DEFM14A 1 open14adefm.htm OPENLIMIT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT

PURSUANT TO SECTION 14A

of the

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only [as permitted by Rule 14a-6(e)(2)]

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-12

OPENLiMiT, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies: Common Stock

2) Aggregate number of securities to which transaction applies: 21,000,000

3) 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):

4) Proposed maximum aggregate value of transaction: $945,000

5) Total fee paid: $29.01

Fee paid previously with preliminary materials.

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.

1) Amount Previously Paid:

2) Form, Schedule or Registration No.:

3) Filing Party:

4) Date Filed:

OPENLiMiT, INC. Zugerstrasse 76B

Baar, Switzerland

CH-6341

July 10, 2007

Dear Stockholder:

OPENLiMiT, Inc. cordially invites you to attend a Special Meeting of Stockholders to be held at 10:00 a.m., local time, on Friday the 10th of August, 2007, at Dammstrasse 19, Zug, Switzerland CH-6300. Please find enclosed a notice of the meeting, a proxy statement describing the business to be transacted at the meeting, and a proxy form for use in voting at the meeting.

Business matters to be acted upon at the meeting are described in detail in the accompanying notice and proxy statement. In addition, we will report on our progress and provide an opportunity for questions of general interest to our stockholders.

Thank you.

Sincerely,

/s/ Henry Dattler

Henry Dattler, Chief Executive Officer and Director

OPENLiMiT, INC.

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS

Notice is hereby given by OPENLiMiT, Inc., (the "Corporation") that a Special Meeting of Stockholders (the "Special Meeting") will be held at 10:00 a.m., local time, on Friday the 10th of August, 2007, at Dammstrasse 19, Zug, Switzerland CH-6300. At the Special Meeting, stockholders will vote on the following matters:

(1) a proposal to amend the Corporation's Articles of Incorporation to change the name of the Corporation to "SunVesta, Inc."; and

(2) a proposal to amend the Corporation's Articles of Incorporation to increase the number of shares of our existing class of preferred shares to 50,000,000, with a par value of $0.01, which shares' rights, preferences and limitations would be designated by the board of directors of the Corporation on issuance; and

(3) a proposal to acquire ZAG Holding AG and its subsidiaries pursuant to the Securities Exchange Agreement and Plan of Exchange dated June 19, 2007;

(4) a proposal to effect a reverse stock split on the basis of fifty (50) existing shares for one (1) new share (50:1) of the Corporation's issued and outstanding common stock; and

(5) a proposal to elect two directors, each to serve until the next annual stockholders' meeting or until his respective successor has been duly elected or appointed.

Information regarding the above matters is set forth in the proxy statement that accompanies this notice.

The board of directors of the Corporation has fixed the close of business on July 10, 2007, as the record date for determining stockholders entitled to notice of and to vote at the Special Meeting. A complete list of the stockholders entitled to notice of and to vote at the Special Meeting will be maintained at the Corporation's principal executive offices during ordinary business hours for a period of ten days prior to the Special Meeting. The list will be open to the examination of any stockholder for any purpose germane to the Special Meeting during this time. The stockholders list will also be produced at the time and place of the Special Meeting and will be open during the whole time thereof.

By Order of the Board of Directors,

/s/ Henry Dattler

Henry Dattler, Chief Executive Officer and Director

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE MARK, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD AT YOUR EARLIEST CONVENIENCE IN THE ENVELOPE PROVIDED. IF YOU DO ATTEND THE MEETING, YOU MAY VOTE EITHER IN PERSON OR BY YOUR PROXY.

YOU MAY ALSO RETURN YOUR EXECUTED PROXY BY FAX TO STANDARD REGISTRAR & TRANSFER COMPANY, INC., ATTN: RON HARRINGTON, AT (801) 571-2551. MR. HARRINGTON'S PHONE NUMBER IS (801) 571-8844. IF YOU HOLD YOUR SHARES IN "STREET-NAME," PLEASE NOTE THAT ONLY YOUR BROKERAGE FIRM OR BANK CAN SIGN A PROXY ON YOUR BEHALF, AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. WE URGE YOU TO CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT TODAY, AND INSTRUCT THEM TO EXECUTE A PROXY IN FAVOR OF THE MATTERS PRESENTED IN THE PROXY STATEMENT.

TABLE OF CONTENTS

Page

INVITATION TO THE SPECIAL MEETING OF STOCKHOLDERS i

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS ii

Table of Contents iii

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS 1

Introduction 1

Questions and Answers 1

Summary Term Sheet for Proposal 3 6

Pro Forma Financial Data 10

Risk Factors 12

Forward Looking Statements 14

Proposal 1 - Approval of an Amendment to Change the Corporation's Name 15

Proposal 2 - Approval of an Amendment of the Articles of Incorporation to Increase the Authorized Preferred class of Shares from 500,000 to 50,000,000 16

Proposal 3 - Approval of the Securities Exchange Agreement and Plan of Exchange 18

Further Information Regarding Proposal 3 19

                   The Acquisition 19

                   OPENLiMiT, Inc. 23

                   ZAG Holding AG 30

Proposal 4 - Approval to Effect a Reverse Split 42

Proposal 5 - Election of Two Directors 44

Further Information Regarding Proposal 5 45

Additional General Information 49

Financial Statements 51

     OPENLiMiT, Inc - the quarters ended, March 31, 2007 and 2006 FA-1

     OPENLiMiT, Inc - the years ended December 31, 2006 and 2005 FB-1

     ZAG Holding AG - the quarters ended March 31, 2007 and 2006 FC-1

     ZAG Holding AG - the years ended December 31, 2006 and 2005 FD-1

     OPENLiMiT, Inc, Pro Forma - the quarter ended March 31, 2007 FE-1

     OPENLiMiT, Inc, Pro Forma - the year ended December 31, 2006 FF-1



Exhibit 1 - Securities Exchange Agreement of Acquisition and Plan of Exchange dated June 19, 2007 Attached

Exhibit 99 PROXY FORM Attached

iii

OPENLiMiT, INC.

PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS

INTRODUCTION

This proxy statement is furnished by OPENLiMiT, Inc., in connection with the solicitation of proxies for use at the Special Meeting of Stockholders (the “Special Meeting”) to be held at 10:00 a.m., local time, on Friday the 10th of August, 2007, and at any and all adjournments thereof, at Dammstrasse 19, Zug, Switzerland CH-6300. This proxy statement is first being mailed to stockholders on or about July 10, 2007.

OPENLiMiT, INC.‘S BOARD OF DIRECTORS HAS PROPOSED FIVE MATTERS TO THE STOCKHOLDERS AND HAS SOLICITED THE PROXY FORM ATTACHED HERETO.

Unless we indicate otherwise or unless the context requires otherwise, all references in this proxy statement to “we,” “us,” “our,” or the “Corporation” are to OPENLiMiT, Inc., all references to “ZAG” are to ZAG Holding AG and its subsidiaries, and all references to the “Agreement” are to Securities Exchange Agreement and Plan of Exchange dated June 19, 2007 by and between the Corporation, ZAG and the shareholders of ZAG.

QUESTIONS AND ANSWERS

Q.	Why did I receive this proxy statement?

A.	You received this proxy statement as notice of the Special Meeting pertaining to the following:

(1)	a proposal to amend the Corporation’s Articles of Incorporation to change the name of the Corporation to “SunVesta, Inc.”;

(2)	a proposal to amend the Corporation’s Articles of Incorporation to increase the number of shares of our existing class of preferred shares to 50,000,000, with a par value of $0.01, which shares’ rights, preferences and limitations would be designated by the board of directors of the Corporation;

(3)	a proposal to acquire ZAG pursuant to the Agreement dated June 19, 2007;

(4)	a proposal to effect a reverse stock split on the basis of fifty (50) existing shares for one (1) new share (50:1) of the Corporation’s issued and outstanding common stock; and

(5)	a proposal to elect two directors, each to serve until the next annual stockholders’ meeting or until his respective successor has been duly elected or appointed.

Q.	Why does the Corporation propose to change its name to “SunVesta, Inc.”?

A.	The Corporation proposes a name change in connection with our prospective acquisition of ZAG that would mirror the business identity of ZAG’s operating subsidiaries, all which include the registered trademark “SunVesta” in their respective names.

Q.	Why does the Corporation propose to increase an existing class of preferred shares?

A.	The Corporation proposes to increase an existing class of preferred shares to provide us with greater flexibility in using our capital stock for business and financial purposes in the future.

Q.	When do you expect the amendments to become effective?

A.	If approved at the Special Meeting, the proposed amendments to our Articles of Incorporation would be effective on filing with the Florida Secretary of State. The Corporation would expect to file the amendments with the Florida Secretary of State as soon as is practical after the Special Meeting.

Q.	Why does the Corporation propose to acquire ZAG?

A.	Since the spin-off of the Corporation’s operating subsidiary, OPENLiMiT Holding AG, in August of 2005, we have sought to identify a business opportunity that might bring value to our stockholders. We believe that ZAG’s business is such an opportunity.

Q.	Would the acquisition of ZAG constitute a change in control of the Corporation?

Yes. The issuance of 21,000,000 new post reverse split shares would constitute a change of control as the effect of the proposed reverse split would be to reduce the number of our outstanding shares to approximately 1,400,000 prior to acquiring ZAG. The proposed election of a new board of directors would also constitute a change in control.

Q.	When would you expect the acquisition of ZAG to be consummated?

A.	If approved, the acquisition of ZAG would be consummated following the effective date of the proposed reverse split, but only in the event that all other proposals considered are also approved.

Q.	Why does the Corporation propose to effect a reverse split?

A.	We propose to effect a reverse split to support a more attractive share price, reduce stockholder transaction costs, encourage trading liquidity, and increase earnings per share visibility, in the event earnings are realized.

Q.	What would be the effect of the reverse split?

The reverse split would consolidate our issued and outstanding shares on a fifty (50) existing shares to one (1) new share (50:1) basis creating one (1) new share for fifty (50) existing shares of the Corporation’s common stock held as of the close of business on the effective date. A reverse split would not affect the number of authorized common shares or the par value of those shares.

