PRINCIPAL SHAREHOLDERS
The following table sets forth, as of February 28, 2006, the stock ownership of
each officer and director of the Company, of all officers and directors of the
Company as a group, and of each person known by the Company to be a beneficial
owner of 5% or more of its Common Stock. The number of shares of Common Stock
outstanding as of February 28, 2006, was 349,926,038. Except as otherwise noted,
each person listed below is the sole beneficial owner of the shares and has sole
investment and voting power over such shares. No person listed below has any
option, warrant or other right to acquire additional securities of the Company,
except as otherwise noted. Other than Mr. Giffhorn, Lincoln Ventures, LLC and
Swartz Private Equity, LLC, each individuals address is Carlsbad Corporate
Plaza, 6183 Paseo Del Norte, Suite 180, Carlsbad, California 92011. Mr.
Giffhorns address is 10875 Kemah Lane, San Diego, California 92131. The address
of each of Lincoln Ventures, LLC and Swartz Private Equity, LLC is 1125
Sanctuary Parkway, Suite 275, Alpharetta, GA 30004.
Amount & Nature
of Beneficial
Name Ownership Percent of Class
Gloria Felcyn, CPA 744,700 (1) *
Helmut Falk, Jr. 2,918,231 (2) *
Lowell W. Giffhorn 877,948 (3) *
Carlton M. Johnson, Jr. 975,000 (4) *
David H. Pohl 875,000 (5) *
Thomas J. Sweeney 0 *
James Turley 200,000 (4) *
Lincoln Ventures, LLC 35,543,977 (6) 9.99 %
Swartz Private Equity, LLC 35,543,977 (6) 9.99 %
All directors & officers as a group (7 persons)
* Less than 1% 6,590,879 (7) 1.87 %
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(1) Includes 450,000 shares issuable upon the exercise of outstanding stock
options exercisable within 60 days of February 28, 2006.
(2) Includes 490,000 shares issuable upon the exercise of outstanding stock
options exercisable within 60 days of February 28, 2006.
(3) Includes 820,000 shares issuable upon the exercise of outstanding stock
options exercisable within 60 days of February 28, 2006.
(4) Represents shares issuable upon the exercise of outstanding stock options
exercisable within 60 days of February 28, 2006.
(5) Includes 725,000 shares issuable upon the exercise of outstanding stock
options exercisable within 60 days of February 28, 2006.
(6) Lincoln Ventures, LLC (Lincoln) and Swartz Private Equity, LLC (SPE and
together with Lincoln, the Reporting Person) have shared voting power and shared
dispositive power as to these shares. This number also includes 5,869,538 shares
issuable upon exercise of outstanding warrants exercisable within 60 days of
February 28, 2006. Lincoln and SPE each hold warrants to purchase Common Stock
of the Company. The documents governing the terms of such warrants contain a
provision prohibiting Lincoln and SPE, as applicable, from exercising warrants
for shares of Common Stock if doing so would result in the Reporting Person and
their affiliates beneficially owning shares of Common Stock that represent more
than 9.99% of the outstanding shares of Common Stock as determined under Section
13(d) of the Securities Exchange Act of 1934. This number assumes that Lincoln
and SPE may be deemed to be affiliated and under common control.
(7) Includes 3,660,000 shares issuable upon exercise of outstanding stock
options exercisable within 60 days of February 28, 2006.
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