UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB




(Mark
      One)


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




For
      the
      fiscal year ended December 31, 2007




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




For
      the
      transition period from ___________ to
      ____________ .





Commission
      File Number: 33-11986-LA





CROWN
      PARTNERS, INC.


(Exact
      name of Registrant as specified in its charter)




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




9680
      W. Tropicana Suite 117, Las Vegas, NV 89147


(Address
      of principal executive offices)(Zip Code)





Company’s
      telephone number, including area code: (702)
      448-1543





Securities
      registered pursuant to Section 12(b) of the Act: None.





Name
      of
      each exchange on which registered: None.





Securities
      registered pursuant to Section 12(g) of the Act: 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
o




Check
      if
      there is no disclosure of delinquent filers to Item 405 of Regulation S-B
      contained in this form, and if no disclosure will be contained, to the best
      of
      the Registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K. o





The
      number of shares outstanding of the Company’s $.001 Par Value Common Stock, as
      of December 31, 2007 was 23,757,983. The aggregate number of shares of the
      voting stock held by non-affiliates was 10,891,343. The market value of these
      shares, computed by reference to the market closing price on April 9, 2008
      was
      $163,370. For the purposes of the foregoing calculation only, all directors
      and
      executive officers of the registrant have been deemed affiliates.









DOCUMENTS
      INCORPORATED BY REFERENCE: None.




2


PART
      I





ITEM
      1.
      BUSINESS





A)  General





Crown
      Partners, Inc. (the “Company”), has been involved in several different
      businesses. At present, it has three subsidiaries.





B)
      Narrative Description of Business





The
      Company has three subsidiaries of which it is the majority shareholder: Crown
      Equity Holdings Inc. ("CRWE"), Universal Services & Acquisitions, Inc.
      ("USV"), and Sanitec Services Ltd. ("SSH").





The
      Company owns 64% of CEQN, a Nevada corporation traded on the Electronic Bulletin
      Board under "CEQN". In 2007, CRWE begin selling computer systems for financial
      traders and is also a licensed resellers for computer components, hardware
      and
      software as well as computer accessories. In 2007, Crown continued to advance
      funds to CRWE to pay CRWE's expenses. The Company anticipates that it will
      be
      repaid these advances and loans at the time that CEQN acquires an operating
      business. In December, 2007, CRWE issued a total of ten million shares of its
      common stock in satisfaction of approximately $145,000 owed by CRWE to the
      Company. After the issuance of the shares, the Company advanced an additional
      $19,910 to CRWE.





The
      Company owns 90% of the issued and outstanding shares of Universal Services
      & Acquisitions, Inc. (“USV”), a Colorado corporation. USV is a dormant shell
      company. The Company continues to seek merger candidates for USV.





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 operations of SSH ceased
      in May, 2005 when SSH was evicted from its plant in Hawaii. At the present
      time,
      the Company is utilizing its limited capital to fund its operations as it seeks
      business opportunities.





In
      December, 2007, the Company issued 170,000 shares of its common stock in
      restricted form, to unrelated parties as compensation for services.





During
      the year ended December 31, 2006, the Company issued 9,000,000 options to
      certain officers, directors and consultants. The options are exerciseable over
      a
      five year period at $.10 per share. In accordance with SFAS No. 123R, the
      Company recorded $625,880 of expense in connection with the issuance of these
      options. None of the options have been transferred as of December 31,
      2007.





Employees





As
      of
      December 31, 2007, the Company had no employees.




3




Item
      2.
      Properties.





Prior
      to
      August 2007, Crown used office space of a related party on a rent free month
      to
      month basis. In August 2007, Crown began leasing office space for $845 per
      month. The lease expires February 23, 2008. Rent expense for the years ended
      December 31, 2007 and 2006 were $6,338 and $0, respectively.





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 2007. 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
                  Bid1stQtr 2007
              
              
              .08
              
              
              .052ndQtr 2007
              
              
              .08
              
              
              .043rdQtr 2007
              
              
              .05
              
              
              .024thQtr 2007
              
              
              .04
              
              
              .01





As
      of
      December 31, 2007, the Company had 23,757,983 shares of its common stock issued
      and outstanding, of which 10,891,343 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 March 19,
      2008.




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.*




4




OVERVIEW





Due
      to
      the present and ongoing instability in the financial markets, the Company
      experienced substantial losses in its trading activities in 2007 and 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.





In
      2007,
      CRWE minimal other income, although it was not sufficient to completely fund
      its
      operations.





The
      Company does not have adequate working capital for its current operations and
      will need additional working capital in 2008.





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, 2007 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.




5




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 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. As of December 31, 2006, the Company had disposed of
      all
      of its NHT shares.





In
      December, 2007, the Company’s subsidiary, Crown Equity Holdings Inc., issued ten
      million shares of its common stock in restricted form in satisfaction of
      $145,000 which it owed to the Company. Subsequently, the Company advanced an
      additional $19,910 to Crown Equity.




