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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
14C INFORMATION
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Information
Statement Pursuant to Section 14(c) of
the
Securities Exchange Act of 1934
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Filed
by the Registrant
x
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Filed
by a Party other than the Registrant
o
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Check
the appropriate box:
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x
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Preliminary
Information Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Information Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Solargy
Systems Inc , formerly SBD International, Inc.,
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(Name
of Registrant as Specified In Its Charter)
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Nevada
(State
or other jurisdiction of incorporation or organization)
IRS
EIN 20-4357915
-6464
N W 5
th
Way,, Ft. Lauderdale Florida 33309
Address
of principal executive offices)
954
489 2961
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Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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x
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Fee
computed on table below per Exchange Act Rules 14a-6(i) (1) 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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Common
stock, par value $0.001 per share, Inc.
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(2)
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Aggregate
number of securities to which transaction applies:
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606,832,19
shares of common stock cusipnumber
78391G206
(
as
of August 31, 2008
)
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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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The
filing fee was determined based upon the sum of (A) 606,832,179 shares
of
Common Stock multiplied by $.0008 per share and In accordance with
Section
14(g) of the Securities Exchange Act of 1934, as amended; the filing
fee
was determined by multiplying 0.000107 by the sum of the preceding
sentence.
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(4)
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Proposed
maximum aggregate value of transaction:
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$485,466.005
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(5)
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Total
fee paid:
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$51.94
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Fee
paid previously with preliminary materials.
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x
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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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400
.00
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(2)
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Form,
Schedule or Registration Statement No.:
sb2
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EXPLANATORY
NOTE
SBD
International, Inc. (the “Company”) is filing this Form 14-C (the “Form 14-”),
with the Securities and Exchange Commission (the “SEC”) on September 30, 2008 or
sooner to fulfill its notice requirements to its shareholders.
Management
is renaming the company Solargy Systems Inc, to better reflect its new mission
as a manufacturer and installer of solar systems . The mission of the company
is
to manufacture and sell photovoltaic cell systems to enable large commercial
and
institutional customers in the US, Caribbean and Central America to be energy
self sufficient .
The
Board
of Directors of the company has decided it’s in its best interest to reverse its
common stock in a ration of 2500 to one(2500 to 1) and has adopted a resolution
dated September 15, 2008 to effect the reverse, in conjunction with the a
written consent of the majority shareholders.
SBD
INTERNATIONAL, INC
.
6464
N W
5th Way, Ft. Lauderdale, Florida 33309
Notice
of
Proposed Action by Written Consent
Of
a
Majority
of the Outstanding Common Stock
To
be
taken on or about October 15, 2008
To
the
Stockholders of Solargy Systems Inc, formerly SBD INTERNATIONAL,
INC.
Notice
is
hereby given that upon Written Consent by the holders of a majority of the
outstanding shares of common and preferred stock of SBD International, Inc.,
(the “Company”) intend to Reverse its common stock cusip number
78391G206
and
in a
ratio of 2500 to One. (2500:1) This reverse is exclusive of its preferred and
Reg S stock issues which have antidilutive provisions attached to the underlying
agreements.
The
change will be effected on or after 14 days from the date this schedule is
mailed to shareholders and is expected to be on or about October 15,,
2008
Only
stockholders of record at the close of business on August 31, 2008 will be
given
Notice of the Action by Written Consent. The Company is not soliciting
Proxies.
By
Order
of the Board of Directors
/s/
C
M
Nurse
President
of the Company
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
SOLARGY
SYSTEMS, INC, formerly SBD INTERNATIONAL, INC.
6464
N W
5
th
Way
Ft.
Lauderdale, Florida 33309
954
489
2961 fax 954 489 2962
INFORMATION
STATEMENT
ACTION
BY A MAJORITY OF STOCKHOLDERS
This
Information Statement is furnished to all holders of the Common Stock cusip
number ,78391g206 $.001 par value per share, and convertible preferred Stock
A,
pat value .001 of the Company, voting in a ratio of 52 common for each preferred
Class A, in connection with proposed action by holders of a majority of the
issued and outstanding shares of common and preferred voting stock of SBD
International, Inc.,, a Nevada Corporation (the "Company") to ratify all actions
taken by all officers and directors of the company from March 27, 2002 thru
the
present date , including the reverse of its common stock in a ratio of two
thousand five hundred to one (2500:1).. These actions have already occurred
or
are to occur on or about October 15 2008 or sooner. This Information Statement
is first being mailed to stockholders on or about September 30,
2008.
Only
stockholders of record at the close of business on August 31, 2008 are entitled
to notice of the action to be taken. There will be no vote on the matters by
the
shareholders of the Company because the proposed action will be accomplished
by
the written consent of a majority of the shareholders of the Company as allowed
by Section 607.1003 of the Nevada Statutes.
The
Board
of Directors and/or persons owning the majority of the outstanding voting
Securities
of SBD International, Inc., have unanimously adopted, ratified and approved
resolutions to effect the reverse to take place on or about
October
15, 2008
.
