UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 Current Report

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

        Date of report (Date of Earliest event reported): March 7, 2002

                       Commission File Number: 33-11986-LA

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

          Nevada                                    88-022660
          ------                                    ---------
(State or other jurisdiction of                    (IRS Employer
 incorporation or organization)                 Identification Number)

            21800 Oxnard Street Suite 440, Woodland Hills CA   91367
            ----------------------------------------------------------
               (Address of principal executive offices)     (Zip Code)

        Company's telephone number, including area code: (818) 598-6780
                                                         --------------

                             STEIN'S HOLDINGS, INC.
                             ----------------------
          (Former name or former address, if changed since last report)


                                        1
<PAGE>

ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a) On February 22, 2002, Crown Partners, Inc. formerly known as Stein's
Holdings, Inc. (the "Company") engaged Malone & Bailey, PLLC ("Malone") as its
independent auditors for the fiscal year ended December 31, 2001, to replace the
firm of Moffitt & Company, PC ("Moffitt"), who resigned as the independent
auditors of the Company effective on such date. The decision to change
independent auditors was approved by the Company's Board of Directors.

The reports of Moffitt on the Company's audited financial statements for the
years ended December 31, 2000 and 1999 and for the interim periods ended March
31, 2001, June 30, 2001 and September 30, 2001 and to the date of this Report,
did not contain adverse opinions or disclaimers of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company's financial statements for the
years ended December 31, 2000 and 1999 and the reviews of the interim periods
ended March 31, 2001, June 30, 2001 and September 30, 2001 and through the
subsequent period ended as of the date of this report, there were no
disagreements ("Disagreements") as defined in Item 304 (a)(1)(iv) and the
instructions to Item 304 of Regulation S-K, as amended, promulgated by the
Securities and Exchange Commission ("Regulation S-K") with Moffitt on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope and procedure which, if not resolved to the satisfaction of
Moffitt, would have caused Moffitt to make reference to the matter in its
reports. In addition, during the years ended December 31, 2000 and December 31,
1999, the interim periods ended March 31, 2001, June 30, 2001 and September 30,
2001 and through the subsequent period ended as of the date of this Agreement,
there were no reportable events ("Reportable Events") as defined in Item 304
(a)(1)(v) of Regulation S-K. The Company has requested that Moffitt furnish it
with a letter addressed to the Securities and Exchange Commission, stating
whether it agrees with the above statements, a copy of which is attached as an
exhibit.

(b) On February 22, 2002, the Company engaged Malone & Bailey, PLLC as its
independent auditors for the fiscal year ended December 31, 2001. At no time
preceding February 22, 2002 has the Company (or anyone on behalf of the Company)
consulted with Malone on matters regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
or (ii) any matter that was the subject of a Disagreement with Moffitt or a
Reportable Event.

ITEM 5. Other Events and Regulation FD Disclosure.

The Company has changed its name to Crown Partners, Inc. effective as of January
22, 2002. The Company's new trading symbol is "CRWP".

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)   Not applicable.

(b)   Not applicable.

(c)   Exhibits

      16. Letter, dated March 7, 2002 from Moffitt & Company, CPAS to the
      Securities and Exchange Commission.


                                        2

<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    CROWN PARTNERS, INC. formerly known as
                                    STEIN'S HOLDINGS, INC.


Date: March 7, 2002                 By:/s/ Charles Smith
                                       -----------------
                                       Charles Smith, CFO

                                  EXHIBIT INDEX

No.         Description

3.          Amended Articles of Incorporation

16.         Letter dated March 7, 2002 from Moffitt & Company, CPAS to the
            Securities and Exchange Commission


                                        3
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K
                                 Current Report

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

        Date of report (Date of Earliest event reported): March 7, 2002

                       Commission File Number: 33-11986-LA

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

          Nevada                                    88-022660
          ------                                    ---------
(State or other jurisdiction of                    (IRS Employer
 incorporation or organization)                 Identification Number)

            21800 Oxnard Street Suite 440, Woodland Hills CA   91367
            ----------------------------------------------------------
               (Address of principal executive offices)     (Zip Code)

        Company's telephone number, including area code: (818) 598-6780
                                                         --------------

                             STEIN'S HOLDINGS, INC.
                             ----------------------
          (Former name or former address, if changed since last report)

                                        1
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a) On February 22, 2002, Crown Partners, Inc. formerly known as Stein's
Holdings, Inc. (the "Company") engaged Malone & Bailey, PLLC ("Malone") as its
independent auditors for the fiscal year ended December 31, 2001, to replace the
firm of Moffitt & Company, PC ("Moffitt"), who resigned as the independent
auditors of the Company effective on such date. The decision to change
independent auditors was approved by the Company's Board of Directors.

The reports of Moffitt on the Company's audited financial statements for the
years ended December 31, 2000 and 1999 and for the interim periods ended March
31, 2001, June 30, 2001 and September 30, 2001 and to the date of this Report,
did not contain adverse opinions or disclaimers of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company's financial statements for the
years ended December 31, 2000 and 1999 and the reviews of the interim periods
ended March 31, 2001, June 30, 2001 and September 30, 2001 and through the
subsequent period ended as of the date of this report, there were no
disagreements ("Disagreements") as defined in Item 304 (a)(1)(iv) and the
instructions to Item 304 of Regulation S-K, as amended, promulgated by the
Securities and Exchange Commission ("Regulation S-K") with Moffitt on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope and procedure which, if not resolved to the satisfaction of
Moffitt, would have caused Moffitt to make reference to the matter in its
reports. In addition, during the years ended December 31, 2000 and December 31,
1999, the interim periods ended March 31, 2001, June 30, 2001 and September 30,
2001 and through the subsequent period ended as of the date of this Agreement,
there were no reportable events ("Reportable Events") as defined in Item 304
(a)(1)(v) of Regulation S-K. The Company has requested that Moffitt furnish it
with a letter addressed to the Securities and Exchange Commission, stating
whether it agrees with the above statements, a copy of which is attached as an
exhibit.

(b) On February 22, 2002, the Company engaged Malone & Bailey, PLLC as its
independent auditors for the fiscal year ended December 31, 2001. At no time
preceding February 22, 2002 has the Company (or anyone on behalf of the Company)
consulted with Malone on matters regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements,
or (ii) any matter that was the subject of a Disagreement with Moffitt or a
Reportable Event.

ITEM 5. Other Events and Regulation FD Disclosure.

The Company has changed its name to Crown Partners, Inc. effective as of January
22, 2002. The Company's new trading symbol is "CRWP".

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)   Not applicable.

(b)   Not applicable.

(c)   Exhibits

      16. Letter, dated March 7, 2002 from Moffitt & Company, CPAS to the
      Securities and Exchange Commission.

                                        2
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    CROWN PARTNERS, INC. formerly known as
                                    STEIN'S HOLDINGS, INC.

Date: March 7, 2002                 By:/s/ Charles Smith
                                       -----------------
                                       Charles Smith, CFO

                                  EXHIBIT INDEX

No.         Description

3.          Amended Articles of Incorporation

16.         Letter dated March 7, 2002 from Moffitt & Company, CPAS to the
            Securities and Exchange Commission

                                        3