In
      December, 2007, the Company issued 170,000 shares of its common stock to
      unrelated third parties as compensation for services to the Company.





During
      the year ended December 31, 2006, the Company issued 9,000,000 options to
      certain officers, directors and consultants. The options are exerciseable over
      a
      five year period at $.10 per share. In accordance with SFAS No. 123R, the
      Company recorded $625,880 of expense in connection with the issuance of these
      options. No options had been exercised as of December 31, 2007.





For
      the
      year ended December 31, 2007, the Company realized a net loss of $423,581,
      on
      other income of $14,003, $4,133 in interest income, investment expense of
      $12,088, realized losses on sales of securities of $74,485, and general and
      administrative expenses of $355,144. For the year ended December 31, 2006,
      the
      Company realized a net loss of $1,032,668 on realized gains from the sale of
      securities of $205,762, interest income of $5,463, interest expense of $14,930
      and general and administrative expenses of $1,288,963. The net loss per share
      for the years ended December 31, 2007 and 2006 was $.02 and $.05, respectively.





At
      December 31, 2007, shareholder’s deficit totaled $9,638,661 compared to
      shareholder’s deficit of $9,215,080 at December 31, 2006. This increase in
      shareholder’s deficit is due primarily to the Company’s continuing to pay its
      subsidiaries’ expenses without sufficient income to support these expenses.





LIQUIDITY
      AND CAPITAL RESOURCES





At
      December 31, 2007, the Company had total current assets of $195,380, which
      consisted of cash of $180,182, accounts receivable of $14,003 and prepaid
      expenses of $1,195, resulting in negative working capital of $338,732. The
      Company’s current liabilities of $534,112 consisted of accounts payable of
      $197,109, accounts payable to a related party of $267,428, advances of $20,000,
      notes payable to a related party of $36,875, and notes payable of $12,700.




6




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


Item
      7.  Financial
      Statements.




8


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





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





**ITEM
      8A.**  **CONTROLS
      AND PROCEDURES**




Evaluation
      of Disclosure Controls and Procedures




Disclosure
      controls and procedures include, without limitation, controls and procedures
      designed to ensure that information required to be disclosed by an issuer in
      the
      reports that it files or submits under the Securities Exchange Act of 1934,
      as
      amended (the "Act") is accumulated and communicated to the issuer's management,
      including its principal executive and principal financial officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure. It should be noted that the design of any system of
      controls is based in part upon certain assumptions about the likelihood of
      future events, and there can be no assurance that any design will succeed in
      achieving its stated goals under all potential future conditions, regardless
      of
      how remote.  As of the end of the period covered by this Annual Report, we
      carried out an evaluation, under the supervision and with the participation
      of
      our Chief Executive Office and our Chief Financial Officer, of the effectiveness
      of the design and operation of our disclosure controls and procedures. 
Based on this evaluation, our CEO and CFO has concluded that the Company’s
      disclosure controls and procedures are not effective because of the
      identification of a material weakness in our internal control over financial
      reporting which is identified below, which we view as an integral part of our
      disclosure controls and procedures.




Changes
      in Internal Controls over Financial Reporting




We
      have
      not yet made any changes in our internal controls over financial reporting
      that
      occurred during the period covered by this report on Form 10-KSB that has
      materially affected, or is reasonably likely to materially affect, our
      internal control over financial reporting.





Management’s
      Annual Report on Internal Control Over Financial Reporting




Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in
      Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
      system was designed to provide reasonable assurance regarding the reliability
      of
      financial reporting and the preparation of financial statements for external
      purposes, in accordance with generally accepted accounting principles. Because
      of inherent limitations, a system of internal control over financial reporting
      may not prevent or detect misstatements. Also, projections of any evaluation
      of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate due to change in conditions, or that the degree of compliance with
      the policies or procedures may deteriorate.




Our
      management conducted an evaluation of the effectiveness of our internal control
      over financial reporting using the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) in Internal
      Control—Integrated Framework. Based on its evaluation, our management concluded
      that there is a material weakness in our internal control over financial
      reporting. A material weakness is a deficiency, or a combination of control
      deficiencies, in internal control over financial reporting such that there
      is a
      reasonable possibility that a material misstatement of the Company’s annual or
      interim financial statements will not be prevented or detected on a timely
      basis.




9





The
      material weakness relates to the lack of segregation of duties in financial
      reporting, as our financial reporting and all accounting functions are performed
      by an external consultant with no oversight by a professional with accounting
      expertise.  Our CEO and CFO do not possess accounting expertise and our
      company does not have an audit committee.  This weakness is due to the
      company’s lack of working capital to hire additional staff.  To remedy this
      material weakness, we intend to engage another accountant to assist with
      financial reporting as soon as our finances will allow.





This
      annual report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial
      reporting.  Management’s report was not subject to the attestation by the
      Company’s registered public accounting firm pursuant to temporary rules of the
      SEC that permit the Company to provide only management’s report in this annual
      report.





