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, 2004

|_|   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)

             20700 Ventura Blvd. Suite 227, Woodland Hills CA 91364
             ------------------------------------------------------
               (Address of principal executive offices)(Zip Code)

Company's telephone number, including area code:  (818) 887-7201

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, 2004 were 19,462,293. The aggregate number of shares of the
voting stock held by non-affiliates on May 16, 2005 was 8,411,659. The market
value of these shares, computed by reference to the market closing price on May
16, 2005 was $420,583. For the purposes of the foregoing calculation only, all
directors and executive officers of the registrant have been deemed affiliates.
<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. In early 1999, its Board of
Directors entered into negotiations to acquire Multi-Source Capital, Ltd.
("MSC"), a Colorado corporation. As a condition to completing that acquisition,
the Company's shareholders approved a 200-to-1 reverse stock split and changed
the Company's name to "Stein's Holdings, Inc." MSC was a company engaged in web
design, through a wholly owned subsidiary, 20/20 Web Design, Inc.,
import/export, business consulting and related services. Also, MSC had entered
into an agreement with College Connection, Inc. dba Stein's Bakery, Inc.
("Bakery") in Lewisville, Texas to acquire its bakery operations. MSC assigned
that contract to the Company as part of its acquisition. MSC also transferred
assets, consisting mostly of cash and securities, to the Company in exchange for
the issuance of 4,247,754 shares of the Company's stock to the MSC shareholders.

The Bakery filed for protection under the US Bankruptcy Code in 2000 and certain
monies that the Company and the Company's subsidiary, 20/20 Web Design, Inc.,
advanced to the Bakery were written off due to the bankruptcy.

B) Narrative Description of Business

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 on order to pay past and
present obligations of SSH during the year ended December 31, 2004. The Company
anticipates either borrowing money or raising additional capital during fiscal
2005 to continue to fund SSH's operations. In February, 2003, SSH began to
engage in limited operations and has received minimal revenues to date. There
can be no assurances that the operations will result in material revenues to SSH
or that profitability will be achieved in the near term, if ever.

In May, 2005, Sanitec Services was evicted from its plant in Honolulu, Hawaii
and Sanitec is attempting to resolve its issues with the landlord. In the
interim, the Hawaii operation is unable to operate and Sanitec anticipates
commencing legal action against its landlord for property retained by it which
includes the machine used to process waste.

The Company has two additional subsidiaries of which it is the majority
shareholder: Micro Bio-Medical Waste Systems, Inc. formerly known as 20/20
Networks, Inc. ("Micro") and Universal Services & Acquisitions, Inc. ("USV"),
which it acquired in October, 2000.


                                       3
<PAGE>

The Company owns 80% of Micro, a Nevada corporation traded on the Electronic
Bulletin Board under "MBWS." In late 2003, the Company entered into an agreement
with Micro whereby Micro would acquire SSH from the Company in exchange for
$550,000 and the issuance of five percent (5%) of Micro's issued and outstanding
shares. As of the date of this report, that transaction has not been completed
and the Company has not received any funds from Micro.

The Company owns 90% of the issued and outstanding shares of Universal Services
& Acquisitions, Inc., a Colorado corporation. USV is a dormant shell company.

As of December 31, 2004, the Company had no employees. SSH had one employee as
of December 31, 2004.

Item 2. Properties.

The Company currently has no office space. When necessary, the Company shares
office space with SSH at SSH's warehouse at no cost to the Company. The Company
anticipates that this space is sufficient for the near future. SSH sub-leases
warehouse space in Hawaii at a rent of approximately $9,100 per month and the
sub-lease expires in April, 2005. In May 2005, the landlord evicted Sanitec from
its plant and the Company has had to cease its Hawaiian operations for the
present.


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 2004. 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.

--------------------------------------------------------------------------------
Period                    High Bid         Low Bid
--------------------------------------------------------------------------------
1st Qtr 2004               .51             .13
--------------------------------------------------------------------------------
2nd Qtr 2004               .45             .06
--------------------------------------------------------------------------------
3rd Qtr 2004               .30             .02
--------------------------------------------------------------------------------
4th Qtr 2004               .07             .02
--------------------------------------------------------------------------------


                                       4
<PAGE>

As of December 31, 2004, the Company had 19,462,293 shares of its common stock
issued and outstanding, of which 10,058,843 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 May 16, 2005.