Q.	Would fractional shares of the Corporation’s common stock be adjusted?

A.	Yes. All fractional shares created as a result of a reverse split would be rounded up as an additional whole share.

Q.	Would stockholders need to take any action in connection with the reverse split?

A.	Stockholders who hold their shares in “street name” with nominees or brokerages would not be required to take any action. The adjustment to effect the reverse split would be automatically implemented on the effective date.

Stockholders who hold their shares in certificate form would also not be required to take any action as the adjustment would be implemented by the Corporation’s transfer agent on the effective date. However, stockholders who might wish to physically receive certificates that indicate reverse split shares would have to surrender their pre-split share certificates to the Corporation’s transfer agent in exchange for new certificates that evidence post-split shares.

Q.	When would you expect the reverse split to be effected?

A.	If approved at the Special Meeting, the effective date of the reverse split would be determined in coordination with the filing of amendments to our Articles of Incorporation with the Florida Secretary of State, the Corporation’s transfer agent and the Over the Counter Bulletin Board.

Q.	Why does the Corporation propose to elect a new board of directors?

The sole member of our board of directors has no experience with ZAG’s business model and has indicated a desire to resign from his responsibilities to the Corporation in the event the Agreement is approved by our stockholders. Accordingly, the Corporation has nominated two individuals familiar with ZAG’s business model for election to our board of directors.

Q.	When would the new directors, if elected, be added to the board?

A.	New directors, if elected, would be added to the Corporation’s board of directors immediately following the closing of the acquisition of ZAG, subject to stockholder approval of the Agreement and those other proposals considered at the meeting.

Q.	What happens if additional matters are presented at the Special Meeting? A. No other business will be acted upon at the Special Meeting.

Q.	What do I need to do now?

A.	Vote, either in person or by proxy.

Q.	What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. That other person is considered your proxy. If you designate someone as your proxy in a written document, that document also is called a proxy. The Corporation has designated Henry Dattler, our chief executive officer and sole director, to act as proxy for the Special Meeting.

Q.	Who may vote at the Special Meeting?

You may vote your common stock if the Corporation’s records show that you owned your shares as of the close of business on July 10, 2007 (the “Record Date”). You may cast one vote for each share of common stock held by you on all matters presented. As of the Record Date, there were 70,000,000 shares of common stock issued and outstanding.

Q.	What is the voting requirement to approve the proposals?

A.	The voting requirement to approve each of the proposals is the affirmative vote of a simple majority of our outstanding shares of common stock since implementation of each proposal is dependent on the approval of the Agreement. Abstentions have the same effect as votes against the proposals.

If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur when a beneficial owner fails to give voting instructions with respect to “non-routine” matters. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Therefore, although broker non-votes are counted for purposes of determining a quorum, broker non-votes will not otherwise affect the outcome of any matter being voted on at the meeting.

Q.	What is the quorum requirement for the Special Meeting?

A majority of the Corporation’s outstanding shares as of the record date must be present at the Special Meeting in order to hold the meeting and conduct business due to the nature of the business to be conducted. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you (i) are present and vote in person at the meeting, or (ii) have properly submitted a proxy card.

Q.	How does the board of directors recommend that I vote?

A.	The board of directors recommends that you vote “FOR” each of the proposals.

Q.	How can I vote my shares in person at the Special Meeting?

If your shares are registered directly in your name with the Corporation’s transfer agent, you are considered the “stockholder of record” with respect to those shares the proxy materials and proxy card are being sent directly to you. As the stockholder of record, you have the right to vote in person at the meeting. If you choose to do so, you can bring the enclosed proxy card or vote using the ballot provided at the meeting. However, even if you plan to attend the Special Meeting, the board recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the Special Meeting.

Some of the Corporation’s stockholders hold their shares in street name through a stockbroker, bank, or other nominee rather than directly in their own name. In that case, you are considered the “beneficial owner” of shares held in street name, and the proxy materials are being forwarded to you together with a voting instruction card. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, trustee, or nominee that holds your shares, giving you the right to vote those shares at the meeting. If you wish to attend the Special Meeting and vote in person, you will need to contact your broker, trustee, or nominee to obtain a legal proxy.

Q.	How can I vote my shares without attending the Special Meeting?

Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct your vote without attending the Special Meeting by completing and mailing your proxy card or voting instruction card in the enclosed pre-paid envelope or by faxing the proxy card to our transfer agent. Please refer to the enclosed materials for details.

Q.	What happens if I do not give specific voting instructions?

A.	If you hold shares as a record holder, and you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our board of directors. If you do not return a proxy and do not vote at the Special Meeting in person, your shares will not be voted.

If you hold your shares through a broker, bank, or other nominee and you do not provide instructions on how to vote, your broker or other nominee may have authority to vote your shares on your behalf on matters to be considered at the Special Meeting.

Q.	How can I change my vote after I return my proxy card (“power of revocability”)?

You may revoke your proxy and change your vote at any time before the final vote at the meeting. You may do this by signing and delivering a new proxy card with a later date or by attending the meeting and voting in person. However, your attendance at the meeting will not automatically revoke your proxy unless you vote at the meeting or specifically request in writing that your prior proxy be revoked.

Q.	Does Florida have dissenters’ rights of appraisal?

A.	Stockholders of Florida domestic corporations have no rights of appraisal under Florida Corporate Statutes in connection with the proposals presented for consideration.

Q.	Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Corporation or to third parties, except: (i) as necessary to meet applicable legal requirements, (ii) to allow for the tabulation of votes and certification of the vote, and (iii) to facilitate a successful proxy solicitation. Occasionally, stockholders provide written comments on their proxy card, which may be forwarded to the Corporation’s management.

Q.	Where can I find the voting results of the Special Meeting?

A.	The preliminary voting results will be announced at the meeting. The final voting results will be tallied by our transfer agent and published by the Corporation on Form 8-K and Form 10-QSB.

Q.	Why do you need stockholder approval for the proposals?

A.	We are obligated to seek stockholder approval for each of the proposals pursuant to Florida Corporate Statutes.

Q.	Are the approvals of the proposals contingent upon one another?

A.	Yes. The approval of Proposal 1 (name change), Proposal 2 (increase in authorized class of preferred shares), Proposal 4 (reverse split), and Proposal 5 (election of a new board of directors) are all contingent on the approval of Proposal 3 (acquisition of ZAG).

Q: Who pays for the cost of this proxy solicitation?

The solicitation was made by the Corporation and as such we will pay the costs of the solicitation of proxies (under $10,000). The Corporation may also reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding the voting materials to their customers who are beneficial owners and obtaining their voting instructions. In addition to soliciting proxies by mail, the Corporation’s board members, officers and employees may solicit proxies on the Corporation’s behalf, without additional compensation, personally or by telephone.

Q: How can I obtain a copy of the Corporation’s 10-KSB?

A copy of the Corporation’s 2006 year end report on Form 10-KSB may be obtained at no charge by sending a written request to the Corporation’s corporate address. The Form 10-KSB is also available on the Securities and Exchange Commission’s website at www.sec.gov.

Q.	Whom can I contact with questions?

A.	If you have any questions about any of the actions to be taken by the Corporation, please contact the Corporation’s chief executive officer, Henry Dattler, by telephone at 011 41 41 560 10 23.

SUMMARY TERM SHEET FOR THE APPROVAL OF THE AGREEMENT

THE ACQUISITION OF ZAG WILL RESULT IN A CHANGE IN BUSINESS AND WILL RESULT IN A CHANGE IN CONTROL OF THE CORPORATION.

This summary highlights selected information from this proxy statement related to the acquisition of ZAG and may not contain all of the information that is important to you. To understand the transaction fully, and for a more complete description of the terms of the acquisition, you should carefully read this entire proxy statement, including the Agreement attached hereto as Exhibit 1. We have included page references in this summary to direct you to the appropriate place in this proxy statement and the exhibits for a more complete description of the topics presented.

CONTACT INFORMATION

OPENLiMiT, Inc.

Zugerstrasse 76B

Baar, Switzerland

CH 6341

Telephone: 011 41 41 560 1023 Fax: 011 41 41 560 1039

Attn: Henry Dattler

ZAG Holding AG

Dammstrasse 19

Zug, Switzerland

CH-6300

Tel: 011 41 41 723 23 44 Fax: 011 41 41 723 23 45

Attn: Thomas Meier

BUSINESS CONDUCTED

OPENLiMiT, Inc. (page 23)

The Corporation was incorporated under the laws of the State of Florida on September 12, 1989, as Thor Ventures Corp. On November 26, 2002, our name changed to “Jure Holdings, Inc.” as part of a corporate restructure. On April 25, 2003, we acquired OPENLiMiT Holding AG, a Swiss developer of digital signature and encryption software and changed our name to OPENLiMiT, Inc. On September 1, 2005, we spun-off OPENLiMiT Holding, AG to our shareholders, and have since been in search of a suitable business to acquire.

ZAG Holding AG (page 30)

ZAG Holding AG was incorporated in Switzerland on December 18, 2001. ZAG intends to develop real estate ventures in emerging tourist destinations that will offer factional ownership with international membership privileges in luxury resorts. ZAG’s business model intends to offer a secure investment in real estate with the prospect of substantial capital growth combined with the appeal of preferential vacation rates at any of the hospitality properties operated or affiliated with the program.

ZAG has acquired prime property located in Guanacaste, Costa Rica, as the site for the development of a $120 million luxury resort and spa hotel, the SunVesta Papagayo Princess Resort, slated to open in November of 2009. Meanwhile, ZAG is also seeking to identify other promising hospitality properties in emerging tourism markets that could suit its business model.

ZAG’s wholly owned subsidiaries include Sunvesta Projects and Management AG, Sunvesta Turistik Yatririm VE and Sunvesta Costa Rica Marketing & Sales Ltda.

ZAG’s audit expressed substantial doubt as to its ability to continue as a going concern as a result of (i) losses of $4,382,831 from inception until December 31, 2006, (ii) negative cash flows from operations for the period ended December 31, 2006, and (iii) a working capital deficiency of $5,742,636 at December 31, 2006. ZAG’s future revenues are dependent on the successful development and marketing of hospitality properties.