The
      Company’s management carried out an assessment of the effectiveness of the
      Company’s internal control over financial reporting as of December 31, 2007. The
      Company’s management based its evaluation on criteria set forth in the framework
      in Internal Control—Integrated Framework issued by the Committee of Sponsoring
      Organizations of theTreadway Commission. Based on that assessment, management
      has concluded that the Company’s internal control over financial reporting was
      not effective as of December 31, 2007





Item
      8B  Other
      Information





None.





Part
      III





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





Identification
      of Directors and Executive Officers of the Company





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





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


Name
              
              Position
              
              Term(s)
                  of OfficeArnulfo
                  Saucedo
              
              Director,
                  CEO
              
              Feb.,
                  2008 to the presentDr.
                  Sadegh Salmassi
              
              Director
              
              November,
                  2003 to the presentSteven
                  Onoue
              
              Director
              
              July,
                  2002 to the presentMontse
                  Zaman
              
              CFO,
                  Secretary
              
              Feb.,
                  2008 to the present




10




Family
      Relationships. There are no family relationships between any of the officers
      and
      directors except that Mr. Saucedo and Mrs. Zaman are brother and sister.





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.





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 presently a director of Crown Equity Holdings Inc., a subsidiary
      of
      the Company which trades on the OTC Electronic Bulletin Board under the symbol
      “CRWE.”




STEVEN
      ONOUE. Mr. Onoue has been employed as vice president and manager of SanitecTM
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 presently an officer and director of Crown Equity Holdings Inc., a subsidiary
      of the Company which trades on the OTC Electronic Bulletin Board under the
      symbol “CRWE.”





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





Mr.
      Saucedo is a director of Crown Equity Holdings Inc., a subsidiary of the Company
      and a publicly traded company traded on the OTC Electronic Bulletin Board under
      “CRWE.”




11





MONTSE
      ZAMAN, Montse Zaman is an administrative assistant for Crown Partners, Inc.
      and
      Crown Equity Holdings, Inc. She also works for Zaman & Company as an
      administrative assistant. She has an extensive background in journalism and
      has
      a degree in Communications from Instituto Superior De Ciencia Y Technologia A.C.
      in Mexcio





Mrs.
      Zaman is an officer of Crown Equity Holdings Inc., a subsidiary of the Company
      and a publicly traded company traded on the OTC Electronic Bulletin Board under
      “CRWE.”





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 2007, and as of the date of the filing of this report, none of the
      Company’s officers were paid any compensation by the Company. Directors are
      entitled to reimbursement for reasonable travel and other out-of-pocket expenses
      incurred in connection with attendance at meeting of the Board of
      Directors.




12





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.





*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 23,757,983 shares of the Company’s common stock issued and outstanding on
      December 31, 2007. No preferred shares were issued and outstanding at December
      31, 2007. 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.




13


Name
                    and Address of
                  Beneficial
                    Owner
              
              Amount
                    of
                      Common Shares
                    Currently
                      Owned
              
              PercentCede
                  & Co
              
              
              8,897,572
              
              
              37.45
              %9680
                  W Tropicana Ave #117Las
                  Vegas NV 89147Tisa
                  Capital Corp.
              
              
              5,670,116
              
              
              23.879680
                  W Tropicana Ave #117Las
                  Vegas NV 89147Steven
                  Onoue (1)
              
              
              2,163,190
              
              
              9.109680
                  W Tropicana Ave #117Las
                  Vegas NV 89147Phoenix
                  Consulting Services
              
              
              3,733,334
              
              
              15.719680
                  W Tropicana Ave #117Las
                  Vegas NV 89147Zaman
                  & Company(2)
              
              
              1,300,000
              
              
              5.479680
                  W Tropicana Ave #117Las
                  Vegas NV 89147Dr.
                  Sadegh Salmassi (1)
              
              
              0
              
              
              0.00
              %9680
                  W Tropicana Ave #117Las
                  Vegas NV 89147Arnulfo
                  Saucedo (1)
              
              
              0
              
              
              0.00
              %9680
                  W Tropicana Ave #117Las
                  Vegas NV 89147Montse
                  Zaman (1)(2)
              
              
              0
              
              
              0.00
              %9680
                  W Tropicana Ave #117Las
                  Vegas NV 89147Officers
                  & directors as aGroup
                  (4 persons)
              
              
              2,163,190
              
              
              9.10
              %
  (1)
        Denotes officer and/or director.
  (2)  Mrs.
        Zaman is an officer and director of Zaman & Company but disclaims beneficial
        ownership of its shares of the Company's common stock.
 
 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; and Director Independence.
 
 The
        Company presently leases office space which it shares with its subsidiary,
        Crown
        Equity Holdings Inc. The monthly rent is $845 and the parties split the rent.
        The lease expires in July, 2008. The Company anticipates that this space
        is
        sufficient for the near future.
 
