with SFAS No. 128, basic
earnings per share is computed using the weighted-average number of common stock
outstanding and diluted earnings per share is computed using the
weighted-average number of shares of common stock and the dilutive effect of
options and warrants outstanding, using the "Treasury Stock" method. Crown had
no option or warrants outstanding at December 31, 2005 and 2004.


Recent Accounting Pronouncements

In December 2004, the FASB issued a revision to SFAS 123 (also known as SFAS
123R) that amends existing accounting pronouncements for share-based payment
transactions in which an enterprise receives employee and certain non-employee
services in exchange for (a) equity instruments of the enterprise or (b)
liabilities that are based on the fair value of the enterprise's equity
instruments or that may be settled by the issuance of such equity instruments.
SFAS 123R eliminates the ability to account for share-based compensation
transactions using APB 25 and generally requires such transactions be accounted
for using a fair-value-based method. SFAS 123R's effective date would be
applicable for awards that are granted, modified, become vested, or settled in
cash in interim or annual periods beginning after December 15, 2005. SFAS 123R
includes three transition methods: one that provides for prospective application
and two that provide for retrospective application. Crown intends to adopt the
provisions of SFAS 123R in the first quarter of calendar 2006. At December 31,
2005 there were no options granted under Crowns stock option plan. Until such
time as options are granted there will be no impact on the financial statements
of Crown, as a result of the adoption of SFAS 123R.


NOTE 3 - FINANCIAL CONDITION AND GOING CONCERN

At December 31, 2005, Crown had an accumulated deficit of $8,182,412 and a
working capital deficit of $360,956. Crown will require additional working
capital to develop and/or renew its business operations.

Crown intends to raise additional working capital either through private
placements, public offerings and/or bank financing. Crown is also identifying
merger and/or acquisition candidates. As of April 28, 2006, no acquisition or
merger agreements have been closed.

There are no assurances that Crown will be able to either (1) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (2)
obtain additional financing through either private placement, public offerings
and/or bank financing necessary to support Crown's working capital requirements.
To the extent that funds generated from any private placements, public offerings
and/or bank financing are insufficient, Crown will have to raise additional
working capital. No assurance can be given that additional financing will be
available, or if available, will be on terms acceptable to Crown. If adequate
working capital is not available Crown may not renew its operations.


<PAGE>

These conditions raise substantial doubt about Crown's ability to continue as a
going concern. The consolidated financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should Crown be unable to continue as a going concern.


NOTE 4 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Crown's financial instruments consist of cash and marketable equity securities.
Crown estimates that the fair value of all financial instruments at December 31,
2005, as defined in SFAS 107, does not differ materially from the aggregate
carrying values of its financial instruments recorded in the accompanying
balance sheet. The estimated fair value amounts have been determined by Crown
using available market information and appropriate valuation methodologies.
Considerable judgment is required in interpreting market data to develop the
estimates of fair value, and accordingly, the estimates are not necessarily
indicative of the amounts that Crown could realize in a current market exchange.

NOTE 5 - MARKETABLE SECURITIES

Investments in trading securities at December 31, 2005 were as follows:


                                        Equity
                                      Securities
                                      ----------

               Cost                   $  68,653
               Less unrealized loss        (173)
                                      ---------
               Recorded fair value       68,480


At December 31, 2005, the company had no investments classified as
available-for-sale or held to maturity.


NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31, 2005:

                                             2005
                                         ------------
   Medical waste equipment               $    424,107
   Computer equipment                          37,491
                                         ------------
                                              461,598
   Less accumulated depreciation              461,598
                                         ------------
                                         $          -
                                         ============


                                       21
<PAGE>

The depreciation expense for the years ended December 31, 2005 and 2004 was
$8,852 and $20,950, respectively.

During 2005, Crown was locked out of the leased facilities where it held the
equipment. As a result Crown wrote-down the equipment to zero to reflect the
uncertainty regarding future recovery of the equipment. The amount of the write
down was $17,393.

NOTE 7 - STOCK PAYABLE

In 2005 Crown received $15,000 from a third party in exchange for 150,000 shares
of common stock. The stock had not been issued as of December 31, 2005 and the
$15,000 is reflected on the balance sheet as "Stock Payable".

NOTE 8 - ADVANCES

Related Party

Crown has received advances from an officer and director of the company from
time to time. During the year ended December 31, 2005 the net advances were
$16,181 and the balance of the advance was $185,569 at December 31, 2005. Crown
has imputed interest on the advance at an annual rate of 8% during the years
ended December 31, 2005 and 2004. In 2005 Crown reached a settlement on
repayment of the principal portion of the advance (see Note 9).


Third Parties

Crown has received advances from third parties from time to time. At December
31, 2005 advances from third parties were $20,000. Crown imputed interest on
these advances at an annual rate of 8% during the years ended December 31, 2005
and 2004.

Total imputed interest on the related party and third party advances for 2005
and 2004 was $18,764 and $24,247, respectively.