THE ACQUISITION (page 19)

On June 19, 2007, the Corporation executed the Agreement, which provides for a stock exchange that would cause the Corporation’s acquisition of ZAG, subject to each party’s satisfaction of certain conditions precedent to the acquisition.

Proposal 3 asks that our stockholders consider the prospective acquisition of ZAG pursuant to the terms and conditions of the Agreement.

We have issued no securities in connection with the intended acquisition.

Agreement (page 19)

Subject to the terms and conditions of the Agreement, the shareholders of ZAG would exchange 600,000 shares, or 100%, of its outstanding ownership interest for 21,000,000 shares of the Corporation, or approximately 93.75% of our outstanding shares, which shares would be distributed to ZAG’s shareholders on a pro rata basis.

Closing of the Agreement (page 19)

If the acquisition of ZAG is approved by our stockholders, the closing of the Agreement would take place as soon as is practicable at the offices of the ZAG, following the the effective date of the proposed reverse split.

Conditions Precedent to the Agreement (page 19)

The closing of the Agreement depends on the satisfaction or waiver of a number of conditions, including:

l stockholder approval of the Agreement;

l stockholder approval of the name change;

l stockholder approval of the increase in authorized preferred stock;

l stockholder approval of the reverse split or consolidation of outstanding common stock;

l stockholder election of a new board of directors;

l the resignation of our current officer and director;

l the receipt and provision of closing documentation and securities on the closing date.

Representations and Warranties within the Agreement (page 21)

The Corporation and ZAG represent and warrant a number of conditions within the Agreement.

Interests of Our Executive Officer and Director in the Agreement (page 21)

Our sole executive officer and director may have interests in the acquisition of ZAG that may be different from, or similar to, yours.

Change of Control (page 21)

Stockholder approval of the Agreement would cause a change in control of the Corporation’s equity ownership and management.

The Consideration Offered to Stockholders (page 21)

There would be no consideration offered to stockholders.

The Reasons for Engaging in the Agreement (page 21)

We believe that ZAG’s plan of operation is an opportunity that may bring value to our stockholders.

The Vote Required for Approval Of the Agreement (page 22)

Approval of the Agreement requires the affirmative vote of a majority of the stockholders entitled to vote at the Special Meeting.

Material Differences in the Rights of Security Holders as a Result of the Agreement (page 22)

There would be no material differences in the rights of security holders as a result of the acquisition of ZAG.

Accounting Treatment of the Agreement (page 22)

The acquisition would be accounted for as a reverse acquisition or recapitalization of ZAG, in accordance with U.S. generally accepted accounting principles.

The Federal Income Tax Consequences of the Agreement (page 22)

Our stockholders would not recognize a gain or loss as a result of the acquisition of ZAG.

Neither the Corporation nor ZAG would recognize any gain or loss as a result of the acquisition, which would be deemed by the parties to be tax free.

REGULATORY APPROVALS (page 22)

No material federal or state regulatory requirements must be complied with or approvals obtained in connection with the proposed acquisition of ZAG.

REPORTS, OPINIONS, APPRAISALS (page 22)

The Corporation has obtained no reports, opinions, or appraisals with regard to the transaction.

PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS (page 22)

The Corporation has had no past contracts, transactions or negotiations with ZAG prior to communications exchanged in connection with the proposed acquisition.

PRO FORMA FINANCIAL DATA

The following is a summary of unaudited, pro forma, consolidated, financial data for the periods ended as of March 31, 2007 and December 31, 2006 for the Corporation and ZAG. This summary of pro forma financial data is based on pro forma financial data attached hereto as Exhibit FE and FF. For accounting purposes, the acquisition has been treated as an acquisition of the Corporation by ZAG and as a recapitalization of ZAG. The pro forma balance sheet is presented as if the acquisition of ZAG by the Corporation had occurred on March 31, 2007 and the pro forma statement of operations data is presented as if the acquisition of ZAG the Corporation had occurred on December 31, 2006. The pro forma financial data is presented for informational purposes and is not necessarily indicative of either the future results of operations or the results of operations that would have occurred if the acquisition had been consummated on any date. You should read the following pro forma financial data along with other financial information contained elsewhere in this proxy statement.

Consolidated Pro Forma Balance Sheets

                                                                                      March 31             December 31,
                                                                                        2007                   2006
                                                                               -- ------------------     ------------------
ASSETS
CURRENT ASSETS
     Cash                                                                   $               224,801   $             99,979
     Marketable securities                                                                        -                242,048
     Other current assets                                                                    49,928                 31,034
                                                                               -- ------------------     ------------------
         TOTAL CURRENT ASSETS                                                               274,729                373,061
                                                                               -- ------------------     ------------------
PROPERTY AND EQUIPMENT, NET                                                                 151,035                153,363
                                                                               -- ------------------     ------------------
OTHER ASSETS
     Deposits                                                                                50,676                 42,669
     Prepaid building costs                                                                 637,208                538,499
     Investments                                                                          2,998,520                978,523
                                                                               -- ------------------     ------------------
         TOTAL OTHER ASSETS                                                               3,686,404              1,559,691
                                                                               -- ------------------     ------------------
TOTAL ASSETS                                                                $             4,112,168   $          2,086,115
                                                                               == ==================     ==================

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
     Accounts payable                                                       $                50,106   $            159,423
     Accrued expenses                                                                       672,047                590,128
     Deposits on stock                                                                    6,573,111              4,703,429
     Advances from related parties                                                        1,531,726                682,008
                                                                               -- ------------------     ------------------
         TOTAL CURRENT LIABILITIES                                                        8,826,990              6,134,988
                                                                               -- ------------------     ------------------
COMMITMENTS AND CONTINGENCIES                                                                     -                      -
                                                                               -- ------------------     ------------------

STOCKHOLDERS' DEFICIT
      Preferred Stock                                                                             -                      -
      Common stock                                                                          224,000                224,000
     Additional paid-in capital                                                             238,594                248,230
     Accumulated other comprehensive income (loss)                                              126              (139,874)
     Retained earnings prior to development stage                                             1,602                  1,602
     Accumulated deficit during development stage                                       (5,179,144)            (4,382,831)
         TOTAL STOCKHOLDERS' DEFICIT                                                    (4,714,822)            (4,048,873)
                                                                               -- ------------------     ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                 $             4,112,168   $          2,086,115
                                                                               == ==================     ==================

                            Consolidated Pro Forma Statements of Operations and Comprehensive Income (Loss)

                                                                               Three Months                  Year
                                                                                   Ended                    Ended
                                                                                 March 31,                December 31,
                                                                                   2007                       2006

REVENUES                                                                $                      -   $                   -

COST OF SALES                                                                                  -                       -
                                                                           ----------------------     -------------------

                                                                                                     Gross Profit                                                                              -                       -
                                                                           ----------------------     -------------------

EXPENSES
     Administrative                                                                      389,263               1,832,024
     Salaries and wages                                                                  220,048                 544,190
     Marketing and sales                                                                  40,641                 125,735
     Depreciation, amortization, and impairments                                          14,746                  57,159
                                                                           ----------------------     -------------------
        Total Expenses                                                                   664,698               2,559,108
                                                                           ----------------------     -------------------

LOSS FROM OPERATIONS                                                                   (664,698)             (2,559,108)
                                                                           ----------------------     -------------------

OTHER INCOME (EXPENSE)
     Interest expense                                                                   (13,509)                (45,748)
     Interest income                                                                         482                       -
     Gain (loss) on marketable securities                                              (128,224)             (1,008,324)
     Gain of forgiveness of debt                                                               -                  43,012
                                                                           ----------------------     -------------------
                                                                           ----------------------     -------------------
        Total Other Income (Expense)                                                   (141,251)             (1,011,060)
                                                                           ----------------------     -------------------

NET LOSS                                                                               (805,949)             (3,570,168)

OTHER COMPREHENSIVE INCOME (LOSS)                                                        140,000               (163,151)
                                                                           ----------------------     -------------------

NET COMPREHENSIVE INCOME (LOSS)                                         $              (665,949)   $         (3,733,319)
                                                                           ======================     ===================

BASIC AND DILUTED NET LOSS PER SHARE                                    $                 (0.04)   $              (0.16)
                                                                           ======================     ===================

                                 WEIGHTED AVERAGE NUMBER OF COMMON SHARES

     OUTSTANDING, BASIC AND DILUTED                                                   22,400,000              22,400,000
                                                                           ======================     ===================

RISK FACTORS

Before deciding how to vote on the proposals described in this proxy statement, you should carefully consider the risks relating to the Agreement and to our post-closing operations as described below, together with the other information in this proxy statement. Our business, financial condition and results of operations could be adversely affected by any of the following risks, which could cause the trading price of our common stock to decline.

RISKS RELATING TO THE ACQUISITION OF ZAG

Terms determined in the Agreement would result in a change of control of the Corporation.

The issuance of post reverse split shares to the shareholders of ZAG would dilute the voting power and ownership percentage of our existing shareholders and cause a change in control of the Corporation. The terms of the Agreement require us to issue 21,000,000 new shares, that issuance would result in a dilution of approximately 93.75% to our existing stockholders. Further, the Agreement requires the Corporation to elect a new board of directors and to accept the resignation of our current management. Any change in control of the Corporation could have a negative impact on our stockholders.

The Corporation might not realize the anticipated benefits from the acquisition of ZAG.

We may not realize any benefit from the acquisition of ZAG since that company has no proven record of success in offering fractional ownership interests in luxury real estate and has limited experience within the hospitality industry as a whole. Should ZAG fail to successfully implement its business plan our results of operations would be negatively impacted by that failure.

The acquisition of ZAG could decrease the value of your stock

ZAG is a development stage company with no history of realizing revenue and a precedent of net losses, about which ZAG’s auditors have expressed a going concern opinion. Additionally, ZAG expects losses in the future and its current assets are insufficient to conduct its plan of operation over the next 12 months. Given these facts, the acquisition of ZAG could result in significant losses to the Corporation which could decrease the value of your stock.