 During
        the year ended December 31, 2007, 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.
  14
 
 In
        December, 2007, the Company’s subsidiary, Crown Equity Holdings Inc. issued ten
        million shares of its common stock in restricted form to the Company in
        satisfaction of approximately $145,000 which the Company was owed by Crown
        Equity. At December 31, 2007, the Company had advanced an additional $19,910
        to
        Crown Equity Holdings.
 
 In
        December, 2007, the Company issued 170,000 shares of its common stock in
        restricted form to two unrelated parties for services provided to the Company.
 
 The
        Company’s three directors are independent.
 
 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 22, 2008
  Consolidated
        Balance Sheet
  Consolidated
        Statements of Operations
  Consolidated
        Statement of Changes in Stockholders’ Deficit
  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, 2007.
  (b)
        There
        were no Reports filed on Form 8-K during the fourth quarter of the Company’s
        fiscal year ended December 31, 2007.
  15
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the registrant has duly caused this report to be signed on its behalf
        by
        the undersigned, thereunto duly authorized.
  CROWN
                PARTNERS, INC.April
                23, 2008
              
              /s/
                Arnulfo SaucedoArnulfo
                  Saucedo, CEO, Director
 April
                23, 2008
              
              /s/
                Dr. Sadegh SalmassiDr.
                  Sadegh Salmassi, Director
 April
                  23, 2008
              
              /s/
                Steven OnoueSteven
                Onoue, Director
 April
                23, 2008
              
              /s/
                Montse ZamanMontse
                  Zaman, CFO
 
 16
   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, 2007, and the consolidated statements of operations,
          stockholders’ deficit, and cash flows for 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 an audit to obtain reasonable assurance about whether the financial
          statements are free of material misstatement. The Company is not required
          to
          have, nor were we engaged to perform, an audit of its internal control
          over
          financial reporting. Our audit included consideration of internal control
          over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion. An audit also includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements, assessing the accounting principles used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audits provide a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of Crown Partners, Inc. as of
          December
          31, 2007, 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 incurred losses through December
          31, 2007 and at December 31, 2007 had negative working capital. 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.
 
 Malone
          & Bailey, PC
 www.malone-bailey.com
 Houston,
          Texas
 April
          22,
          2008
  F-1
 **CROWN
                        PARTNERS, INC.****CONSOLIDATED
                        BALANCE SHEET****December
                        31, 2007**AssetsCurrent
                        assetsCash
                    
                    $
                    180,182Accounts
                        receivable
                    
                    
                    14,003Prepaid
                        expenses
                    
                    
                    1,195Total
                        current assets
                    
                    
                    195,380Fixed
                        AssetsEquipment,
                        net of accumulated depreciation
                    
                    
                    68,753Total
                        Assets
                    
                    $
                    264,133Liabilities
                        & Stockholder's DeficitCurrent
                        liabilitiesAccounts
                        payable and accrued expenses
                    
                    $
                    197,109Accounts
                        payable - related party
                    
                    
                    267,428Advances
                        - other
                    
                    
                    20,000Note
                        payable - related party
                    
                    
                    36,875Note
                        payable
                    
                    
                    12,700Total
                        current liabilities
                    
                    
                    534,112Commitments
                        and contingencies
                    
                    
                    -Stockholders’
                        deficit:Convertible
                        preferred stock, $10 par value, 10,000,000shares
                        authorized, no shares issued and outstanding
                    
                    
                    -Common
                        stock, $.001 par value, 5,000,000,000 sharesauthorized,
                        23,757,983 shares issued and outstanding
                    
                    
                    23,758Additional
                        paid in capital
                    
                    
                    9,344,924Accumulated
                        deficit
                    
                    
                    (9,638,661
                    )Total
                        stockholder's deficit
                    
                    
                    (269,979
                    )Total
                        Liabilities & Stockholders's deficit
                    
                    $
                    264,133
 See
            summary of significant accounting policies and notes to financial
            statements.
  F-2
   **CROWN
                      PARTNERS, INC.****CONSOLIDATED
                      STATEMENTS OF OPERATIONS****Years
                      Ended December 31, 2007 and 2006**
  **2007**
                  
                  **2006**Revenue:
                  
                  $
                  -
                  
                  $
                  -Expenses:General
                      and administrative
                  
                  
                  355,144
                  
                  
                  1,228,963Net
                      loss from operations
                  
                  
                  (355,144
                  )
                  
                  (1,228,963
                  )Other
                      income (expense):Other
                      income
                  
                  
                  14,003
                  
                  
                  -Interest
                      income (expense)
                  
                  
                  4,133
                  
                  
                  5,463Investment/interest
                      expense
                  
                  
                  (12,088
                  )
                  
                  (14,930
                  )Realized
                      gain (loss) on securities
                  
                  
                  (74,485
                  )
                  
                  205,762Total
                      other income (expense)
                  
                  
                  (68,437
                  )
                  
                  196,295Net
                      loss
                  
                  $
                  (423,581
                  )
                  $
                  (1,032,668
                  )Net
                      loss per share:
                  
