PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents are hereby incorporated by reference into this registration
statement:
(a) The
Annual Report for the fiscal year ended December 31, 2007, filed by the
registrant with the Securities and Exchange Commission (the “Commission”) on
Form 10-KSB on April 21, 2008, which contains audited consolidated financial
statements for the most recent fiscal year for which such statements have
been
filed.
(b) In
addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act, prior
to the
filing of a post-effective amendment which indicates that all securities
offered
have been sold or which deregisters all securities then remaining unsold,
shall
be deemed to be incorporated by reference into this registration statement
and
to be a part hereof from the date of filing of such documents.
Item
4. Description
of Securities.
Not
applicable. The class of securities to be offered is registered under Section
12
of the Exchange Act.
Item
5. Interests
of Named Experts and Counsel.
Claudia
J. McDowell Attorney At Law has given an opinion on the validity of the
securities being registered hereunder. Ms. McDowell owns shares of the Company's
common stock and may be issued some of the shares being registered
herein.
Item
6. Indemnification
of Directors and Officers.
The
Company shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is
or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company
to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.
Pursuant
to the Company’s bylaws, the Company shall have the right to indemnify, to
purchase indemnity insurance for, and to pay and advance expenses to, Directors,
Officers and other persons who are eligible for, or entitled to, such
indemnification, payments or advances, in accordance with and subject to
the
provisions of Nevada Corporation Law and any amendments thereto, to the extent
such indemnification, payments or advances are either expressly required
by such
provisions or are expressly authorized by the Board of Directors within the
scope of such provisions. The right of the Company to indemnify such persons
shall include, but not be limited to, the authority of the Company to enter
into
written agreements for indemnification with such persons.
Subject
to the provisions of Nevada Revised Statutes and any amendments thereto,
a
Director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the Director’s
capacity as a Director, except that this provision does not eliminate or
limit
the liability of a Director to the extent the Director is found liable
for:
1)
a
breach of the Director’s duty of loyalty to the Corporation or its
shareholders;
2)
an act
or omission not in good faith that constitutes a breach of duty of the Director
to the Corporation or an act or omission that involves intentional misconduct
or
a knowing violation of the law;
3)
A
transaction from which the Director received an improper benefit, whether
or not
the benefit resulted from an action taken within the scope of the Director’s
office; or
4)
an act
or omission for which the liability of a Director is expressly provided by
an
applicable statute. Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of
1933 and is, therefore, unenforceable.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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5.
|
Opinion
regarding legality
|
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23.1
|
Consent
of Malone & Bailey P.C.
|
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23.2
|
Consent
of Claudia J. McDowell Attorney At Law (included in Exhibit
5)
|
| |
99.1 |
Consultants & Employees Stock Plan for
2007 |
Item
9. Undertakings.
(a) The
undersigned registrant hereby undertakes to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement (1) to include any material information with respect to the plan
of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; (2) that,
for
the purpose of determining any liability under the Securities Act of 1933,
each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
and
(3) to remove from registration by means of a post-effective amendment any
of
the securities being registered which remain unsold at the termination of
the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
“Act”) may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in
the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in Los Angeles,
California, on this 29th day of April, 2008.
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CROWN
EQUITY HOLDINGS INC.
A
Nevada Corporation
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|
|
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/s/
Arnulfo
Saucedo |
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By: Arnulfo Saucedo |
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Its:
CEO |
Special
Power of Attorney
The
undersigned constitute and appoint Arnulfo Saucedo their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in
his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form S-8 registration
statement, and to file the same with all exhibits thereto, and all documents
in
connection therewith, with the Securities and Exchange Commission, granting
such
attorney-in-fact the full power and authority to do and perform each and
every
act and thing requisite and necessary to be done in and about the premises,
as
fully and to all intents and purposes as he might or could do in person,
hereby
ratifying and confirming all that such attorney-in-fact may lawfully do or
cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated:
| Dated: April 29, 2008 |
/s/ Arnulfo Saucedo |
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Arnulfo Saucedo, CEO |
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|
| Dated: April 29, 2008 |
/s/ Dr. Sadegh Salmassi |
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Dr. Sadegh Salmassi, Director |
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|
| Dated: April 29, 2008 |
/s/ Steven Onoue |
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Steven Onoue, Director |
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|
| Dated: April
29, 2008 |
/s/ Montse Zaman |
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Montse Zaman, CFO |
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|
| Dated: April 29, 2008 |
/s/
Arnulfo Saucedo |
|
|
Arnulfo Saucedo,
Director |
INDEX
TO EXHIBITS
| Exhibit Number |
Description |
| |
|
| 5. |
Opinion regarding legality |
|
23.1
|
Consent
of Malone & Bailey P.C.
|
|
23.2
|
Consent
of Claudia J. McDowell Attorney At Law (included in Exhibit
5)
|
| 99.1 |
2007 Stock Compensation
Plan |