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Re: None

Wednesday, 09/17/2008 10:33:29 PM

Wednesday, September 17, 2008 10:33:29 PM

Post# of 972
PRE 14C filed / posted after market close.

To the Stockholders of Stinger Systems, Inc.:
The attached Information Statement is furnished by the Board of Directors (the “Board”) of Stinger Systems, Inc. (the “Company,” “we” or “us”). The Company, a Nevada corporation, is a public company registered with the Securities and Exchange Commission, and the Common Stock of the Company is currently listed for quotation on the Over the Counter Bulletin Board (OTCBB.com).
On August 27, 2008, stockholders holding 10,383,949 shares, or approximately 51.9%, of our issued and outstanding Common Stock consented in writing to elect four incumbent directors to the Board of Directors and to reduce the number of directors of the Company from five to four. This consent was sufficient to elect the directors under Nevada law. The attached Information Statement provides information on our officers and directors. On August 28, 2008, T. Yates Exley resigned from the Company’s Board of Directors.
On August 25, 2008, stockholders holding 10,383,949 shares, or approximately 51.9%, of our issued and outstanding Common Stock consented in writing to amend the Company’s Articles of Incorporation (the “Certificate of Amendment”). This consent was sufficient to approve the Certificate of Amendment under Nevada law. The attached Information Statement describes the Certificate of Amendment that the common stockholders of the Company have approved, which will do the following: (1) increase the number of authorized shares of Common Stock to One Hundred Fifty Million (150,000,000); (2) authorize a total of One Million (1,000,000) shares of preferred stock to be designated in such series or classes as the Board shall determine and (3) effect a 1-for-5 reverse split with respect to the outstanding shares of the Company’s Common Stock.
This Information Statement is prepared and delivered to meet the requirements of Section 78.390 of the Nevada Revised Statutes. This Information Statement is being mailed on or about ___, 2008 to holders of record of Common Stock as of the close of business on August 24, 2008 (the “Record Date”). The Company had 20,009,230 shares of common stock outstanding as of the Record Date. There were no shares of preferred stock outstanding as of the Record Date.
The Certificate of Amendment will become effective upon filing with the Nevada Secretary of State, which can occur no earlier than twenty (20) business days after the filing and dissemination of the Definitive Information Statement.