                  $
                  (0.02
                  )
                  $
                  (0.05
                  )Net
                      loss basic and dilutedWeighted
                      average shares outstanding:
                  
                  
                  23,587,983
                  
                  
                  22,266,268Basic
                      and diluted
 See
            summary of significant accounting policies and notes to financial
            statements.
 F-3
 **CROWN
                      PARTNERS, INC.****CONSOLIDATED
                      STATEMENT OF STOCKHOLDER'S DEFICIT****Years
                      Ended December 31, 2007 and 2006**
  **Additional****Common
                      Shares**
                  
                  **Paid
                      In**
                  
                  **Accumulated****Shares**
                  
                  **Amount**
                  
                  **Capital**
                  
                  **Deficit**
                  
                  **Total**Balance,
                      December 31, 2005
                  
                  
                  19,582,293
                  
                  $
                  19,582
                  
                  $
                  7,801,874
                  
                  $
                  (8,182,412
                  )
                  $
                  (360,956
                  )Issuance
                      of Common Stock for stock payable
                  
                  
                  150,000
                  
                  
                  150
                  
                  
                  14,850
                  
                  
                  
                  
                  
                  15,000Issuance
                      of Common Stock for settlement of related party debt
                  
                  
                  2,000,000
                  
                  
                  2,000
                  
                  
                  258,000
                  
                  
                  
                  
                  
                  260,000Issuance
                      of Common Stock for settlement of related party liability
                  
                  
                  1,855,690
                  
                  
                  1,856
                  
                  
                  276,498
                  
                  
                  
                  
                  
                  278,354Issuance
                      of Common Stock by subsidiary for settlement of related party
                      liability
                  
                  
                  
                  
                  
                  
                  
                  
                  255,000
                  
                  
                  
                  
                  
                  255,000Issuance
                      of stock options
                  
                  
                  
                  
                  
                  
                  
                  
                  625,880
                  
                  
                  
                  
                  
                  625,880Imputed
                      interest on related party debt
                  
                  
                  
                  
                  
                  
                  
                  
                  5,592
                  
                  
                  
                  
                  
                  5,592Net
                      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (1,032,668
                  )
                  
                  (1,032,668
                  )Balance,
                      December 30, 2006
                  
                  
                  23,587,983
                  
                  
                  23,588
                  
                  
                  9,237,694
                  
                  
                  (9,215,080
                  )
                  
                  46,202Issuance
                      of common stock for services
                  
                  
                  170,000
                  
                  
                  170
                  
                  
                  3,230
                  
                  
                  
                  
                  
                  3,400Issuance
                      of common stock by subsidiary for cash
                  
                  
                  
                  
                  
                  
                  
                  
                  104,000
                  
                  
                  
                  
                  
                  104,000Net
                      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (423,581
                  )
                  
                  (423,581
                  )Balance,
                      December 31, 2007
                  
                  
                  23,757,983
                  
                  $
                  23,758
                  
                  $
                  9,344,924
                  
                  $
                  (9,638,661
                  )
                  $
                  (269,979
                  )
 See
            summary of significant accounting policies and notes to financial
            statements.
  F-4
 
 **CROWN
                    PARTNERS, INC.****CONSOLIDATED
                    STATEMENTS OF CASH FLOWS****Years
                    Ended December 31, 2007 and 2006**
  **2007**
                
                **2006**CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    Loss
                
                $
                (423,581
                )
                $
                (1,032,668
                )Adjustments
                    to reconcile net loss to cash provided by (used in) operating
                    activities:Operating
                    activities:Realized
                    gain on sale of marketable securities
                
                
                74,485
                
                
                (205,762
                )Imputed
                    Interest
                
                
                -
                
                
                5,592Depreciaiton
                    Expense
                
                
                7,380
                
                
                -Common
                    Stock issued for Services
                
                
                3,400
                
                
                -Stock
                    options issued for services
                
                
                -
                
                
                625,880Common
                    stock of subsidiary issued in excess of related party
                    liability
                
                
                -
                
                
                73,328Common
                    stock issued in excess of related party liability
                
                
                -
                
                
                252,785Changes
                    in operating assets and liabilities:Accounts
                    Receivable
                
                
                (14,003
                )
                
                -Prepaids
                    & Other Assets
                
                
                (1,195
                )
                
                -Investments
                    in marketable securities
                
                
                (41,534,260
                )
                
                (23,580,338
                )Proceeds
                    from sale of marketable securities
                
                
                41,459,775
                
                
                23,854,580Accounts
                    Payable and accrued expenses
                
                
                (56,408
                )
                
                (15,871
                )Related
                    Party Accounts Payable
                
                
                94,630
                
                
                148,312Cash
                    flows provided by (used in) operating activities
                
                
                (389,777
                )
                
                125,838CASH
                    FLOWS FROM INVESTING ACTIVITIESPurchase
                    of Fixed Assets
                
                
                (76,133
                )
                
                -Cash
                    flows used in investing activities
                
                
                (76,133
                )
                