NOTE 9 - SETTLEMENT OF LIABILITIES

In 2005 Crown reached an agreement with one of its officers and directors
whereby the payable to him for $185,569 will be settled by the issuance of
1,855,690 shares of common stock. These shares of common stock were issued in
April of 2006.

During 2005 Crown returned $32,650 of equipment at cost to the vendor to settle
a payable for the same amount. The equipment had been fully depreciated
resulting in a gain on the settlement of $32,650.


                                       22
<PAGE>

In a prior year Crown received $45,520 as a non-refundable deposit from a third
party toward the purchase of it's wholly owned subsidiary, Sanitec Services of
Hawaii, Inc. and recorded it as a liability. During 2005 Sanitec Services of
Hawaii, Inc. ceased operations and the purchase was terminated. As a result the
deposit was taken into income and is included in gain on settlement of
liabilities.

Crown settled a $90,000 advance from a third party by paying $60,000 in cash,
and recognized a $30,000 gain on the settlement of the liability.

During 2005 Crown settled $12,000 of advances from a third party by issuing
120,000 shares of common stock. The market value of the common stock at the date
the shares of common stock was issued was $16,800 resulting in a loss of $4,800.
Per the terms of the settlement agreement Crown has to issue additional shares
of stock if the proceeds recognized by the third party are less than $12,000.
Because of the uncertainty of the recognition of the $12,000 from the sale of
the common stock Crown has accrued a $12,000 which has been recorded against the
net gain on settlement of liabilities.

NOTE 10 - SHAREHOLDER'S EQUITY

Crown is authorized to issue up to 10,000,000 shares of Preferred Stock, par
value $10.00 per share. At December 31, 2005 and 2004 there were no preferred
shares issued and outstanding.

Crown is authorized to issue up to 50,000,000 shares of Common Stock, par value
$0.001 per share. There were 19,582,293 and 19,462,293 shares outstanding at
December 31, 2005 and 2004 respectively.

In 2005 and 2004 Crown issued 120,000 of its common stock in exchange for debt
of $12,000 and 75,000 of shares of common stock in exchange for debt of $17,250.

In 2004 Crown issued 3,800,000 shares of common stock for $380,000 and 6,780,000
shares of common stock for services which were valued at $3,501,376.

In 2005, in conjunction with the settlement of a liability to an officer and
director Crown reclassified $24,247 of imputed interest previously recorded as a
liability to additional paid in capital. Imputed interest for 2005 of $18,764
was recorded to additional paid in capital for 2005.

NOTE 11 - INCOME TAXES

For the years ended December 31, 2005 and 2004, Crown had no tax expense and,
therefore, has no tax liability. The net deferred tax asset generated by the
loss carry-forward has been fully reserved. The cumulative net operating loss
carry-forward, which is subject to certain limitations, is approximately
$6,060,843 at December 31, 2005 and will expire in the years 2012 through 2024.


                                       23
<PAGE>

The (provision) benefit for federal income tax at the statutory rate of 34%
consists of the following for the years ended December 31:

                                                          2005          2004
                                                      -----------   -----------
Current (provision) benefit                           $   (82,000)  $ 1,261,000
Utilization of NOL carry forward                           82,000          --

Less: Valuation allowance                                    --      (1,261,000)
                                                      -----------   -----------
Net (provision) benefit                               $      --     $      --
                                                      ===========   ===========

Deferred income taxes consist of the following at December 31:

                                                          2005          2004
                                                      -----------   -----------
Deferred tax benefit                                  $ 2,061,000   $ 2,143,000
Less: Valuation allowance                              (2,061,000)   (2,143,000)
                                                      -----------   -----------
Net deferred tax benefit                              $      --     $      --
                                                      ===========   ===========


NOTE 12 - COMMITMENTS

Crown shares office space with its attorney in California at no charge. The
lease for the building in Hawaii expired in April 2005 and was not renewed. The
rent expense for the years ended December 31, 2005 and 2004 was $48,823 and
$103,729 respectively.


NOTE 13 - STOCK BASED COMPENSATION

Crown approved the creation of a new Non-Employee Directors, Advisors and
Consultants Stock Compensation Plan. The plan is effective August 1, 2005 with
2,000,000 shares allocated to the plan. The Company registered these shares in
August, 2005. No shares were issued as of December 31, 2005.


NOTE 14 - SALE OF EQUITY INVESTMENT

In July, 2005, the Crown sold its approximate 29% interest (unrestricted common
stock) in National Healthcare Technology, Inc. to an unrelated party for
$500,000 cash and assumed third party liabilities of National Healthcare
Technologies of $57,894. Costs associated with the transaction were $1,240.
Crown had written off its investment in National Healthcare Technologies, Inc.
in prior years, resulting in a gain from the sale of $440,866. In addition,
Crown retained 22,800 shares of common stock in National Healthcare
Technologies, Inc. common stock it had been previously issued and received an
additional 905,438 shares of National Healthcare Technology, Inc. common stock.
All the shares of common stock owned by Crown were restricted as of December 31,
2005.