We might be unable to manage the growth of our business which could negatively affect development, revenues, and fiscal independence.

We believe that if our post-acquisition growth plan is successful, our business has the potential to grow in size and complexity. If management is unable to organize growth effectively, our business development may be slowed, our operating results may not show a profit, and we may not become financially independent from outside funding sources. Any new sustained growth would place a significant strain on our management systems and operational resources. We anticipate that new sustained growth, if any, would require us to recruit, hire and retain new managerial, finance and support personnel. We cannot be certain that we would be successful in recruiting, hiring or retaining such personnel. Our ability to compete effectively and to manage our future growth, if any, would also depend on our ability to maintain and improve operational, financial, and management information systems on a timely basis and to expand, train, motivate and manage our work force. If we begin to grow, we cannot be certain that our personnel, systems, procedures, and controls would be adequate to support our operations.

We may not be successful in integrating the business operations of ZAG into our own operations, stifling growth and hindering the realization of a profit.

The acquisition of ZAG would involve the integration of companies that have previously operated independently. A successful integration of ZAG’s operations would depend on our ability to consolidate operations and to integrate ZAG’s management team. If we are unable to do so, we may not realize the anticipated potential benefits of the acquisition, our business development could be stifled, and results of operations might not produce a profit. Difficulties could include the loss of key employees, the disruption of ZAG’s ongoing businesses, and possible inconsistencies in standards, controls, procedures and policies.

RISKS RELATED TO THE BUSINESS OF ZAG

ZAG’s limited operating history; anticipated losses; uncertainly of future results.

ZAG was organized in 2001 and has no operating history upon which an evaluation of its business and prospects can be based. ZAG’s prospects must be evaluated with a view to the risks encountered by a company in an early stage of development, particularly in light of the uncertainties relating to the acceptance of its business model.

ZAG will be incurring costs to develop its luxury real estate and hospitality business. There can be no assurance that ZAG will be profitable on a quarterly or annual basis. In addition, as ZAG expands its business operations it will likely need to increase its operating expenses and increase its administrative resources. To the extent that such expenses are not subsequently followed by commensurate revenues, ZAG’s business results of operations and financial condition would be materially adversely affected.

ZAG has an historical record of losses which may continue.

ZAG reported operating losses for the fiscal year ended December 31, 2006 of $3,738,864 and operating losses for the fiscal quarter ended March 31, 2007 of $656,313. The historical record indicates that ZAG has not realized revenue from its efforts and cannot provide us with any certainty that revenue is forthcoming or that revenue would be sufficient to support operations. The sum of these indicators creates uncertainty as to whether ZAG will ever transition from losses to profits. Should ZAG continue to incur losses it would be unable to meet its working capital requirements which inability would stifle operations.

Need for additional financing

ZAG has no revenue from operations and therefore is not able to meet operating costs. As such, the Corporation would need to raise capital within the next twelve months to implement ZAG’s plan of operation. However, there can be no assurance that the Corporation would be able to raise the required capital or that any capital raised would be obtained on favourable terms. Failure to obtain adequate capital would significantly curtail ZAG’s business.

Unpredictability of future revenues; potential fluctuations in ZAG’s operating results.

Since ZAG has no history of generating revenues within the niche luxury real estate market in which it competes, it is unable to forecast revenues accurately. ZAG’s current and future expense levels are based largely on its own investment/operating plans and management estimates of future revenue. ZAG may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall or delay. Accordingly, any significant shortfall or delay in revenue in relation to ZAG’s planned expenditures would have an immediate adverse affect on its business, financial condition, and results of operations.

Dependence on key personnel.

ZAG’s performance and operating results are substantially dependent on the continued service and performance of its managers, officers, and directors. ZAG intends to hire additional management personnel as they move forward with their business model. Competition for such personnel is intense, and there can be no assurance that ZAG can retain its key management employees, or that it will be able to attract or retain highly qualified technical personnel in the future. The loss of the services of Thomas Meier or any of ZAG’s other key employees or the inability to attract and retain the necessary management personnel could have a material adverse effect upon its business.

Unproven acceptance of ZAG’s approach to offering fractional ownership of luxury real estate.

Although the concept of fractional ownership of luxury real estate is not new to the hospitality industry, ZAG’s plan of operation incorporates proven traditional elements of fractional ownership with unproven concepts yet to be offered. As a result, ZAG does not know with any certainty whether its services and/or products will be accepted within the hospitality marketplace. If ZAG’s services and/or products prove to be unsuccessful within the marketplace, such failure could materially adversely affect ZAG’s financial condition, operating results, and cash flows.

FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. These statements relate to future events, future financial performance or projected business results and involve known and unknown risks and uncertainties. Actual results may differ materially from those expressed or implied by these statements. In some cases, you can identify forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will” or other similar words. The following list identifies some of the factors that could cause actual results to differ from those expressed or implied from the forward-looking statements:

l our anticipated financial performance and business plan;

l the sufficiency of existing capital resources;

l our ability to raise additional capital to fund cash requirements for future operations;

l uncertainties related to our future business prospects;

l our ability to generate revenues to fund future operations;

l the volatility of the stock market; and

l general economic conditions.

The Corporation’s forward-looking statements are based on management’s beliefs and assumptions extracted from information available to management at the time the statements are made. Management cautions you that assumptions, beliefs, expectations, intentions and projections about future events may, and often do, vary materially from actual results. Therefore, actual results may differ materially from those expressed or implied by the forward-looking statements.

PROPOSAL 1

APPROVAL OF AN AMENDMENT TO CHANGE THE CORPORATION’S NAME

On June 18, 2007, the Corporation’s board of directors approved an amendment to our Articles of Incorporation, subject to stockholder approval, to change the name of the Corporation from “OPENLiMiT, Inc.” to “SunVesta, Inc.” to mirror the business identity of ZAG’s operating subsidiaries, all of which include the registered trademark “SunVesta” in their respective names.

This amendment would delete Article I of our Articles of Incorporation in its entirety, providing for a new Article I. The full text of the proposed amendment is as follows:

“ARTICLE I

NAME

The name of this corporation is SUNVESTA, INC.”

If this proposal is approved by the stockholders at the Special Meeting, the Corporation would file an amendment to the Articles of Incorporation for the purpose of effecting the name change. This amendment would become effective upon the filing of a Certificate of Amendment with the Secretary of State of Florida, which is expected to take place promptly after the Special Meeting.

Nonetheless, if in the judgment of the board of directors, any circumstances exist which would make such filing inadvisable, then, in accordance with Florida law and notwithstanding the approval by the Corporation’s stockholders, the board of directors may abandon such amendment, either before or after approval and authorization thereof by the stockholders, at any time prior to the effectiveness of the filing of the amendment.

Required Vote

Approval of this proposal requires the affirmative vote of a majority of the votes cast at the meeting, assuming a quorum is present. Approval of the name change also requires the approval of the other four proposals presented in this proxy statement. Broker non-votes are counted solely for the purpose of determining a quorum. Abstentions will have the same effect as a vote against this proposal.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADOPTION AND APPROVAL OF THE PROPOSED AMENDMENT TO THE CORPORATION’S ARTICLES OF INCORPORATION TO CHANGE THE CORPORATION’S NAME FROM “OPENLiMiT, INC.” TO “SUNVESTA, INC.”

PROPOSAL 2

APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED PREFERRED CLASS OF SHARES FROM 500,000 TO 50,000,000

The Corporation’s Articles of Incorporation provide that the Corporation is authorized to issue 200,000,000 common shares par value $0.01 and 500,000 preferred shares par value $0.01. No shares of preferred stock are currently outstanding.

On June 18, 2007, our board of directors approved an amendment to the first paragraph of Article III of our Articles of Incorporation, subject to stockholder approval, to increase the shares of preferred stock that are authorized for issuance by 49,500,000 shares par value $0.01, to bring the total number of preferred shares authorized for issuance to 50,000,000 par value $0.01.

The rights, preferences and limitations of our preferred stock would be designated by the Corporation’s board of directors, if and when issued, to provide greater flexibility in using our capital stock for business and financial purposes in the future. No change would be made to the number of shares of common stock that are authorized for issuance.

Purpose and Affect of Increasing a Class of Preferred Shares

The majority of publicly held companies in the United States have authorized one or more classes of preferred stock in their articles of incorporation. Preferred stock is generally defined to mean any class of equity securities which has a preference over common stock in terms of dividends and or claims on a company’s assets on liquidation. Among other advantages, preferred stock can provide companies like the Corporation with a less expensive source of funding for corporate ventures.

While the Corporation at the present time has no plan or intention to issue preferred shares, the board of directors believes that it is advisable to increase our class of preferred shares to provide us with more flexibility to use our capital stock in the best interests of the stockholders. These preferred shares may be used for various purposes including, without limitation, raising additional capital through the sale of preferred shares, acquiring another company or business or assets in exchange for shares of preferred stock, establishing strategic relationships with corporate partners who are compensated with preferred shares, providing equity incentives to employees, officers or directors or pursing other matters as the Corporation deems appropriate. Should the increase in our existing class of preferred shares be approved by our stockholders, the board of directors does not intend to solicit further stockholder approval prior to the issuance of preferred shares, except as may be required by applicable law or the terms of any series of outstanding preferred shares, and the terms of any such preferred shares would have the rights and preferences determined by the board of directors.

Potential Affect of Increasing the Number of Preferred Shares on Holders of Common Shares

The holders of the Corporation’s common stock do not have any preemptive or similar rights to purchase any shares of preferred stock. Although increasing the number of preferred shares will not, in and of itself, have any immediate effect on the rights of holders of the Corporation’s common stock, the issuance of shares of one or more series of preferred shares could, depending on the nature of the rights and preferences granted by the board of directors to the newly issued series of preferred shares, affect the holders of the Corporation’s common stock in a number of respects, including, without limitation the following;

l though preferred shares generally have no voting rights attached, should the Corporation’s board of directors issue preferred shares with voting rights, such shares would dilute the voting power of holders of the Corporation’s common shares;

l by reducing the amount otherwise available for the payment of dividends on (and or restricting the payment of dividends on) the Corporation’s common shares, to the extent dividends are payable on shares of preferred shares;

l in the event preferred shares provided for the conversion of such shares into the Corporation’s common shares and the conversion was deemed to be below the fair market value of the Corporation’s common stock, such a series of preferred shares could serve to decrease the prospective market price of the Corporation’s common stock;

l by reducing the amount otherwise available for payment upon liquidation of the Corporation to the holders of the Corporation’s common shares, to the extent of any liquidation preference of preferred stock; and

l by diluting the earnings per share and book value per share of the outstanding shares of the Corporation’s common shares and preferred shares.