                -CASH
                    FLOWS FROM FINANCING ACTIVITIESAdvances
                    from related party
                
                
                24,846
                
                
                -Note
                    payable - related party, net
                
                
                36,875Proceeds
                    from note payable
                
                
                12,700
                
                
                -Proceeds
                    from the sale of subsidiary stock
                
                
                104,000
                
                
                -Cash
                    flows used in financing activities
                
                
                178,421
                
                
                -Net
                    Increase (Decrease) in Cash
                
                
                (287,489
                )
                
                125,838Cash,
                    beginning of period
                
                
                467,671
                
                
                341,833Cash,
                    end of period
                
                $
                180,182
                
                $
                467,671Noncash
                    transactionsCommon
                    stock issued for stock payable
                
                $
                -
                
                $
                15,000Common
                    stock issued in satisfaction of related party debt
                
                
                -
                
                
                285,569Common
                    stock issued by subsidiary for debt
                    cancellation
                
                
                -
                
                
                181,672
  See
            summary of significant accounting policies and notes to financial
            statements.
  F-5
  **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 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.'s main activities and sources of income are derived from
          daily
          trading in the stock markets.
 
 In
          May,
          2005, Sanitec Services of Hawaii was evicted from its premises in Honolulu
          and
          has ceased operations.
 
 NOTE
          2 -
          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Principles
          of Consolidation
 
 The
          December 31, 2007 consolidated financial statements include the accounts
          of
          Crown’s majority owned subsidiaries. All significant intercompany transactions
          and balances have been eliminated.
 
 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.
  F-6
  Revenue
          Recognition
 
 Crown
          recognizes revenue when persuasive evidence of an arrangement exists, services
          have been rendered, the sales price is fixed or determinable, and collectibility
          is reasonably assured.
 
 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.
 
 Investments
 
 Investments
          are classified as investments in trading securities and are held for resale
          in
          anticipation of short-term market movements or until such securities are
          registered or are otherwise unrestricted. Trading account assets, consisting
          of
          marketable equity securities, are stated at fair value. Unrealized gains
          or
          losses are recognized in the statement of operations on a monthly basis
          based on
          changes in the fair value of the security as quoted on national or inter-dealer
          stock exchanges. Realized gains or losses are recognized in the statement
          of
          operations as trading profits when the equity instruments are sold. There
          were
          no investments as of December 31, 2007.
 
 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,
          2007, Crown’s cash balances exceeded the amount insured by the FDIC. Management
          believes the risk of loss of cash balances in excess of the insure limit
          to be
          low.
 
 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 which is typically 3-5 years.
 
 Impairment
          of long-lived assets
 
 The
          Company reviews the carrying value of its long-lived assets annually or
          whenever
          events or changes in circumstances indicate that the historical-cost carrying
          value of an asset may no longer be appropriate. The Company assesses
          recoverability of the asset by comparing the undiscounted future net cash
          flows
          expected to result from the asset to its carrying value. If the carrying
          value
          exceeds the undiscounted future net cash flows of the asset, an impairment
          loss
          is measured and recognized. An impairment loss is measured as the difference
          between the net book value and the fair value of the long-lived asset.
          Fair
          value is estimated based upon either discounted cash flow analysis or estimated
          salvage value. No impairment charge was recorded in the years ended December
          31,
          2007 or 2006.
  F-7
 
 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.
 
 Net
          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
          9,000,000 option outstanding at December 31, 2007 and at December 31, 2006
          with
          none being issued in 2007.  Basic
          and
          diluted net loss per share are the same due to the anti-dilutive effect
          of the
          options.
 
 Stock
          based compensation
 
 Crown
          adopted SFAS No. 123(R), on January 1, 2006 using the modified
          prospective method. SFAS 123(R) requires companies to measure the cost
          of
          employee services received in exchange for an award of an equity instrument
          based on the grant-date fair value of the award. For stock-based awards
          granted
          on or after January 1, 2006, stock-based compensation expense is recognized
          on a
          straight-line basis over the requisite service period. In prior years,
          we
          accounted for stock-based awards under APB No. 25, “Accounting for Stock
          Issued to Employees.” We account for non-employee share-based awards in
          accordance with EITF No. 96-18,
          “Accounting for Equity Instruments That Are Issued to Other Than Employees
          for
          Acquisition, or in Conjunction with Selling, Goods or Services.”
 
 Recent
          Accounting Pronouncements
 
 In
          June 2006, the Financial Accounting Standards Board (FASB) issued FASB
          Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
          interpretation of FASB Statement No. 109” (FIN 48). This Interpretation
          provides guidance on recognition, classification and disclosure concerning
          uncertain tax liabilities. The evaluation of a tax position requires recognition
          of a tax benefit if it is more likely than not it will be sustained upon
          examination. We adopted this Interpretation effective January 1, 2007. The
          adoption did not have a material impact on our consolidated financial
          statements
 
 In
          September 2006, the FASB issued SFAS No. 157 "Fair Value Measurements"
          ("SFAS
          No. 157"), which defines fair value, establishes a framework for measuring
          fair
          value, and expands disclosures about fair value measurements. The provisions
          of
          SFAS No. 157 are effective for fiscal years beginning after November 15,
          2007.
          Because our marketable securities are valued using quoted prices, we expect
          SFAS
          No. 157 to only impact our disclosures. We expect to adopt SFAS No. 157
          beginning January 1, 2008.
 
