Unassociated Document
SCHEDULE
14C
(Rule
14c-101)
INFORMATION
REQUIRED IN INFORMATION STATEMENT
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
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Check
the appropriate box:
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Preliminary
information statement
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Confidential,
for use of the Commission only
(as
permitted by Rule 14c-5(d)(2))
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Definitive
information statement
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CROWN
EQUITY HOLDINGS INC.
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(Name
of Registrant as Specified in Its Charter)
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Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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INFORMATION
STATEMENT
CROWN
EQUITY HOLDINGS INC.
9680
West Tropicana Avenue Suite 117
Las
Vegas NV 89147
(702)
448-1543
INFORMATION
STATEMENT
WE
ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
This
information statement (the “Information Statement”) is furnished to the
shareholders of CROWN EQUITY HOLDINGS INC., a Nevada corporation (the
“Company”), with respect to certain corporate actions of the Company. This
Information statement is first being provided to shareholders on or about
November 27, 2007.
The
corporate action involves the following proposals (the “Proposal”):
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1.
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To
approve an amendment to the Company’s Articles of Incorporation to
increase the authorized common stock, par value $0.001 per share,
of the
Company from 500,000,000 shares to 5,000,000,000 shares; and
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2.
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To
ratify the adoption of the Crown Equity Holdings Inc. 2007 Consultant
and
Employee Services Plan.
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ONLY
THE
COMPANY’S SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON NOVEMBER 27, 2007
(THE “RECORD DATE”) ARE ENTITLED TO NOTICE OF THE PROPOSAL. PRINCIPAL
SHAREHOLDERS WHO, AS OF THE RECORD DATE, WILL COLLECTIVELY HOLD IN EXCESS OF
50%
OF THE COMPANY’S 53,244,650 ISSUED AND OUTSTANDING SHARES ENTITLED TO VOTE ON
THE PROPOSALS HAVE INDICATED THAT THEY WILL VOTE IN FAVOR OF THE PROPOSALS.
AS A
RESULT, THE PROPOSALS SHOULD BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY
OTHER SHAREHOLDERS OF THE COMPANY. THIS ACTION IS EXPECTED TO BE TAKEN NOT
LESS
THAN TWENTY (20) DAYS FROM THE MAILING OF THIS INFORMATION STATEMENT, BUT AS
SOON THEREAFTER AS PRACTICABLE.
BY
ORDER OF THE BOARD OF DIRECTORS
/s/
Claudia Zaman
Claudia
Zaman
Chief
Executive Officer
Las
Vegas, Nevada
November
26, 2007
CROWN
EQUITY HOLDINGS INC.
9680
West Tropicana Avenue Suite 117
Las
Vegas, Nevada 89147
(702)
448-1543
INFORMATION
STATEMENT
November
26, 2007
_________________________
This
information statement contains information related to certain corporate actions
of Crown Equity Holdings Inc., a Nevada corporation (the “Company”), and is
expected to be mailed to shareholders on or about November 27,
2007.
ABOUT
THE INFORMATION STATEMENT
What
is the purpose of the information statement?
This
information statement is being provided pursuant to Section 14 of the Securities
Exchange Act of 1934 to notify the Company’s shareholders as of the close of
business on the Record Date of corporate action expected to be taken pursuant
to
the consents or authorizations of principal shareholders. Shareholders holding
a
majority of the Company’s outstanding common stock are expected to act upon
certain corporate matters outlined in this information statement, which action
is expected to take place December 17, 2007, consisting of the approval of
an
amendment to the Company’s Articles of Incorporation to increase the authorized
common stock to 5,000,000,000 and to ratify the adoption of the Company's 2007
Consultant and Employee Services Plan..
Who
is entitled to notice?
Each
holder of an outstanding share of common stock of record on the close of
business on the Record Date, November 27, 2007, will be entitled to notice
of
each matter to be voted upon pursuant to consents or authorizations.
Shareholders as of the close of business on the record date that hold in excess
of fifty percent (50%) of the Company’s 53,244,650 issued and outstanding shares
of common stock have indicated that they will vote in favor of the Proposals.
Under Nevada Corporate Law, all of the activities requiring shareholder approval
may be taken by obtaining the written consent and approval of more than 50%
of
the holders of voting stock in lieu of a meeting of the shareholders. No action
by the minority shareholders in connection with the Proposals is required.