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 acquisition of MSC and rented office
space. In 1999, the Company lent $37,500 to the 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 Net, lent $195,000 to Stein's Cake Box
("Cake Box"), a Nevada corporation which was formed by 20/20 Net to acquire
certain contracts owned by the Bakery. 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 are continuing. SSH has received some
revenues but continues to operate at a loss.

For the year ended December 31, 2004, the Company realized a net loss before
income taxes of ($3,810,724) on $85,120 in revenues and general and
administrative expenses of approximately $3,895,844. For the year ended December
31, 2003, the Company realized a net loss before income taxes of approximately
($863,128) on revenues of $34,171 and general and administrative expenses of
approximately $897,299. For the years ended December 31, 2004 and 2003, after
recording the minority interests in the losses of its subsidiaries of nil and
$90,563, respectively, the Company had a net loss of ($3,810,724) and ($772,475)
respectively. The net loss per share for the years ended December 31, 2004 and
2003 was ($.21) and ($.10), respectively.


                                       5
<PAGE>

The expenses for the year ended December 31, 2004 consisted primarily of general
and administrative expenses of approximately $3,764,406, realized loss on
securities of $107,192 and interest expense of $24,246. The expenses for the
year ended December 31, 2003 totaled approximately $898,000 which consisted of
general and administrative expenses of $501,119, an impairment expense of
$374,385 and interest expense of $21,795.

At December 31, 2004, shareholder's (deficit) totaled ($8,423,729) compared to
shareholder's deficit of ($749,986) at December 31, 2003. This increase in
shareholder's deficit is due primarily to the Company's costs of operating
itself and its subsidiaries.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2004, the Company had negative working capital of approximately
($662,000). The Company's assets for that period were approximately $212,000,
consisting of property and equipment of approximately $26,000 and cash of
$186,000. The Company's current liabilities were approximately $874,000 which
were comprised of accounts payable of approximately $516,000 and advances of
approximately $358,000. At December 31, 2003, the Company had current assets of
approximately $45,000 which consisted of property and equipment and cash of
$500. The current liabilities of the Company at December 31, 2003 were
approximately $796,000 which consisted of approximately $518,000 in trade
accounts payable, advances of approximately $197,000 and notes payable of
approximately $81,000.

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.

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

New Accounting Pronouncements.

In August, 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." This statement addresses the diverse accounting practices for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The Company will be required to adopt this
statement effective January 1, 2003. The Company does not expect the adoption of
SFAS No. 143 will have any effect on the Company's financial statement
presentation or disclosure.


                                       6
<PAGE>

In July, 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
the date of a commitment to an exit or disposal plan. Such costs covered by the
standard include lease termination costs and certain employee severance costs
that are associated with a restructuring, discontinued operation, plan closing,
or other exit or disposal activity. SFAS No. 146 replaces the previous
accounting guidance provided by the Emerging Issues Task Force Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
No. 146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The Company does not anticipate that the adoption of
SFAS No. 146 will have an effect on the Company's financial statement
presentation or disclosures.

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 a business opportunity that will allow it to generate
revenues to fund its operations but has no suitable candidates under review at
the present time. The Company, through its subsidiary, SSH, began generating
revenues during 2003 which are not enough to fund and support its Hawaiian
operations in the short term. The Company will continue to borrow funds as well
as raise capital to fund its Hawaiian operations.

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 2005.

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, 2004 reflects limited assets and
limited liabilities. Further, there exists no agreements or understandings with
regard to loan agreements by or with the Officers, Directors, principals,
affiliates or shareholders of the Company.


                                       7
<PAGE>

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.

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

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.


                                       8
<PAGE>

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." Mr. Smith is also a director of National Healthcare
Technology, Inc., traded on the OTC Bulletin Board under the symbol "NHCT".

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." Dr. Salmassi is also an officer and
director of National Healthcare Technology, Inc., traded on the OTC Bulletin
Board under the symbol "NHCT."

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.

Mr. Onoue is an officer and director of Micro Bio-Medical Waste Systems, Inc., a
subsidiary of the Company, and a director of National Healthcare Technology,
Inc., both companies publicly traded on the OTC Electronic Bulletin Board under
the symbols "MBWS" and "NHCT", respectively.