 Crown
          Equity does not expect the adoption of recently issued accounting pronouncements
          to have a significant impact on Crown Equity's results of operations, financial
          position or cash flow.
  F-8
  NOTE
          3 -
          FINANCIAL CONDITION AND GOING CONCERN
 
 At
          December 31, 2007, Crown had negative working capital. Because of recurring
          negative equity, 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 December 31, 2007, 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
          4 -
          PROPERTY AND EQUIPMENT
 
 Property
          and equipment consist of the following:
 
 2007Medical
                    waste equipment
                
                $
                424,107Computer
                    equipment
                
                
                113,625537,732Less
                    accumulated depreciation
                
                
                468,979$
                68,753
 
 The
          depreciation expense for the years ended December 31, 2007 and 2006 was
          $7,380
          and $0, respectively.
 
 NOTE
          5-
          NOTE PAYABLE
  During
          the quarter ended March 31, 2007, we borrowed $12,700 from an unrelated
          third
          party. The loan is unsecured, due April 1, 2008 and accrues interest at
          12% per
          annum. The note can be converted into common shares of the company at the
          holder’s option at a to be determined in the future conversion price. Amounts
          outstanding under this agreement subsequent to April 1, 2008 are subject
          to
          interest at 18% per annum.
  F-9
  NOTE
          6 -
          RELATED PARTY TRANSACTIONS
  During
          May 2006, we issued 2,000,000 shares valued at $260,000 as payment for
          related
          party accounts payable of $100,000, which resulted in a loss on settlement
          of
          debt of $160,000.
 
 Crown
          has
          received funds from an Officer and Director of the company from time to
          time. In
          2005 Crown reached a settlement with him to forgive $54,132 and settle
          the
          balance of the $185,569 by issuing 1,855,690 shares of common stock. These
          shares were issued in April of 2006.
 
 In
          December 2007, Crown Equity issued 10,000,000 shares of common stock valued
          at
          $2,100,000 for the extinguishment of $145,000 in debt to Crown for advances
          made
          in previous periods. Accordingly, the value of the stock issued to the
          parent
          company was recorded as paid-in-capital and the value of the common stock
          in
          excess of the debt was recorded as expense on Crown Equity’s books. These items
          were eliminated upon consolidation.
 
 Legal
          services are provided by a related party of the company. For the years
          ended
          December 31, 2007 and 2006, Crown recorded $204,425 and $168,422, respectively,
          in related party legal fees. As of December 31, 2007, $203,403 was outstanding
          for legal services.
 
 In
          2007,
          $18,000 was paid to a related party consultant.
 
 During
          December 2007, Crown Equity’s Chief Financial Officer advanced the company
          $60,500 for the purchase of fixed assets. As of December 31, 2007, $36,875
          is
          outstanding. In addition, $24,846 was owed for reimbursable
          expenses.
 
 NOTE
          7 -
          COMMON STOCK
 
 During
          2007, Crown issued 170,000 shares for services valued at $3,400.
 
 During
          2007, Crown’s majority owned subsidiary, Crown Equity Holdings, Inc. issued
          1,040,000 shares of Crown Equity’s common stock for cash. This is accounted for
          as a contribution to capital on Crown’s books.
  F-10
 
 NOTE
          8 -
          INCOME TAXES
 
 The
          Company follows FASB Statement Number 109, Accounting for Income Taxes.
          Deferred
          income taxes reflect the net tax effects of (a) temporary differences between
          the carrying amounts of assets and liabilities for financial reporting
          purposes
          and the amounts used for income tax reporting purposes, and (b) net operating
          loss carry forwards. The cumulative tax effect at the expected tax rate
          of 34%
          of significant items comprising the Company’s net deferred tax amounts as of
          December 31, 2007 are as follows:
  Deferred
          tax assets attributable to:
 Total
                      Deferred Tax Benefit
                  
                  $
                  2,231,290Valuation
                      Allowance
                  
                  
                  (2,231,290
                  )Net
                      Deferred Tax Benefit
                  
                  $
                  -
  NOTE
          9 -
          COMMITMENTS AND CONTINGENCIES
 
 Prior
          to
          August 2007, Crown used office space of a related party on a rent free
          month to
          month basis. In August 2007, Crown began leasing office space for $845
          per
          month. The lease expires February 23, 2008. Rent expense for the years
          ended
          December 31, 2007 and 2006 were $6,338 and $0, respectively.
 