What
corporate matters will the principal shareholders vote for and how will they
vote?
Shareholders
holding a majority of the outstanding stock have indicated that they will vote
for the following matter:
FOR
the
approval of an amendment to the Company’s Articles of Incorporation to increase
the authorized shares of the Company’s common stock from 500,000,000 to
5,000,000,000 shares.
FOR
the
ratification and approval of Company's 2007 Consultant and Employee Services
Plan.
What
vote is required to approve the proposals?
For
the
approval of an amendment to the Company’s Articles of Incorporation to increase
the authorized shares of the Company’s common stock from 500,000,000 to
5,000,000,000 and to ratify and approve the Company's 2007 Consultant and
Employee Service Plan, the affirmative vote of a majority of the shares of
common stock outstanding on the record date, or 26,622,326 will be required
for
approval. Shareholders holding in excess of 34,000,000 shares have indicated
that they will vote for the approval of the Proposals.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
table
below sets forth certain information with respect to beneficial ownership of
our
stock as of November 15, 2007 by:
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persons
known by us to be the beneficial owners of more than five percent
of our
issued and outstanding Common or Preferred
Stock;
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each
of our executive officers and directors;
and
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all
of our officers and directors as a
group.
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NAME
AND ADDRESS
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NUMBER
OF SHARES
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PERCENT
OF
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OF
BENEFICIAL OWNER
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OWNED
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OWNERSHIP*
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Crown
Partners, Inc.
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34,079,410
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64.00%
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9680
W Tropicana Ave #117
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Las
Vegas NV 89147
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Steven
Onoue (1)(2)
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166,680
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0.31%
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9680
W Tropicana Ave #117
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Las
Vegas NV 89147
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Sadegh
Salmassi (1)(2)
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100,000
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0.19%
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9680
W Tropicana Ave #117
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Las
Vegas NV 89147
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Claudia
Zaman (1)(2)
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3,828,660
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7.19%
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9680
W Tropicana Ave #117
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Las
Vegas NV 89147
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All
officers and directors as a group
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4,095,340
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7.69%
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(4
persons)
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(1)
Officer and/or director
(2)
Officer and/or director of Crown Partners, Inc.
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Applicable
percentage of ownership is based on 53,244,650 shares of common stock
outstanding as of November 14, 2007 for each stockholder. Beneficial
ownership is determined in accordance with the rules of the SEC and
generally includes voting of investment power with respect to securities.
Shares of common stock subject to securities exercisable or convertible
into shares of common stock that are currently exercisable or exercisable
within 60 days of November 14, 2007 are deemed to be beneficially
owned by
the person holding such options for the purpose of computing the
percentage of ownership of such persons, but are not treated as
outstanding for the purpose of computing the percentage ownership
of any
other person.
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PROPOSAL
ONE - AMENDMENT TO THE ARTICLES OF INCORPORATION
The
Company’s directors propose an amendment to the Company’s Articles of
Incorporation to increase the number of authorized shares of common stock,
par
value $0.001 per share, from 500,000,000 to 5,000,000,000 shares.
Purpose
of Increasing the Company’s Authorized Shares of Common
Stock
General
Corporate Purposes
The
Company’s directors believe that it is desirable to have additional authorized
shares of common stock available for other possible future financings, possible
future acquisition transactions, stock dividends, stock splits and other general
corporate purposes. The Company’s directors believe that having such additional
authorized shares of common stock available for issuance in the future should
give the Company greater flexibility and may allow such shares to be issued
without the expense and delay of a special shareholders’ meeting. Although such
issuance of additional shares with respect to future financings and acquisitions
would dilute existing shareholders, management believes that such transactions
would increase the value of the Company to its shareholders.
Amendment
of Articles of Incorporation
The
amendment to the Company’s Articles of Incorporation provides for the
authorization of 4,500,000,000 additional shares of the Company’s common stock.
As of November 14, 2007, 53,244,650 shares of the Company’s common stock were
issued and outstanding.
The
amendment to the Company’s Articles of Incorporation shall be filed with the
Nevada Secretary of State so that Article IV of the Articles of
Incorporation shall be changed as follows:
“4.1
Authorized Capital. The aggregate number of shares of all classes which the
corporation shall have authority to issue is 5,000,000,000 shares of Common
Shares, $.001 par value per share."