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.


                                       9
<PAGE>

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. Only Mr. Onoue works for the Company's
subsidiary on a full-time basis. 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 2004, 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. Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meeting of the
Board of Directors.

The Company has no material bonus or profit-sharing plans pursuant to which cash
or non-cash compensation is or may be paid to the Company's directors or
executive officers.

The Company has no compensatory plan or arrangements, including payments to be
received from the Company, with respect to any executive officer or director,
where such plan or arrangement would result in any compensation or remuneration
being paid resulting from the resignation, retirement or any other termination
of such executive officer's employment or from a change-in-control of the
Company or a change in such executive officer's responsibilities following a
change-in-control and the amount, including all periodic payments or
installments where the value of such compensation or remuneration exceeds
$100,000 per executive officer.


                                       10
<PAGE>

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.

The Company's subsidiary, SSH, has one employee, Steven Onoue, who is also an
officer and director of the Company. The Company employs Mr. Onoue at a salary
of $3,500 per month.

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 19,462,293 shares of the Company's common stock issued and
outstanding on December 31, 2004. No preferred shares were issued and
outstanding at December 31, 2004. 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.

                                 Amount
Name and Address of              of Common Shares
Beneficial Owner                 Currently Owned             Percent
----------------                 ---------------             -------

Charles Smith (1)                            0                 0.00



Tisa Capital Corp.                   5,670,116                29.13
20700 Ventura Blvd. #227
Woodland Hills CA 91364

Dr. Sadegh Salmassi (1)                  6,350                 0.03
20700 Ventura Blvd. #227
Woodland Hills CA 91364

Steven Onoue (2)                       307,500                 1.58
20700 Ventura Blvd. #227
Woodland Hills CA 91364


                                       11
<PAGE>

Sanitec USA National, Inc.           1,333,334                 6.85
23 Fairfield Place
West Caldwell NJ 07006

Phoenix Consulting Services          3,733,334                19.18
21800 Oxnard Street #440
Woodland Hills CA 91367

All directors and officers
as a group (3)                         313,850                 1.61

(1) Denotes officer and/or director.

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.

The Company presently leases no office space of its own. When necessary, the
Company shares office space with its subsidiary, Sanitec of Hawaii, Ltd., of
which it owns 100%, at no charge. SSH's monthly rent is approximately $9,500 and
the sub-lease expires in April 2005. The Company anticipates that this space is
sufficient for the near future.

During the year ended December 31, 2004, 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.

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 May 17, 2005
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


                                       12
<PAGE>

The following exhibits are filed with this report.

Financial Statements for the Year Ended December 31, 2004

(b) There were no Reports filed on Form 8-K during the fourth quarter of the
Company's fiscal year ended December 31, 2004.

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, 2005                          CROWN PARTNERS, INC.


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


May 18, 2005                          /s/ Dr. Sadegh Salmassi
                                      --------------------------------------
                                      Dr. Sadegh Salmassi, Director


May 18, 2005                          /s/ Steven Onoue
                                      --------------------------------------
                                      Steven Onoue, Director


                                       13
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
   Crown Partners, Inc.
   Woodland Hills, California

We have audited the accompanying consolidated balance sheet of Crown Partners,
Inc. as of December 31, 2004, and the consolidated statements of operations,
stockholders' deficit, and cash flows for each of the 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, 2004, 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 2 to the
consolidated financial statements, Crown has incurred losses through December
31, 2004 and 2003 totaling $3,810,724 and $772,475 and at December 31, 2004 had
a capital deficit of $662,084. 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 2. 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

May 17, 2005


                                       1
<PAGE>

                              CROWN PARTNERS, INC.
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2004

                                     ASSETS

Current assets
  Cash                                                              $   186,014
                                                                    -----------

    Total current assets                                                186,014

Property and equipment, net                                              26,245

                                                                    -----------
                                                                    $   212,259
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued expenses                             $   516,435
  Notes payable                                                              --
  Advances                                                              357,908
                                                                    -----------
    Total current liabilities                                           874,343
                                                                    -----------