Further, although the authorization of an increase in the existing class of preferred shares is not motivated by takeover concerns and is not considered or intended by the board of directors to be an anti-takeover measure, the availability of additional authorized preferred shares could enable the board of directors to make more difficult, discourage or prevent an attempt by a person, group or entity to obtain control of the Corporation by merger, tender offer, proxy contest or other reasons. For example, the board of directors could issue preferred shares defensively on favorable terms in response to a takeover attempt. Such issuance could deter the types of transactions which may be proposed or could discourage or limit the participation of the Corporation’s common shares in certain types of transactions that might be proposed (such as a tender offer), whether or not such transactions are favored by the majority of the Corporation’s stockholders, and could enhance the ability of the Corporation’s officers and directors to retain their positions. However, the board of directors has no present intention to use the preferred shares in order to impede a takeover.

This amendment would delete the first paragraph of Article III of the Amended Articles of Incorporation, providing for a new first paragraph of Article III. The full text of the proposed amendment is as follows:

“ARTICLE III

AUTHORIZED SHARES

The capital stock of this corporation shall consist of 200,000,000 shares of Common Stock having a par value of $0.01 per share and 50,000,000 shares of Preferred Stock, $0.01 par value per share.”

If this proposal is approved by the stockholders at the Special Meeting, the Corporation would file an amendment to the Articles of Incorporation for the purpose of increasing the authorized preferred stock. This amendment would become effective upon the filing of a Certificate of Amendment with the Secretary State of Florida, which is expected to take place promptly after the Special Meeting.

Required Vote

Approval of this proposal requires the affirmative vote of a majority of the votes cast at the meeting, assuming a quorum is present. Approval of the increase in the number of authorized preferred shares also requires the approval of the other four proposals presented in this proxy statement. Broker non-votes are counted solely for the purpose of determining a quorum. Abstentions will have the same effect as a vote against this proposal.

Board Recommendation

THE CORPORATION'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED AMENDMENT TO THE CORPORATION'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED PREFERRED SHARES WITH RIGHTS, PREFERENCES AND LIMITATIONS TO BE ESTABLISHED BY RESOLUTION OF THE BOARD OF DIRECTORS.

PROPOSAL 3

APPROVAL OF THE SECURITIES EXCHANGE AGREEMENT AND PLAN OF EXCHANGE

On June 18, 2007, our board of directors approved the execution of a Securities Exchange Agreement and Plan of Exchange with ZAG Holdings AG and the shareholders of ZAG, subject to stockholder approval, that would cause us to acquire ZAG. Since the spin-off of OPENLiMiT Holding AG in September of 2005, we have sought to identify a business opportunity that might bring value to our stockholders. We believe that ZAG’s plan of operation is such an opportunity.

If this proposal is approved by our stockholders at the Special Meeting, the Corporation would close the Agreement with ZAG by issuing 21,000,000 post fifty to one (50:1) reverse split shares of common stock, par value $0.01 to the shareholders of ZAG, in exchange for 100% of the shares of ZAG.

Required Vote

Approval of this proposal requires the affirmative vote of a majority of the votes entitled to act at the Special Meeting, assuming a quorum is present. Approval of the Agreement also requires the approval of the other four proposals presented in this proxy statement. Broker non-votes are counted solely for the purpose of determining a quorum. Abstentions will have the same effect as a vote against this proposal.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVING

THE SECURITIES EXCHANGE AGREEMENT AND PLAN OF EXCHANGE.

FURTHER INFORMATION REGARDING PROPOSAL 3

Proposal 3 concerns the Corporation’s proposed acquisition of 100% of ZAG pursuant to the Agreement.

THE ACQUISITION

On June 19, 2007, the Corporation executed the Agreement, which provides for a stock exchange that would cause the Corporation’s acquisition of ZAG and its wholly owned subsidiaries, subject to each party’s satisfaction of certain conditions precedent to the acquisition.

ZAG is in the business of developing real estate ventures in emerging tourist destinations that will offer factional ownership with international membership privileges in luxury resorts. ZAG’s business model intends to offer a secure investment in real estate with the prospect of substantial capital growth combined with the appeal of preferential vacation rates at any of the hospitality properties operated or affiliated with the program.

Proposal 3 asks that our stockholders consider the prospective acquisition of ZAG and its wholly owned subsidiaries pursuant to the terms and conditions of the Agreement.

We have issued no securities in connection with the intended acquisition. Should the Corporation’s stockholders approve all proposals presented in this proxy statement including the election of a new board of directors, the consummation of the acquisition of ZAG would result in an immediate dilution of approximately 93.75% to existing stockholders.

Agreement

Subject to the terms and conditions of the Agreement, the shareholders of ZAG would exchange 600,000 shares, or 100%, of its outstanding ownership interest for 21,000,000 shares of the Corporation, or approximately 93.75% of our outstanding shares after the issuance, which shares would be distributed to ZAG’s shareholders on a pro rata basis on closing.

Closing of the Agreement

The closing of the Agreement is subject to certain provisions precedent or coincident to the transaction including our agreement to change the name of the Corporation, increase the number of authorized preferred shares, approve the Agreement, effect a reverse split and elect a new board of directors. Should our stockholders approve the Agreement, the amendments to our articles of incorporation and the implementation of a reverse split must be effected prior to closing the Agreement as closing will require us to issue 21,000,000 post reverse split shares to the shareholders of ZAG. The filing of amendments to our articles of incorporation and effecting a reverse split of our common stock would require coordination with our transfer agent, the Florida Secretary of State and the Over the Counter Bulletin Board (OTCBB). Since a reverse split of our common stock requires ten days prior notice to the OTCBB we anticipate closing the acquisition of ZAG no earlier than ten days following our Special Meeting or August 20, 2007.

Conditions Precedent to the Agreement

The closing of the Agreement depends on the satisfaction or waiver of a number of conditions.

Stockholder approval of the Agreement

The Agreement requires that our stockholders and those of ZAG approve the terms and conditions of the proposed transaction, each within its own regulatory framework. The purpose of this proxy statement is to present the Agreement and those other proposals incumbent on the Corporation for the consideration of our stockholders.

Stockholder approval of a name change

The Agreement requires that our stockholders vote to amend our articles of incorporation to change the name of the Corporation to “SunVesta, Inc.” to mirror the business identity of ZAG’s operating subsidiaries, all which include the registered trademark “SunVesta” in their respective names.

Stockholder approval of an increase in authorized preferred stock

The Agreement requires that our stockholders vote to amend our articles of incorporation to increase the number of authorized preferred shares from 500,000 to 50,000,000. The increase is intended to provide the board of directors with greater flexibility in using the Corporation’s capital stock in a variety of ways including securing debt financing, entering into joint venture arrangements and for other corporate purposes. The board of directors has no current intention to issue shares of preferred stock and no shares of preferred stock are currently outstanding.

Stockholder approval of a reverse split or consolidation of outstanding common stock

The Agreement requires our stockholders to vote in favor of a proposal to effect a fifty to one (50:1) reverse split consolidation of our outstanding shares prior to closing the Agreement to acquire ZAG. The effect of the proposed reverse split would be to cause a substantial dilution to existing stockholders and would result in a change in control of the Corporation on closing the Agreement. The rationale behind the proposal is that a reverse split would support a more attractive share price, reduce stockholder transaction costs, encourage trading liquidity, and increase earnings per share visibility, in the event earnings are realized.

Stockholder election of a new board of directors

The Agreement requires that our stockholders elect a new board of directors familiar with the business operations of ZAG and its subsidiaries. A new board of directors would only assume its responsibilities if all other proposals presented to the stockholders for consideration are approved. In the event that all proposals presented in this proxy statement are approved, the individuals elected, would assume their responsibilities to the Corporation as directors on the closing date of the Agreement.

The resignation of our current officer and director

The Agreement requires that our sole officer and director, Henry Dattler, tender his resignation from the board of directors and as an officer of the Corporation on the closing date of the Agreement. Should the Corporation’s acquisition of ZAG close, Mr. Dattler would immediately offer his resignation. The newly elected board of directors would concurrently assume their respective positions on the board of directors and appoint new officers responsible for managing the Corporation.

The receipt and provision of closing documentation and securities on the closing date

The Agreement requires the receipt and provision of certain closing documentation and securities on the closing date. The Corporation would have to provide to the shareholders of ZAG an aggregate of 21,000,000 post fifty to one (50:1) reverse split shares distributed as detailed in Exhibit A to the Agreement attached to this proxy statement in exchange for an aggregate of 600,000 shares of ZAG effectively endorsed for transfer to the Corporation. The Corporation and ZAG would further be required to provide each other a closing certificate certifying the accuracy of the representations provided by both parties and the respective board of directors’ resolutions approving the transaction. ZAG stockholders would also have to provide us with transmittal letters that attest to compliance with the securities laws of the United States.

Representations and Warranties within the Agreement

The Corporation and ZAG represent and warrant a number of conditions within the Agreement, including the following:

l all of the parties have the requisite authority to execute the Agreement;

l no parties have any legal conflicts;

l the Corporation is in compliance with all Commission filings; and

l the Corporation and ZAG will go about their business in an ordinary fashion until the closing of the Agreement.

Interests of Our Executive Officer and Directors in the Agreement

Our sole executive officer and director, Henry Dattler, owns 10,081,618 shares of the Corporation but would receive no additional shares on the close of the transaction. Therefore, he has a similar interest to his fellow stockholders in the acquisition of ZAG.