Advantages
and Disadvantages of Increasing Authorized Shares
There
are
certain advantages and disadvantages of voting for an increase in the Company’s
authorized common stock. The advantages include:
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The
ability to raise capital by issuing capital stock under the transaction
described above, or other financing
transactions.
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To
have shares of common stock available to pursue business expansion
opportunities, if any.
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The
disadvantages include:
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Dilution
to the existing shareholders, including a decrease in our net income
per
share in future periods. This could cause the market price of our stock
to
decline.
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The
issuance of authorized but unissued stock could be used to deter a
potential takeover of the Company that may otherwise be beneficial
to
shareholders by diluting the shares held by a potential suitor or issuing
shares to a shareholder that will vote in accordance with the desires
of
the Company’s Board of Directors, at that time. A takeover may be
beneficial to independent shareholders because, among other reasons,
a
potential suitor may offer such shareholders a premium for their shares
of
stock compared to the then-existing market price. The Company does
not
have any plans or proposals to adopt provisions or enter into agreements
that may have material anti-takeover
consequences.
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Description
Of Securities
General
The
Company’s authorized capital consists of 500,000,000 shares of common stock, par
value $0.001 per share. On November 14, 2007, there were 53,244,650 outstanding
shares of common stock. Set forth below is a description of certain provisions
relating to the Company’s capital stock. For additional information, please
refer to the Company’s Articles of Incorporation and By-Laws and the Nevada
Revised Statutes.
Common
Stock
Each
outstanding share of common stock has one vote on all matters requiring a vote
of the stockholders. There is no right to cumulative voting; thus, the holder
of
fifty percent or more of the shares outstanding can, if they choose to do so,
elect all of the directors. In the event of a voluntary of involuntary
liquidation, all stockholders are entitled to a pro rata distribution after
payment of liabilities and after provision has been made for each class of
stock, if any, having preference over the common stock. The holders of the
common stock have no preemptive rights with respect to future offerings of
shares of common stock. Holders of common stock are entitled to dividends if,
as
and when declared by the Board of Directors out of the funds legally available
therefore at that time. It is the Company’s present intention to retain
earnings, if any, for use in its business. The payment of dividends on the
common stock are, therefore, unlikely in the foreseeable future.
Dividends
There
are
no restrictions on the common stock or otherwise that limit the ability of
us to
pay cash dividends if declared by the Board of Directors. The holders of common
stock are entitled to receive dividends if and when declared by the Board of
Directors, out of funds legally available therefore and to share pro-rata in
any
distribution to the shareholders. Generally, we are not able to pay dividends
if
after payment of the dividends, we would be unable to pay our liabilities as
they become due or if the value of our assets, after payment of the liabilities,
is less than the aggregate of our liabilities and stated capital of all classes.
We do not anticipate declaring or paying any cash dividends in the foreseeable
future.
Transfer
Agent
The
Company’s transfer agent is Signature Stock Transfer, Inc. Its address is 2301
Ohio Drive, Suite 100, Plano, Texas 75093; its telephone number is (972)
612-4120.
Anti-Takeover
Effects Of Provisions Of The Articles of Incorporation
Authorized
but unissued shares of common stock would be available for future issuance
without our shareholders’ approval. These additional shares may be utilized for
a variety of corporate purposes including but not limited to future public
or
direct offerings to raise additional capital, corporate acquisitions and
employee incentive plans. The issuance of such shares may also be used to deter
a potential takeover of the Company that may otherwise be beneficial to
shareholders by diluting the shares held by a potential suitor or issuing shares
to a shareholder that will vote in accordance with the Company’s Board of
Directors’ desires at that time. A takeover may be beneficial to shareholders
because, among other reasons, a potential suitor may offer shareholders a
premium for their shares of stock compared to the then-existing market
price.
Additional
Information
Certain
financial and other information required pursuant to Item 13 of the Proxy Rules
is incorporated by reference to the Company’s Annual Report on Form 10-KSB for
the year ended December 31, 2006, and the Company’s Quarterly Report on Form
10-QSB for the nine months ended September 30, 2007, which are being delivered
to the shareholders with this information statement. In order to facilitate
compliance with Rule 2-02(a) of Regulation S-X, one copy of the
definitive Information statement will include a manually signed copy of the
accountant’s report.