Commitments and contingencies

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, 19,462,293 shares issued and outstanding                 19,462
Additional paid in capital                                            7,742,183
Accumulated deficit                                                  (8,423,729)
                                                                    -----------
  Total Stockholders' Deficit                                          (662,084)
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   212,259
                                                                    ===========

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


                                       2
<PAGE>

                              CROWN PARTNERS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     Years Ended December 31, 2004 and 2003

                                                      2004             2003
                                                  ------------     ------------
Revenues                                          $     85,120     $     34,171

Costs and Expenses:
  General and administrative                         3,764,406          501,119
  Impairment                                                --          374,385
  Realized loss on securities                          107,192               --
  Interest expense                                      24,246           21,795
                                                  ------------     ------------
                                                     3,895,844          897,299
                                                  ------------     ------------

Net loss before income taxes                        (3,810,724)        (863,128)

Provision for income taxes                                  --               --

                                                  ------------     ------------
Net loss before minority interest                   (3,810,724)        (863,128)

Minority interest in loss of subsidiaries                   --           90,653

                                                  ------------     ------------
Net loss                                          $ (3,810,724)    $   (772,475)
                                                  ============     ============

Net loss per share:
  Net loss basic and diluted                      $      (0.21)    $      (0.10)
                                                  ============     ============

Weighted average shares outstanding:
  Basic and diluted                                 18,000,872        8,000,871
                                                  ============     ============


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


                                       3
<PAGE>

                              CROWN PARTNERS, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                          Years Ended December 31, 2004

<TABLE>
<CAPTION>
                                       Common stock
                               ------------------------------         Additional       Accumulated
                                  Shares            Amount         paid in capital       deficit             Total
                               -----------        -----------      ---------------     -----------        -----------
<S>                              <C>              <C>                <C>               <C>                <C>
Balance,
  December 31, 2002              7,088,714        $     7,089        $ 3,665,531       $(3,840,530)       $  (167,910)

Issuance of common
  stock for debt                   600,000                600             77,400                --             78,000
Issuance of common
  stock for cash                 1,124,000              1,124            111,276                --            112,400

Shares canceled                     (5,421)                (5)                 5                --                 --

Net loss                                --                 --                 --          (772,475)          (772,475)
                               -----------        -----------        -----------       -----------        -----------

Balance,
  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)
                               ===========        ===========        ===========       ===========        ===========
</TABLE>

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


                                       4
<PAGE>

                              CROWN PARTNERS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                    2004           2003
                                                               -----------    -----------
<S>                                                            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                       $(3,810,724)   $  (772,475)
Adjustments to reconcile net deficit to cash used
  by operating activities:
    Depreciation and amortization                                   20,950        386,231
    Bad debt                                                            --         58,341
    Forgiveness of debt                                            (19,206)            --
    Common stock for services                                    3,501,376             --
    Realized loss on marketable securities                         108,424             --
Net change in:
  Accounts payable and accrued expenses                             17,647        197,209
  Accounts payable related parties                                 (19,295)            --
                                                               -----------    -----------
CASH FLOWS USED IN OPERATING ACTIVITIES                           (200,828)      (130,694)
                                                               -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital expenditures                                              (2,354)       (42,909)
  Investment in marketable securities, net of margin account      (570,402)            --
  Proceeds on sale of marketable securities                        461,978             --
                                                               -----------    -----------
CASH FLOWS USED IN INVESTING ACTIVITIES                           (110,778)       (42,909)
                                                               -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from the sale of stock                                  380,000        112,400
  Proceeds from notes payable                                      161,397         66,456
  Proceeds (payments) on advances                                  (44,279)        (6,125)
                                                               -----------    -----------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
                                                                   497,118        172,731
                                                               -----------    -----------

NET INCREASE IN CASH                                               185,512           (872)
Cash, beginning of period                                              502          1,374
                                                               -----------    -----------
Cash, end of period                                            $   186,014    $       502
                                                               ===========    ===========

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

NONCASH TRANSACTION:
  Issuance of common stock for debt                            $              $    60,000
</TABLE>

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


                                       5
<PAGE>

                              CROWN PARTNERS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Crown Partners, Inc., a Nevada corporation, was incorporated on November 3,
1986. Crown was originally incorporated as Ed Phills, Inc. and its name was
changed to Vegas Ventures, Inc., Telemall Communications, Inc. and subsequently
to Stein's Holdings, Inc. Crown was a development stage company until 1999, when
it acquired the following companies and became an active company:

Multi-Source Capital Ltd. - Merged into Stein's Holdings, Inc. in May 1999.