 NOTE
          10 -
          STOCK BASED COMPENSATION
 
 In
          2006,
          Crown adopted the Crown Partners, Inc. 2006 Stock Option Plan "2006 Plan").
          The
          Plan provides for the granting of stock options and other stock grants
          to
          certain directors, key employees and certain independent contractors of
          Crown.
          Options granted under the Plan may be either incentive stock options or
          nonqualified stock options. Incentive stock options ("ISO") may be granted
          only
          to Company employees (including officers and directors who are also employees).
          Nonqualified stock options ("NSO") may be granted to Company employees
          and
          consultants. Crown has reserved 10,000,000 shares of common stock for issuance
          under the Plan.
 
 Options
          under the Plan may be granted for periods of up to ten years and at an
          exercise
          price equal to the estimated fair value of the shares on the date of grant
          as
          determined by the Board of Directors, provided, however, that the exercise
          price
          of an ISO and NSO granted to a 10% shareholder shall not be less than 110%
          of
          the estimated fair value of the shares on the date of grant. To date, options
          granted generally are exercisable immediately as of the effective date
          of the
          option agreement.
 
 Summary
          information regarding options is as follows:
 
 Options
                
                Weighted
                    Average Exercise Price
                
                Aggregate
                    Intrinsic Value
                
                Weighted
                    Average Contractual Life (Years)Outstanding
                    at December 31, 2005
                
                
                -
                
                $
                -
                
                $
                -
                
                
                -Granted
                
                
                9,000,000
                
                $
                .10
                
                
                -
                
                
                5.0Forfeited
                
                
                -
                
                
                -
                
                
                -
                
                
                -Expired
                
                
                -
                
                
                -
                
                
                -
                
                
                -Outstanding
                    at December 31, 2006
                
                
                9,000,000
                
                $
                .10
                
                
                -
                
                
                5.0Granted
                
                
                -
                
                
                -
                
                
                -
                
                
                -Forfeited
                
                
                -
                
                
                -
                
                
                -
                
                
                -Expired
                
                
                -
                
                
                -
                
                
                -
                
                
                -Outstanding
                    at December 31, 2007
                
                
                9,000,000
                
                $
                .10
                
                
                -
                
                
                5.0Exercisable
                    at December 31, 2007
                
                
                9,000,000
                
                $
                .10
                
                
                -
                
                
                5.0
 
 F-11
  We
          adopted SFAS No. 123R effective January 1, 2006. In our statement of operations
          for the year ended December 31, 2007 and 2006, we recorded $0 and $625,880
          respectively of compensation cost for stock option share-based payment
          arrangements. No stock options were exercised during the year ended December
          31,
          2007 or the year ended December 31, 2006.
 
 During
          the year ended December 31, 2006 the fair value of each stock option award
          was
          determined as of the date of grant using the Black-Scholes option-pricing
          model
          with the following assumptions:
 Expected
                      Volatility
                  
                  
                  245.2
                  %Expected
                      term (years)
                  
                  
                  5Risk-free
                      interest rate
                  
                  
                  4.51
                  %Expected
                      dividend yield
                  
                  
                  —
 Expected
          volatility is based solely on historical volatility of our common stock
          over the
          period commensurate with the expected term of the stock options. We rely
          solely
          on historical volatility because we do not have traded options. The expected
          term calculation for stock options is based on the actual vesting period
          of the
          options. The risk-free interest rate is based on the U.S. Treasury yield
          in
          effect at the time of grant for an instrument with a maturity that is
          commensurate with the expected term of the stock options. The dividend
          yield of
          zero is based on the fact that we have never paid cash dividends on our
          common
          stock, and we have no present intention to pay cash dividends.
 
 NOTE
          11 -
          SALE OF EQUITY INVESTMENT
 
 In
          July,
          2005, Crown sold its approximate 29% interest (unrestricted common stock)
          in
          National Healthcare Technology, Inc. ("NHT") to an unrelated party for
          $500,000
          cash and assumed third party liabilities of NHT of $57,894. Costs associated
          with the transaction were $1,240. Crown had written off its investment
          in NHT in
          prior years, resulting in a gain from the sale of $440,866. In addition,
          Crown
          retained 22,800 shares of common stock in NHT common stock it
 had
          been
          previously issued and received an additional 905,438 shares of NHT common
          stock.
          All the shares of common stock owned by Crown were restricted as of December
          31,
          2005. During 2006, Crown sold most of the remaining shares of NHT and recognized
          a gain of $124,511. At December 31, 2006, the Company held 87,111 shares
          of NHT,
          which shares were sold during the first quarter of 2007.
 
 NOTE
          12 -
          MAJOR CUSTOMERS
 
 In
          2007
          of 100% of other income was from selling three customers some of our fixed
          assets that were never placed in service. In 2006, Crown had no major
          customers.
  NOTE
          13 -
          SUBSEQUENT EVENTS
 In
            March
            of 2008, Crown sold 4,500,000 shares of common stock at $.005 for total
            proceeds
            of $22,500.
  F-12