 Recording sessions took place at the Edge Studio and Echo Sound in Los Angeles, California.Production was handled by Cold 187um with executive production by Eazy-E.The album features contributions from Janine, Nicki and Tha New Funkateers on background vocals, Cold 187um on keyboards and vocals, Mike Smooth on guitar and keyboards, Mike "Crazy Neck" Sims on guitar, with guest appearances from Dirty Red, Tha Alkaholiks, Black Hole Of Watts, and Above The Law.