Micro Bio-Medical Waste Systems, Inc. - Crown acquired 80% ownership in this
company in March 1999.

In September 2000, Crown acquired 90% ownership in Universal Services and
Acquisitions, Inc.

In November 2001, Crown acquired 100% of Sanitec Services of Hawaii, Inc.

Nature of Business

Crown Partners, Inc. main activities and sources of income are derived from
daily trading in the stock markets.

Micro Bio-Medical Waste Systems, Inc. and Universal Services and Acquisitions,
Inc. are in the business of managing and acquiring subsidiary companies.

Sanitec Services of Hawaii, Inc. ("Sanitec") processes medical waste. Currently,
Sanitec has not begun operations.

Principles of Consolidation

The December 31, 2004 consolidated financial statements include the accounts of
Crown's majority owned subsidiaries. All significant intercompany transactions
and balances have been eliminated. Crown's consolidated financial statements
include the results of operations from the respective dates of acquisition
through divestiture or December 31, 2004, as applicable.

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.


                                       6
<PAGE>

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

Crown recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable and
collectibility is probable. These criteria are generally met at the time product
is shipped or services are performed. Shipping and handling costs are included
in cost of goods sold.

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.

Recent Accounting Pronouncements

Crown does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on Crown's results of operations, financial
position or cash flow.

Net Loss Per Share

Basic earnings (loss) per share is computed by dividing net income available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock.


                                       7
<PAGE>

NOTE 2 - Financial Condition And Going Concern

For the years ended December 31, 2004 and 2003, Crown incurred losses totaling
$3,810,724 and $772,475, respectively, and at December 31, 2004 had a working
capital deficit of $688,329. Because of these recurring losses, 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 May 17, 2005, 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.

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 3 - DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

Crown estimates that the fair value of all financial instruments at December 31,
2004 and 2003, as defined in FASB 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.


                                       8
<PAGE>

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                                 2004
                                                             ------------
    Medical waste equipment                                  $    456,757
    Computer equipment                                             37,491
                                                             ------------
                                                                  494,248
    Less accumulated depreciation                                 468,003
                                                             ------------
                                                             $     26,245
                                                             ============

The depreciation expense for the years ended December 31, 2004 and 2003 was
$20,950 and $386,231, respectively.

NOTE 5 - ADVANCES

The advances are unsecured and bear interest at 10% and are due upon demand.

NOTE 6 - INCOME TAXES

For the years ended December 31, 2004 and 2003, Crown incurred net losses 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 is approximately $6,000,000 at December 31, 2004, and will expire
in the years 2011 through 2023.

The provision for federal income tax consists of the following for the years
ended December 31:

                                               2004            2003
                                           -------------   -------------
    Current provision                      $          --   $          --
    Deferred provision                                --              --
                                           -------------   -------------
                                           $          --   $          --
                                           =============   =============

Deferred income taxes consist of the following at December 31,

                                                2004           2003
                                           -------------   -------------
    Long-term:
      Deferred tax assets                  $   2,000,000   $   1,120,000
      Valuation allowance                     (2,000,000)     (1,120,000)
                                           -------------   -------------
                                           $          --   $          --
                                           =============   =============

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Crown rents its facilities in California on a month to month basis from an
affiliated company and its facilities in Hawaii over a 5 year term which expired
in April 2005. The rent expense for the years ended December 31, 2004 and 2003
was $103,729 and $103,729, respectively.


                                       9
<PAGE>

NOTE 8 - SUBSEQUENT EVENT

On May 1, 2005, the landlord evicted Sanitec Services of Hawaii from its plant
in Honolulu for past due rent. At the same time, the landlord locked the
premises and has kept Sanitec from entering the premises, retrieving any
property located there and keeping Sanitec from accessing and operating its
equipment. Sanitec is working to resolve this problem but if it cannot, it faces
the loss of its equipment used to process waste which would result in Sanitec
having to cease operating completely.


                                       10