PROPOSAL
TWO - 2007 CONSULTANTS AND EMPLOYEE SERVICES PLAN
INTRODUCTION
Our
Company's Board of Directors proposes the adoption of the Crown Equity Holdings
Inc. 2007 Consultant and Employee Services Plan (the "Plan").
PURPOSE
OF ADOPTING THE COMPANY'S 2007 CONSULTANT AND EMPLOYEE SERVICES PLAN
The
purpose of the adoption of the Plan is to promote the long-term growth and
profitability of the Company by (a) providing key people with incentives to
improve shareholder value and to contribute to the growth and financial success
of the Company, and (b) enabling the Company to attract, retain and reward
the
best-available persons. The Plan permits the granting of stock options
(including incentive stock options qualifying under Code Section 422 and
nonqualified stock options), stock appreciation rights, restricted or
unrestricted share awards, phantom stock, deferred share units, performance
awards, other stock-based awards, or any combination of the foregoing. Equity
incentives have been a significant component of compensation for directors,
officers, consultants and employees. We believe that this practice will enable
the Company to attract and retain highly qualified and experienced individuals.
By linking directors, officers, consultants and employees' compensation to
corporate performance, their reward is related directly to the Company's
success. We believe the use of equity incentives increases motivation to improve
shareholder value.
DESCRIPTION
OF THE COMPANY'S 2007 CONSULTANT AND EMPLOYEE SERVICES
PLAN
Directors,
officers, consultants and employees of the Company and its Affiliates, as well
as advisors, sales representatives, other individuals performing bona fide
services to or for the Company and its Affiliates, and other individuals in
connection with their hiring, retention, or otherwise may be granted common
stock options to purchase shares of Common Stock.
The
Board
will administer the Plan or a committee appointed by the Board (referred to
as
the "Administrator"). The Administrator will have authority, subject to the
terms of the Plan, to determine when and to whom to make grants under the plan,
the type of Award and the number of shares to be covered by the grants, the
fair
market value of shares, the terms of the grants, which includes the exercise
price of the shares of Common Stock covered by options, any applicable vesting
provisions, and conditions under which Awards may be terminated, expired,
cancelled, renewed or replaced, and to construe and interpret the terms of
the
Plan and Awards.
OPTIONS.
Options granted under the Plan provide participants with the right to purchase
shares at a predetermined exercise price.
TERM
OF
THE PLAN; AMENDMENTS OR TERMINATION. The Board has the power to terminate,
amend
or modify the Plan at any time.
Our
Board
unanimously recommended a vote "FOR" the approval of the adoption of the
Company's 2007 Consultants and Employee Services Plan.
NO
VOTING OF SHAREHOLDERS REQUIRED
We
are
not soliciting any votes with regard to this Proposal to adopt the Company's
2007 Consultants and Employee Services Plan. The majority common stock
shareholder has indicated an intention to vote in favor of this Proposal and
holds, in the aggregate, 64% of the total issued and outstanding shares of
voting capital stock. Accordingly, this majority shareholder has sufficient
shares to approve the Proposal.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
(a) No
officer or director of the Company has any substantial interest in the matters
to be acted upon, other than his role as an officer or director of the
Company.
(b) No
director of the Company has informed the Company that he intends to oppose
the
proposed action to be taken by the Company set forth in this information
statement.
PROPOSALS
BY SECURITY HOLDERS
No
security holder has requested the Company to include any proposals in this
information statement.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one
information statement is being delivered to multiple security holders sharing
an
address unless the Company has received contrary instructions from one or more
of the security holders. The Company shall deliver promptly upon written or
oral
request a separate copy of the information statement to a security holder at
a
shared address to which a single copy of the documents was delivered. A security
holder can notify the Company that the security holder wishes to receive a
separate copy of the information statement by sending a written request to
the
Company at 9680 West Tropicana Avenue, Suite 117, Las Vegas, Nevada 89147 or
by
calling the Company at (702) 448-1543 and requesting a copy of the Information
Statement. A security holder may utilize the same address and telephone number
to request either separate copies or a single copy for a single address for
all
future information statements and annual reports.
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By
Order of the Board of Directors
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/s/
Claudia J. Zaman
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Claudia
J. Zaman
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Chief
Executive Officer
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Las
Vegas, Nevada
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November
26, 2007
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