No
other votes are required or necessary. See the caption "Vote Required for
Approval," below. The Amendment will be filed and is expected to become
effective on or about October 15, 2008.
The
Form
10-KSB filed by SBD International, Inc., with the Securities and Exchange
Commission may be viewed on the Securities and Exchange Commission's web site
at
www.sec.gov in the Edgar Archives. SBD International, Inc. is presently
"current" in the filing of all reports required to be filed by it.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
DISSENTER'S
RIGHTS OF APPRAISAL
The
proposed Amendment does not result in dissenters' rights of
appraisal
.
The
Nevada Revised Statutes ("the Nevada Law") do not provide for dissenter's rights
of appraisal in connection with the amendments and mergers.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
Board
of Directors has fixed the close of business on September 20, 2007 as the
record
date for the determination of the common shareholders entitled to notice
of
proposed action by written consent.
At
the
record date, the Company had outstanding 606,832,179 shares of $0.001 par value
common stock and 5,100,000 shares of $0.0001 par value preferred class A stock
voting in a ratio of 52 common to one (i) preferred. The Company's officers,
directors and principal shareholders own or control in the aggregate greater
than 50% of the aggregate total of issued and outstanding shares of Common
and
Preferred Stock on the Record Date, these persons have signed consent to the
taking of this action. This consent will be sufficient, without any further
action, to provide the necessary stockholder approval of the
action.
SECURITY
OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND
FIVE
PERCENT STOCKHOLDERS
The
following table sets forth certain information concerning the ownership of
the
Company's Common and Preferred Stock as of
August
31, 2008,
with
respect to:
(i)
each
person known to the Company to be the beneficial owner of more than
five
percent of the Company's Common and/or Preferred Stock; (ii) all directors;
and
(iii)
directors and executive officers of the Company as a group. The notes
accompanying the information in the table below are necessary for a complete
understanding of the figures provided below. As
of
August
31, 2008
,
there
were
606,832,179
shares
of
Common Stock issued and outstanding and 5,100,000 shares of Preferred A Stock
issued and outstanding.
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TITLE
OF
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NAME
AND ADDRESS OF
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AMOUNT
AND NATURE OF
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PERCENT
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CLASS
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BENEFICIAL
OWNER
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BENEFICIAL
OWNERSHIP OF CLASS
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Common
Stock
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C
M
Nurse
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520,400,400
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78%
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($0.001
par value)
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(President
& Director)
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6464
N W 5th WAY, Ft Lauderdale
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33309
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Preferred
Stock
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5,100,000
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PFA
20
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Common
Stock
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All
Executive Officers and Directors
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520,400,400
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78%
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($0.001
par value) as a Group)
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78%
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(Nurse)
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Common
Stock
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Zono
Plc
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18,000,000
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.03%
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($0.001
par value)
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Roseau
, Dominica
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Common
Stock
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Cheryl
Wilson
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8,000,000
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.01%
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($0.001
par value
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400
E las Olas
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Florida
33301
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Common
Stock
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Jeffrey
Bruhell.
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5,000,000,
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.008%
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($0.001
par value)
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Melbourne
House,
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Knowl
Hill GB RG109PGB
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CHANGES
IN BUSINESS OR PHYSICAL LOCATION
The
proposed Amendments to the Company's Articles of Incorporation will effect
a
change
in
the Name and capitalization of SBD International, Inc., as described herein.
The
name
of the Company will be Solargy Systems Inc.
Recapitalization
will may result in a change in our business, now defined as a vertical
integrated supplier of solar energy systems to large commercial customers and
Independent Power Producers.
The
management, location of our principal executive offices, assets, liabilities
or
net worth (other than as a result of the costs incident to the recapitalization,
which are immaterial) will be adapted to meet the new corporate mission. Our
management, including all directors and officers, will be increased after the
amendments and changes are effected. And approved. There will be additional
directors added to the company in the future.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The
Company's authorized capital consists of 750,000,000 shares of Common Stock,
$0.001 par value and 20,000,000 shares of Preferred Stock A, $0.001 par value,
and 20,000,000 shares of Preferred B stock.
As
of
August 31, 2008
there
were 606, 832,179 shares of Common Stock outstanding and 5,100,000 shares of
Preferred A Stock outstanding. The holders of Common are entitled to vote as
a
unit and Preferred Stock are entitled to vote as a unit in a ratio of 52 common
shares for each share of preferred A on matters brought the attention of the
shareholders of the Company.
Regulation
S shares, bearing a different cusip ( U84535 100 ) number and issued to non
US
entities or individuals are exempted from this reverse,
VOTE
REQUIRED FOR APPROVAL
Section
607.1003 of the Nevada Revised Statutes provides an outline of the scope of
the
amendments of the Articles of Incorporation allowed a Nevada Corporation. This
includes the amendment discussed herein. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation
are
set forth in Section 607.1003. Section 607.1003 provides that proposed
amendments
must
first be adopted by the Board of Directors and then submitted to shareholders
for their consideration at an annual or special meeting and must be approved
by
a majority of the outstanding voting securities.