Change of Control

In the event that our stockholders approve the Agreement, existing shares of common stock would be consolidated by a fifty to one (50:1) reverse split and then subsequently diluted with the issuance of 21,000,000 new shares to the shareholders of ZAG, which actions would constitute a change of control. On closing of the Agreement our current stockholders would retain approximately 6.25% of the Corporation while the shareholders of ZAG would acquire approximately 93.75%. Additionally, the election of a new board of directors would constitute a change in control of management.

The Consideration Offered to Stockholders

There would be no consideration offered to stockholders in connection with the acquisition of ZAG.

The Reasons for Engaging in the Agreement

ZAG is developing real estate ventures in emerging tourist destinations that will offer factional ownership opportunities with international membership privileges in luxury resorts. ZAG’s business model intends to offer a secure investment in real estate with the prospect of substantial capital growth combined with the appeal of preferential vacation rates at any of the hospitality properties operated or affiliated with its program.

Since the spin-off of the Corporation’s operating subsidiary OPENLiMiT Holding AG, we have sought to identify a business opportunity that might bring value to our stockholders. The Corporation’s board of directors believes that ZAG’s approach to fractional ownership of luxury resort properties within the rapidly growing hospitality industry is a tremendous opportunity on which to focus our business.

The Vote Required for Approval of the Agreement

Approval of the Agreement requires the affirmative vote of the holders of a majority of our issued and outstanding shares of common stock. The record date for purposes of determining the stockholders entitled to vote is July 10, 2007. As of the record date, we have 70,000,000 shares of common stock issued and outstanding that is entitled to vote on whether or not to approve the Agreement, with each share of common stock entitled to one vote.

The sole director of the Corporation holds 10,081,618 shares of common stock, or approximately 14.40% of our issued and outstanding shares, and plans to vote FOR stockholder approval of the Agreement.

Material Differences in the Rights of Security Holders as a Result of the Agreement

There would be no material differences in the rights of security holders as a result of the acquisition of ZAG.

Accounting Treatment of the Agreement

Since the shareholders of ZAG would become the majority stockholders of the Corporation as a result of the acquisition, ZAG is considered the acquirer for accounting purposes so this transaction would be accounted for as a reverse acquisition or recapitalization of ZAG in accordance with U.S. generally accepted accounting principles.

The Federal Income Tax Consequences of the Agreement

Our stockholders would not recognize a gain or loss as a result of closing the Agreement as each would hold the same number of shares of our common stock after the exchange as they held before the exchange. The acquisition would not affect the adjusted bases and holding periods of the shares of our common stock held by the Corporation’s stockholders. In addition, neither the Corporation nor ZAG would recognize any gain or loss as a result of the acquisition as the valuation of ZAG’ shares would be deemed equivalent to the valuation of the Corporation’s shares. Therefore, the Corporation’s acquisition of ZAG would be deemed by the parties to be tax free.

REGULATORY APPROVALS

No material federal or state regulatory requirements must be complied with or approvals obtained in connection with the proposed acquisition of ZAG.

REPORTS, OPINIONS, APPRAISALS

The board of directors of the Corporation has obtained no reports, opinions, or appraisals with regard to the proposed transaction with ZAG.

PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS

The Corporation has had no past contracts, transactions or negotiations with ZAG prior to communications exchanged in connection with the proposed acquisition.

OPENLiMiT, INC.

DESCRIPTION OF BUSINESS

Organization

The Corporation was incorporated as “Thor Ventures Corp” under the laws of the State of Florida on September 12, 1989. On November 26, 2002, we changed our name to “Jure Holdings, Inc.” On April 25, 2003, we acquired OPENLiMiT Holding AG (“OPENLiMiT AG”), a Swiss developer of digital signature and encryption software. We subsequently changed our name to OPENLiMiT, Inc., to reflect the acquisition and business focus. On September 1, 2005, we spun-off OPENLiMiT, AG and its subsidiaries to our stockholders. We are now focused on concluding the acquisition of ZAG pursuant to the terms and conditions of the Agreement dated June 18, 2007.

The Corporation’s principal executive offices are located at Zugerstrasse 76B, Baar Switzerland CH 6341 and its telephone number is 011 41 41 560 1023. Our registered statutory office is located at CorpDirect Agents, Inc. 103 N. Meridian Street, Lower Level,

Tallahassee, Florida, 32301.

The Corporation’s common stock is currently quoted on the Over the Counter Bulletin Board under the symbol “OPLM”.

Employees

The Corporation is a development stage company and currently has no employees. Our executive officer devotes as much time to the affairs of the Corporation as he deems necessary. Our management uses consultants, attorneys, and accountants to assist in the conduct of the Corporation’s business.

DESCRIPTION OF PROPERTY

The Corporation currently shares office space with OPENLiMiT AG at Zugerstrasse 76B, Baar, Switzerland CH 6341. The Corporation does not believe that it will need to obtain additional office space at any time in the foreseeable future.

LEGAL PROCEEDINGS

The Corporation is currently not a party to any legal proceedings.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Corporation’s common stock is quoted on the Over the Counter Bulletin Board, a service maintained by the National Association of Securities Dealer, Inc., under the symbol, “OPLM”. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions.

                      --------------- --------------------------- ----------------- ----------------
                      YEAR            QUARTER ENDING              HIGH              LOW
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                      2007            June 30                     $0.05             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                      March 31                    $0.04             $0.03
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                      2006            December 31                 $0.06             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                      September 30                $0.02             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                      June 30                     $0.04             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                      March 31                    $0.03             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                      2005            December 31                 $0.04             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                      September 30                $0.75             $0.01
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                      June 30                     $0.86             $0.41
                      --------------- --------------------------- ----------------- ----------------
                      --------------- --------------------------- ----------------- ----------------
                                      March 31                    $0.55             $0.38
                      --------------- --------------------------- ----------------- ----------------

Record Holders

As of July 10, 2007, there were 61 shareholders of record holding a total of 70,000,000 shares of common stock. Management believes that the number of beneficial owners is substantially greater than the number of record holders because a portion of our outstanding common stock is held in broker “street names” for the benefit of individual investors. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock.

Preferred Stock

The Corporation’s preferred stock may have such rights, preferences and designations and may be issued in such series as determined by the board of directors. No preferred shares were issued and outstanding at July 10, 2007.

Dividends

The Corporation has not declared any cash dividends since inception and does not anticipate paying any cash dividends in the foreseeable future. The payment of cash dividends is within the discretion of the board of directors and will depend on the Corporation’s earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Corporation’s ability to pay cash dividends on its common stock other than those generally imposed by applicable state law.

MANAGEMENT’S PLAN OF OPERATION

This Management’s Plan of Operation and Results of Operations and other parts of this report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to those discussed in the subsections entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition. The following discussion should be read in conjunction with our financial statements and notes thereto included in this proxy statement. All information presented herein is based on our period ended March 31, 2007. Our fiscal year end is December 31.

General

Our plan of operation over the next year, subject to stockholder approval, is to focus on ZAG’s business model. ZAG intends to develop luxury real estate ventures in emerging tourist destinations that will offer factional ownership with international membership privileges.

Our plan of operation for ZAG will require $10,000,000 in funding over the next 12 months. We are confident that these funds to be used primarily in the construction of ZAG’s initial luxury resort, the Papagayo Princess Resort & Spa Hotel, will be made available from debt or equity financings tied to our common stock.

Results of Operations

During the three month period ended March 31, 2007 and the year ended December 31, 2006, our operations were limited to satisfying continuous public disclosure requirements and seeking to identify prospective business opportunities. We did not receive any revenues from our continuing operations. Subsequent to the period the Corporation entered into an Agreement to acquire ZAG and its operating subsidiaries. Since ZAG is in the development stage with no history of generating revenue, we cannot determine whether the Corporation will ever generate revenues from operations.

Net Losses/Income

For the period from September 1, 2005 until March 31, 2007, the Corporation incurred a net loss of $9,929. Net losses for the three month period ended March 31, 2007 were $9,636 as compared to $366 for the three months ended March 31, 2006. The Corporation realized net income during 2006 due to a gain realized on the forgiveness of debt owed to OPENLiMiT AG. The Corporation’s net losses in the current three month period are entirely attributable to general and administrative expenses. General and administrative expenses include financing costs, accounting costs, consulting fees, leases, employment costs, professional fees and costs associated with the preparation of disclosure documentation. We did not generate any revenues during this period.

The Corporation expects to continue to incur losses through the year ended 2007

Income Tax Expense (Benefit)

The Corporation has a prospective income tax benefit resulting from a net operating loss carryforward and start up costs that will offset any future operating profit.

Impact of Inflation

The Corporation believes that inflation has had a negligible effect on operations over the past three years.

Capital Expenditures

The Corporation expended no significant amounts on capital expenditures for the period from September 1, 2005 to March 31, 2007.

Liquidity and Capital Resources

As of March 31, 2007, the Corporation had current assets totaling $829 and a working capital deficit of $28,927. These assets consist of prepaid expenses of $829. Net stockholders’ deficit in the Corporation was $28,927 at March 31, 2007. The Corporation is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and stockholders’ equity.

Cash flow used in operating activities was $17,863 for the period from September 1, 2005 to March 31, 2007. Cash flow used in operating activities for the three month period ended March 31, 2007 was $1,500 as compared to $0 for the three months ended March 31, 2006. The increase in cash flow used in operating activities in the current three month period was due primarily to an increase in net losses.

Cash flow used in operating activities was $16,363 for the period from September 1, 2005 to December 31, 2006. During 2006, cash flow used in operating activities was $15,808.

Cash flow provided by financing activities was $17,308 for the period from September 1, 2005 to March 31, 2007. Cash flow provided by financing activities for the three month period ended March 31, 2007 was $1,500 as compared to $0 for the three months ended March 31, 2006. Cash flow provided by financing activities in the current three month period can be attributed to proceeds from a note payable.

Cash flow provided by financing activities was $15,808 for the period from September 1, 2005 to December 31, 2006. During 2006, cash flow provided from financing activities was $15,808.

