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Saturday, 07/30/2011 4:19:53 PM

Saturday, July 30, 2011 4:19:53 PM

Post# of 63090
1:20 RS UPDATE
http://www.otcmarkets.com/stock/COWI/financials

June 24, 2011 PRE 14C
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8010050
Planned 20:1 RS

JulY 29, 2011 DEF 14A
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8064344
Proxy Statement pursuant to Section 14(a)

THE FOLLOWING IS TAKEN FROM THE FILING AND IS NOT COMPLETE. FOR THE COMPLETE INFORMATION READ
THE ACTUAL FILING AS SHOWN ON OTC MARKETS LINK PROVIDED ABOVE OR BROKERAGE OR EDGARS REPORTING.


WHAT EFFECT WILL THE REVERSE STOCK SPLIT HAVE ON OUR ISSUED AND OUTSTANDING SHARES OF COMMON STOCK?

If the reverse stock split is approved by our stockholders, the Company will exchange one new share for up to twenty outstanding shares. As a result, when the reverse stock split becomes effective, the Company will have up to one-twentieth as many outstanding shares. We will round up fractional shares to the next whole share. The reduction in the number of outstanding shares of common stock caused by the reverse split is anticipated initially to increase the market price of the common stock. However, because some investors may view the reverse split negatively, there can be no assurance that the market price of the common stock after the proposed reverse split will adjust to reflect the conversion ratio (e.g., if the market price is $0.0002 before the reverse split and the selected ratio is one new share for every twenty shares outstanding there can be no assurance that the market price immediately after the reverse split will be $0.004 ($0.0002 multiplied by twenty), or that any price gain will be sustained in the future .

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CoroWare, Inc.
Special Meeting of Stockholders


NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Meeting”) of CoroWare, Inc., a Delaware corporation (the “Company”), will be held on August 19, 2011 at 11:00 A.M. Pacific Standard Time at The Heathman Hotel, 220 Kirkland Avenue, Kirkland, Washington 98033, for the following purposes:

1. To effect a reverse stock split of the issued and outstanding shares of the Company’s $0.001 par value common stock at any time prior to October 30, 2011 at a ratio of up to one-for-twenty (1:20) (Proposal 1).

2. To transact such other business as may properly come before the Special Meeting or any adjournments or postponements thereof (Proposal 2).

Your vote is very important. All stockholders are cordially invited to attend the Special Meeting. Whether or not you plan to attend the Special Meeting, we encourage you to read this proxy statement and submit your proxy or voting instructions as soon as possible

To assure your representation at the Special Meeting of Stockholders, we ask that you vote as promptly as possible. Your stock will be voted in accordance with the instructions you give in your proxy. You may revoke your proxy at any time before it is voted by signing and returning a proxy bearing a later date for the same shares, by filing with the Secretary of the Company a written revocation bearing a later date or by attending and voting in person at the Special Meeting.

Only stockholders who own shares of our common stock at the close of business on August 1, 2011 are entitled to notice of and to vote at the special meeting.

You may vote your shares by marking, signing and dating the enclosed proxy card as promptly as possible and returning it in the enclosed postage-paid envelope.

You may also vote in person at the special meeting, even if you use the option listed above.

We have enclosed with this Notice of Special Meeting, a proxy statement, a form of proxy.

By Order of the Board of Directors
/s/ Shanna Gerrard

Shanna Gerrard
Corporate Secretary
Kirkland, Washington
July 28, 2011


COROWARE, INC.
1410 Market Street, Suite 200
Kirkland, Washington 98033
(Tel) (800) 641-2676, option 4

PROXY STATEMENT FOR 2011 SPECIAL MEETING OF STOCKHOLDERS

The board of directors is soliciting proxies to be used at our August 19, 2011 special meeting of stockholders. Please read and carefully consider the information presented in this proxy statement and vote by completing, dating, signing and returning the enclosed proxy in the enclosed postage-paid envelope.

This proxy statement and the form of proxy will be mailed to all stockholders on or about August 4, 2011.


INFORMATION ABOUT THE SPECIAL MEETING

WHEN IS THE SPECIAL MEETING?

August 19, 2011, 11:00 a.m. Pacific Standard Time

WHERE WILL THE SPECIAL MEETING BE HELD?

The meeting will be held at The Heathman Hotel, 220 Kirkland Avenue, Kirkland, Washington 98033. (425) 284-5800.

WHAT ITEMS WILL BE VOTED UPON AT THE SPECIAL MEETING?

You will be voting on the following matters:

1. AMENDMENT OF CERTIFICATE OF INCORPORATION. To approve a proposal to amend our Certificate of Incorporation, as amended, to effect up to a one-for-twenty reverse split of our outstanding shares of common stock.

2. OTHER BUSINESS. To transact such other business as may properly come before the special meeting or any adjournment of the special meeting. The Board of Directors is not aware of any other business to come before the Meeting.

WHO CAN VOTE?

Only holders of record of our common stock at the close of business on August 1, 2011 will be entitled to notice of and to vote at the special meeting and any adjournments of the special meeting. You are entitled to one vote for each share of common stock held on that date. On August 1, 2011, there were 762,784,541 shares of our common stock outstanding and entitled to vote.

YOUR BOARD OF DIRECTORS HAS APPROVED EACH OF THE PROPOSALS SET FORTH HEREIN.

ACCORDINGLY, THE BOARD RECOMMENDS A VOTE FOR THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION, AS AMENDED, TO EFFECT UP TO A ONE-FOR-TWENTY REVERSE SPLIT OF OUR OUTSTANDING SHARES OF COMMON STOCK.

HOW DO I VOTE BY PROXY?

You may vote your shares by mail by marking, signing and dating the enclosed proxy card as promptly as possible and returning it in the enclosed postage-paid envelope. Proxies should not be sent by the stockholder to the Company, but to Worldwide Stock Transfer, LLC, the Company’s Registrar and Transfer Agent, at 433 Hackensack Avenue, Level L, Hackensack NJ 07601. A pre-addressed, postage-paid envelope is provided for this purpose.

1. If you return your signed proxy card before the special meeting, we will vote your shares as you direct. For each item of business, you may vote “FOR” or “AGAINST” or you may “ABSTAIN” from voting.

If you return your signed proxy card but do not specify how you want to vote your shares, we will vote them:

?

“FOR” the authorization to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of up to one-for-twenty (1:20) (Proposal 1).

If any matters other than those set forth above are properly brought before the special meeting, the individuals named in your proxy card may vote your shares in accordance with their best judgment.

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......RS YES OR NO.........................OH MY, WHAT TO DO
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  • 1D
  • 1M
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  • 1Y
  • 5Y