Section
607.1003 of the Nevada Revised Statutes provides that any action required to
be
taken at a special or annual meeting of the stockholders of a Nevada corporation
may be taken by written consent, in lieu of a meeting, if the consent is signed
by stockholders owning at least a majority of the voting power.
The
Board
of Directors of Solargy Systems Inc., and persons owning and having voting
power
in excess of 50% of the outstanding voting securities of Solary Systems Inc
previously SBD International, Inc., have adopted, ratified and approved all
amendments and mergers to date.
The
securities that would have been entitled to vote if a meeting was required
to be
held to amend the Company's Articles of Incorporation consist of 606,832,179
shares of issued and outstanding shares of the Company's $0.001 par value common
voting stock and 5,100,000 shares of issued and outstanding shares of the
Company's $0.001 par value preferred voting stock. outstanding on
August
31, 2008,
the
record date for determining shareholders who would have been entitled to notice
of and to vote on the proposed amendment to Solargy Systems ’ Articles of
Incorporation.
INCORPORATION
BY REFERENCE OF CERTAIN FINANCIAL INFORMATION
The
following portions of the Company’s Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2006 , Dec 31,2005 any other reports for 2007 as will
be
filed in due course and quarterly reports , June 30, 2006 September 30. 2006,
and other reports which may be filed from time to time is incorporated herein
by
reference:
"Item
1.
Business", “Item 5. Market Information for Common Equity and Related
Shareholder
Matters", and “ Item 7. Financial Statements."' The following portions of the
Company’s Quarterly Report on Form 10-QSB for the period ended August 31, 2007
is also incorporated herein by reference: "Part I. Item 1: Financial Statements"
and "Part I. Item 2:
Management's
Discussion and Analysis of Financial Condition and Results of Operations."'
Copies of these documents are available without charge to any person, including
any beneficial holder of the Company's Common Stock to whom this Information
Statement was delivered, on written or oral request to Solargy Systems Inc,
6464
N W 5
th
Way, Ft.
Lauderdale Florida 33309. Any statement contained in a document all or a portion
of which is incorporated by reference herein shall be deemed to be modified
or
superseded for purposes of this Information Statement to the extent that a
statement contained herein or in any subsequently filed document that also
is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed
to
constitute a part of this Information Statement except as so modified or
superseded.
CAPITALIZATION
The
Company currently has 750,000,000 authorized shares of Common Stock, par value
$0.001 per share, of which 606,832, 179 common shares were outstanding on August
31, 2008. Reg S shares , which has a different cusip (U84535 100)are excluded
from this reverse. The Company currently has 20,000,000 authorized shares of
Preferred Stock, Class A par value .001of which 5, 100,000 are outstanding
and
20,000,000 of Preferred B par value $1.00 per share, of which 1,100,000 shares
were outstanding on August 31, 2008.
Since
the
Board of Directors believes that the current corporate structure does not allow
it the flexibility need to meet its strategic objectives, including the
manufacture and sales of solar cell power systems, the Board considers it
desirable that the Company restructures and redomicile to Nevada by merger
with
a Nevada corporation.
Presently,
the Company has issued shares in all of its three authorized classes of stock,
Common Stock, par value $0.001 per share, and preferred stock, par value $0.001
per share. Preferred B stock is non voting stock and has a per value of 1.00
per
share. Common and preferred shares A are voting shares and but have different
voting rights. Preferred A vote in the ratio of 52 common for each preferred.
Common shares vote one vote for each common share. However, none of such common
or preferred shares confer any preemptive rights on the holders thereof to
purchase or receive any additional shares of the Company's Common Stock or
any
other securities, rights or options for the Company's securities authorized
or
acquired by the Company in the future. The Board may issue the Common Stock
and
Preferred Stock authorized by the Company's Charter for such consideration
as
may be fixed by the Board and for any corporate purpose without further action
by the stockholders, except as may be required by law. Each share of Preferred
Stock has dividend and liquidation preferences over common shares of the
Company. Each share of Common Stock has equal dividend rights and participates
equally upon liquidation
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS
TO BE ACTED UPON
No
person
who has been a director or officer of the Company at any time since the
beginning of the last fiscal year, nominee for election as a director of the
Neither company, nor associate of the foregoing persons has any substantial
interest, direct or indirect, in the Company's recapitalization which differs
from that of other shareholders of the Company? No director of the Company
opposes the proposed action of recapitalizing the Company's common
shares.
ADDITIONAL
INFORMATION
Additional
information concerning SBD International Inc is available on its recent filings
as of DEC 31, 2006 ( unaudited) Sept 30, 2006 on Form 10-QSB for the quarter
ended September 30-, 2006, which has been filed with the Securities and Exchange
Commission, and any other reports which may be filed from time to time, may
be
accessed through the EDGAR archives, at www.sec.gov and is incorporated herein
by reference.
Dated:
September 23, 2008
By
Order of the Board
of Directors
/s/
C M
Nurse
Chief
Executive
Officer
&
Chairman