Cash flows used in investing activities was $0 for the period from September 1, 2005 to March 31, 2007.

The Corporation’s current assets are insufficient to conduct its plan of operation over the next twelve (12) months and it will have to seek debt or equity financing to fund operations. The Corporation has no current commitments or arrangements with respect to, or immediate sources of funding. Further, no assurances can be given that funding, if needed, would be available or available to the Corporation on acceptable terms. The Corporation’s stockholders would be the most likely source of new funding in the form of loans or equity placements though none have made any commitment for future investment and we have no agreement formal or otherwise. The Corporation’s inability to obtain funding would have a material adverse affect on our plan of operation.

The Corporation has no current plans for the purchase or sale of any plant or equipment.

The Corporation has no current plans to make any changes in the number of employees.

Off Balance Sheet Arrangements

As of March 31, 2007, the Corporation has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to stockholders.

Critical Accounting Policies

In the notes to the audited consolidated financial statements for the year ended December 31, 2006, the Corporation discusses those accounting policies that are considered to be significant in determining the results of operations and our financial position. The Corporation believes that the accounting principles utilized by us conform to accounting principles generally accepted in the United States of America.

The preparation of financial statements requires management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Corporation evaluates our estimates, including those related to bad debts, inventories, intangible assets, warranty obligations, product liability, revenue, and income taxes. We base our estimates on historical experience and other facts and circumstances that are believed to be reasonable, and the results form the basis for making judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates under different assumptions or conditions.

Stock-Based Compensation

On January 1, 2006, we adopted SFAS No. 123 (revised 2004) (SFAS No. 123R), Share-Based Payment, which addresses the accounting for stock-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. In January 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 107, which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R eliminates the ability to account for stock-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and instead generally requires that such transactions be accounted for using a fair-value-based method. We use the Black-Scholes-Merton (“BSM”) option-pricing model to determine the fair-value of stock-based awards under SFAS No. 123R, consistent with that used for pro forma disclosures under SFAS No. 123, Accounting for Stock-Based Compensation. We have elected the modified prospective transition method as permitted by SFAS No. 123R and accordingly prior periods have not been restated to reflect the impact of SFAS No. 123R. The modified prospective transition method requires that stock-based compensation expense be recorded for all new and unvested stock options, restricted stock, restricted stock units, and employee stock purchase plan shares that are ultimately expected to vest as the requisite service is rendered beginning on January 1, 2006, the first day of our fiscal year 2006. Stock-based compensation expense for awards granted prior to January 1, 2006 is based on the grant date fair-value as determined under the pro forma provisions of SFAS No. 123.

Prior to the adoption of SFAS No. 123R, we measured compensation expense for our employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. We applied the disclosure provisions of SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Corporation’s employee stock options was equal to the market price of the underlying stock on the date of the grant, no compensation expense was recognized.

We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, “Accounting for the Impairment or Disposal of Long-Lived Assets”, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Corporation’s future reported financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity’s first fiscal year beginning after September 15, 2006. This adoption of this statement is not expected to have a significant effect on the Corporation’s future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Corporation’s future reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)". This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Corporation’s future reported financial position or results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The Corporation is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a material effect on our financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Corporation is currently assessing the impact of SFAS No. 159 on our financial position and results of operations.

Going Concern

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended December 31, 2006, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The Corporation’s ability to continue as a going concern is subject to our ability to realize a profit and/or obtain funding from outside sources. Management’s plan to address our ability to continue as a going concern, include: (a) obtaining funding from private placement sources; (b) obtaining additional funding from the sale of the Corporation’s securities; and (c) obtaining loans and grants from various financial institutions, where possible. Although management believes that we will be able to obtain the necessary funding to allow us to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

ZAG HOLDING AG

DESCRIPTION OF BUSINESS

Organization

ZAG was incorporated under the laws of Switzerland on December 18, 2001 and is domiciled in Zug, Switzerland. In January of 2005, ZAG focused its business operations on investing in the development of luxury real estate for the hospitality industry. ZAG intends to develop luxury hotels and resorts in emerging tourist destinations that will offer factional ownership with international membership privileges.

ZAG’s business model intends to offer a secure investment in real estate with the prospect of substantial capital growth combined with the appeal of preferential vacation rates at any of the hospitality properties operated or affiliated with the program. ZAG operates through its wholly-owned subsidiary, Sunvesta Projects and Management AG, a Swiss incorporated company. ZAG also has additional, wholly-owned subsidiaries which are currently dormant: Sunvesta Turistik Yatririm VE and Sunvesta Costa Rica Marketing & Sales Ltda.

ZAG’s principal executive offices are located at Seestrasse 97, Oberrieden, Switzerland CH8942 and its telephone number is 011 41 43 388 40 60.

Business

ZAG is focused on the development of luxury real estate projects on an international basis that cater to the hospitality and vacation industry, combining new concepts with established business practices of offering fractional ownership.

Country specific conditions are be taken into account when fractional ownership properties are considered for development. The main variable factor is the definition of the right of use that can range from temporary renting or leasing assignments to ownership-like securitization, from built-in taking-back and buy-back options or refund terms including capital reimbursement to indefinite ownership transfers.

ZAG intends to direct its investment priority towards emerging market countries with beneficial land acquisition costs and the foreseeable development of tourism, in countries such as Costa Rica, Vietnam and Turkey. More basic considerations as to where to develop properties include the stability of local political conditions, geologically useful cultivability, and types of destinations that attract a five-star clientele. Each potential investment is first compared against a validation checklist and then, if warranted, subjected to a substantial due diligence process. Since location is key to the success of any tourist based luxury real estate project each development is carefully considered during the eligibility process. ZAG also intends to also consider projects in fully developed tourist areas. Promising development opportunities often arise from luxury real estate developments driven into foreclosure or sold at auction.

ZAG’s luxury SunVesta hotels and resorts will concentrate initially on offering luxury hotel products located in attractive, top-class coastal vacation destinations. Beginning in 2008, ZAG intends to extend its luxury hotel offerings to select metropolitan and winter sports destinations to attract business, sports and shopping travelers. Within the next ten years, ZAG plans to develop at least one exclusive luxury hotel and resort in the top vacation destination on each continent in addition to at least five world-class locations that will be exclusive city boutique and mountain resort hotels. ZAG intends to establish the highest quality standards in the world for its hotel facilities and to offer an unparalleled level of service through an international hotel management company.

ZAG’s initial luxury real estate development to cater to the emerging tourist industry is to be constructed in Costa Rica. During May of 2006 ZAG entered into an agreement to acquire 8.5 hectares of land that includes a concession to build a hotel and apartments on prime land located in Gunacaste, the most beautiful and famous northern province of Costa Rica. The acquisition requires the purchase of Rich Land Investments Lda., a Costa Rican corporation for $7,000,000, which purchase was broken down over a series of payments. The final payment of $1,300,000 is scheduled for June, 2007.

The construction of the SunVesta Papagayo Princess Resort on the property is planned to start in the spring 2008, to be completed late 2009.

SunVesta Total Return Fractional

ZAG has developed a unique fractional interest product called SunVesta “Total Return Fractional”. The SunVesta Total Return Fractional is a contracted and registered “Right of Use” for a certain type of villa or suite in a specific luxury resort for a time period of 4 (four) weeks per year, for 30 continuous years, with a AAA-rated capital guarantee for the investment at maturity.

Provisions include:

l The fractional interest buyer will receive an independent (not connected to the property) AAA-rated security guaranteeing the repayment of the total investment amount at maturity (30 years).

l The property independent AAA-rated security will provide better protection then the traditional “deed system”. (For example: natural disasters, political risks, bankruptcy etc.)

l No limitations for resale of the fractional interest or transfer of the security.

l All common other benefits in connection with the purchase of a high-end fractional interest comparable with residence or destination clubs

Distribution Channels

ZAG intends to utilize traditional and existing third party distribution channels. ZAG is in the process of identifying experienced business-partners, to achieve best sales results. The selection of third party contractors will be made according to geographical and demographical requirements. For example: ZAG will focus on engaging contract sales organizations to market the SunVesta Papagayo Princess Resort in Costa Rica from the United States, Canada, Central and South America.

Other prospective distribution channels are:

l Large and strong real estate brokers

l Travel agencies

l Asset managers and insurance brokers

l Specialized brokers for residence clubs, destination clubs and high-end fractional interests

l Hotel management companies

l Direct Sales at the resort through SunVesta and/or the hotel management company

l Fractional Interest Market — Key Findings

Industry Size

l As of March 2005, some 170 fractional interest resorts that had begun sales prior to December 31, 2004 have been identified. The majority of fractional resorts are located in the U.S. (142), followed by Canada (16), Mexico (5), the Caribbean (4) and three in other locations. These counts include only significant offerings, and not properties with only a handful of units. Also excluded in this count are “destination clubs”, as defined in a following section.

l Fractional interest resorts may be arbitrarily classified by aggregate retail sales price per unit, including 93 resorts in the “traditional fractional interest” tier at less than $500 per square foot, 40 in the “high-end fractional” (HFI’s) tier at $500 to $999 per square foot, and 37 “Private Residence Clubs” (PRC’s) with $1,000 or higher per square foot. HFI’s and PRC’s have shown particularly strong growth in recent years. Among the 72 identified fractional resorts in active sales during 2004, 16 were traditional fractional interests, 27 were HFI’s, and 29 were PRC’s.

l Fractional interest resorts in active sales during 2004 offered approximately 2,195 units. Half of these units were offered in PRC’s resorts (52.2%).

l Fractional interest sales totaled approximately $1,075 million worldwide during 2004. Included in the total are $625 million in developer sales volume of fractional interests and $450 million in sales volume of destination clubs. This represents a substantial increase to 2003, when fractional interest developers sold an estimated $373 million in new fractional interests and destination clubs sold $140 million in memberships. A continuous market growth of over 30% per year (average) is expected for the next 10 years.

l In addition to the above $1,075 million, $31.5 million of resales and $436.7 million of presales were generated in the 2004 for a grand total of over $1.5 billion.

Product Characteristics

l Fractional interest resorts exist in four primary types of destinations – ski (52%), golf (23%), beach 20%) and urban (3%).

l Fractional interest share sizes range from 1/25 (two weeks of annual ownership) to 1/4 (13 weeks of annual ownership). Among other resorts actively selling in 2004, the average size of traditional fractionals was 1/5, which equates to 9 or 10 weeks of annual ownership. HFI and PRC resorts tended towards smaller fractions, averaging 1/7 and 1/8 shares respectively (6 to 8 weeks of annual ownership).

l The average price of a fractional interest was $221,600 in 2004, up from an average of $207,800 in 2003. Prices at PRC resorts averaged $247,000 per fraction, HFI’s $165,000 per fraction and traditional fractional interests $99,200 per fraction. Prices are expected to increase at the same rate for the coming years.

l Maintenance fees average of $285 per week of annual use for traditional fractional interests, $830 for HFI’s and $1,430 for PRC’s per week of annual use. Fees vary significantly by unit size, resort features, and other characteristics.

l The most common reservation methods are rotating priority systems (owners select their choice of weeks based on rotating priority) and rotating calendar systems (weeks assigned each owner change on a pre-determined basis).

l One bedroom units are most common at traditional fractional resorts, while two-bedroom units are most common at HFI and PRC resorts. Among other resorts selling in 2004, traditional fractional units averaged 1,670 square feet, HFI’s 2,500 square feet, and PRC’s 1,740 square feet. PRC units tend to be smaller than HFI units due to locations featuring exceptionally high land values and/or construction costs.

l Seven out of ten active fractional resorts reports affiliation with an external exchange company. In addition, many resorts offer internal exchange through a club or private relationship between independent developers. Rental and resale programs are offered by more than half of all active resorts.

HFI and PRC owners

l HFI and PRC owners tend to be married, empty-nesters in their mid to earlier fifties. Owners are very affluent, as 45.4% report a household income of $500,000 or more. Many hold membership in a country club (55%), and own some other form of vacation property in addition to their fractional interest.

l The vast majority of owners report being satisfied with their fractional interest (92.7%). This includes 71.2% that are “very” satisfied and 21.5% that are “somewhat” satisfied. In addition more than 9 out of 10 owners either already have recommended fractional ownership to a friend or relative, or are willing to do so.

l The most important purchase motivations, as reported by owners are: (1) location of the resort; (2) quality of finishes and furnishings; and (3) extent of on-site amenities and activities. The most important purchase hesitations are: (1) worry that they may not always receive their preferred time or home; (2) concerns about ability to resell; and (3) annual dues and maintenance fees.

SunVesta’s Total Return Fractional Comparison

The Papagayo Princess Resort & Spa Hotel is a high-end luxury resort complex. SunVesta intends to sell its 4 weeks Total Return Fractionals with a 30 year term for: 3 Bedroom SunMagic Suites (approx. 280 m2 plus 140 m2 private terrace with private swimming pool) $325,000 ($11,607/m2) and 2 Bedroom SunMaster Suites (approx. 140 m2 plus 120 m2 private terrace with private swimming pool) $225,000 ($16,071/m2) for an average sale price per square foot of $1,286. Taking into consideration that the average of $1,000 or more per square foot is based on the statistic data of 2004/2005, we believe that SunVesta will be very competitive with its offer, especially also due to the very high luxury standard of its suites.

Partners

Brues Y Fernandez

ZAG has signed a contract in March of 2007 contracts with the strong Spanish construction company Brues Y Fernandez which contract contains a binding commitment to build the complete project and to supply part of the financing for the construction.

The Brues Y Fernandez Group is the general construction contractor for the project in Costa Rica. Its international experience is combined by personal commitment reflected in the willingness to share in the construction financing and contribute liability capital to obtain construction loans. The Brues Y Fernandez Group has substantial international experience, particularly in South America. As with all the cooperation partners, it has experience in similar projects and a wide range of references guaranteeing services of the highest quality. (For further information please visit their web-page www.bruesa.com)

Wimberly Allison Tong & Goo

ZAG is currently in midst of the project development. ZAG was able to contract the world’s leading corporations for design, development and management for luxury Hotels and Resorts

Wimberly Allison Tong & Goo is an international architect firm based in England and the United States and will be taking on general architectural responsibility for the Costa Rica project. Over the last 50 years, Wimberly Allison Tong & Goo has established itself as leading design consultant and developer in the hospitality, leisure and entertainment industries with project experience in over 130 countries. Apart from various awards and prizes for international architectural services, the firm can boast highly regarded projects in the field of hospitality realization that amply demonstrate both its high creative and technical competence. (For further information please visit their web-page www.watg.com

Ossenbach Pendones & Bonilla S. A.

As the operative architect firm in Costa Rica, Ossenbach Pendones & Bonilla S. A. is locally responsible for implementing Wimberly Allison Tong & Goo’s plans. ZAG is pleased to have signed up Ossenbach Pendones & Bonilla S. A., in particular Mr. C. Ossenbach, because this architect firm with its 30-year track record has already completed such projects as a cooperation partner for an internationally recognized agency and enjoys an outstanding reputation in its own country. (For further information please visit their web-page www.opbarquitectos.com)

Amstein + Walthert AG

The engineering company Amstein + Walthert AG will be responsible for installing the high-performance building plant and in addition act as the quality controller for the Costa Rica resort and no doubt in future projects as well. Amstein + Walthert AG is one of the largest engineering companies in Switzerland; internationally awarded and renowned for its outstanding engineering services, which cover practically every aspect of construction including solar energy, geothermal energy and building plant. (For further information please visit their web-page www.amstein-walthert.ch

Isselbaecher Food Service Equipment GmbH

Isselbaecher Food Service Equipment GmbH will be responsible for kitchen planning and construction in the Costa Rica project, but probably also for other projects to follow. This is such a crucial issue that ZAG is not prepared to put it in the hands of architects or general contractors, but wants to avail itself of the expertise of a specialist so that the demands of an international 5-star plus hotel operator can be satisfied. Since 1970, Isselbaecher Food Service Equipment GmbH has been the outstanding and competent contact worldwide for planning and implementing large-kitchen projects of all kinds, such as in hotels, restaurants, bistros, schools and universities and also hospitals etc.; a long reference list underscores the required experience. (For further information please visit their web-page www.issel.com)

Montejo & Associates

The law firm Montejo & Associates has been engaged by ZAG to handle all the legal aspects in conjunction with the acquisition of the site in Costa Rica and its development, in particular with respect to the envisaged use of running a hotel and also the commercial prominence of the project. Montejo & Associates is further contracted to support ZAG in obtaining building permission.

Montejo & Associates was established in 1987, and is primarily devoted to real estate matters. The owner, Andrés Montejo, is an attorney-at-law and notary public and was a President of the National Housing and Urban Development Institute. Apart from that, he taught property and ownership law (for over ten years) as a professor at the University of Costa Rica. The law firm specializes and has proven expertise in the areas of importance for ZAG: Residential Condominiums, Urban Development, Tourist Development, Tourist Concessions, Marine Costal Zone, Mortgages, Property Purchase, Houses and Buildings, Negotiation, Due Diligence, Property Survey, Purchase-Sale Agreements, Escrow Services, Title Transfers and Guaranties. (For further information please visit their web-page www.montejolaw.com)

Tourist Demographics – Costa Rica

l Since 1998 until 2005 the number of tourists visiting Costa Rica has almost doubled.

l Costa Rica is being considered as one of the most attractive tourism destinations worldwide.

l The demand for new hotel rooms is increasing per year at least by 4%.

l The yearly growth of Costa Rica's tourism industry is 6.6%.

l The “Plan Nacional de Turismo” (2002 – 2012) is expecting until the year 2012 an average of 2.5 million tourists and an additional demand for accommodation facilities of 49,000 rooms (2005: 32,000).

l Over 60% of tourists' origin from the U.S. and Canada. The balance origins from Europe (approx. 30%), South America and the Caribbean (10%).

Seven critical factors for sustained success

Leadership in design and innovation

ZAG can claim with pride to have turned a fantastic vision into a unique and revolutionary business model. ZAG’s management is distinguished by its great know-how and innovative strength. ZAG’s existing record of achievement and the solid work that has already been carried out have been rewarded with the opportunity to collaborate with leading corporations in the development of its projects and products. The innovation teams commissioned and coordinated by ZAG are already working on the future expansion of ZAG’s range of projects and products.


	Page


INVITATION TO THE SPECIAL MEETING OF STOCKHOLDERS		i
NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS		ii
Table of Contents		iii
PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS		1
Introduction		1
Questions and Answers		1
Summary Term Sheet for Proposal 3		6
Pro Forma Financial Data		10
Risk Factors		12
Forward Looking Statements		14
Proposal 1 - Approval of an Amendment to Change the Corporation's Name		15
Proposal 2 - Approval of an Amendment of the Articles of Incorporation to Increase the Authorized Preferred class of Shares from 500,000 to 50,000,000		16
Proposal 3 - Approval of the Securities Exchange Agreement and Plan of Exchange		18
Further Information Regarding Proposal 3		19
The Acquisition		19
OPENLiMiT, Inc.		23
ZAG Holding AG		30
Proposal 4 - Approval to Effect a Reverse Split		42
Proposal 5 - Election of Two Directors		44
Further Information Regarding Proposal 5		45
Additional General Information		49
Financial Statements		51
OPENLiMiT, Inc - the quarters ended, March 31, 2007 and 2006		FA-1
OPENLiMiT, Inc - the years ended December 31, 2006 and 2005		FB-1
ZAG Holding AG - the quarters ended March 31, 2007 and 2006		FC-1
ZAG Holding AG - the years ended December 31, 2006 and 2005		FD-1
OPENLiMiT, Inc, Pro Forma - the quarter ended March 31, 2007		FE-1
OPENLiMiT, Inc, Pro Forma - the year ended December 31, 2006		FF-1

Exhibit 1 - Securities Exchange Agreement of Acquisition and Plan of Exchange dated June 19, 2007 Attached
Exhibit 99 PROXY FORM Attached