every time I look at it. Insiders appear to have been the real beneficiaries. How fortunate for Pohl's wife Janet Valenty to have had 700,000 shares of her own. I wonder how many shares she is still holding.

Sorry Stan....if you are reading this, Gloria told you that you had your opportunity to make some money along with those listed below. I guess you, like the rest of us, believed the future would be brighter.

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of February 28, 2007, 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, 2007, was 378,668,118. 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 Lincoln Ventures, LLC, each individual’s address is Carlsbad Corporate Plaza, 6183 Paseo Del Norte, Suite 180, Carlsbad, California 92011. The address of Lincoln

Ventures, LLC is 1125 Sanctuary Parkway, Suite 275, Alpharetta, GA 30004.

——————

*

Name

Amount & Nature of

Beneficial

Ownership

Percent of

Class

Gloria H. Felcyn, CPA 1,434,070 (1) *

Helmut Falk, Jr. 3,503,231 (2) *

Carlton M. Johnson, Jr. 1,675,000 (3) *

David H. Pohl 2,975,000 (4) *

Thomas J. Sweeney 175,000 (5) *

James L. Turley 675,000 (6) *

Lincoln Ventures, LLC 32,248,173 (7) 8.52 %

All directors & officers as a group(6 persons) 10,437,301 (8) 2.76 %

Less than 1%

(1) Includes 1,050,000 shares issuable upon the exercise of outstanding stock options exercisable within 60 days of February 28, 2007.

(2) Includes 1,025,000 shares issuable upon the exercise of outstanding stock options exercisable within 60 days of February 28, 2007.

(3) Includes 1,400,000 shares issuable upon the exercise of outstanding stock options exercisable within 60 days of February 28, 2007.

(4) Includes 2,775,000 shares issuable upon the exercise of outstanding stock options exercisable within 60 days of February 28, 2007 and 200,000 shares held directly by David Pohl. This amount does not include 700,000 shares owned by his spouse, Janet Valenty, as her separate property and for which he disclaims beneficial ownership.

(5) Represents shares issuable upon the exercise of outstanding stock options exercisable within 60 days of February 28, 2007.

2

(6) Includes 600,000 shares issuable upon the exercise of outstanding stock options exercisable within 60 days of February 28, 2007.

(7) Includes 23,845,100 shares issuable upon the exercise of warrants. The documents governing Lincoln Ventures, LLC’s (“Lincoln”) warrants contain a provision prohibiting Lincoln from exercising warrants for shares of Common Stock if doing so would result in it and its affiliates beneficially owning shares of Common Stock representing more than 9.99% of the outstanding shares of Common Stock as determined under Section 13(d) of the Securities Exchange Act of 1934. If Swartz Private Equity LLC (“Swartz”) were determined to be an affiliate of Lincoln, then Lincoln’s exercisable warrant position would be reduced to the extent necessary to limit the combined beneficial ownership of Lincoln and Swartz to 9.99% of the Company’s outstanding Common Stock.

(8) Includes 6,850,000 shares issuable upon exercise of outstanding stock options exercisable within 60 days of February 28, 2007

Compensation of Directors

During the fiscal year ended May 31, 2006, options to purchase shares of Common Stock were issued to directors in respect of their service as directors in the following amounts: (i) options to acquire 500,000 shares to Mr. Falk, (ii) options to acquire 750,000 shares to Ms. Felcyn, (iii) options to acquire 1,000,000 shares to Mr. Johnson, (iv) options to acquire 900,000 shares to Mr. Pohl, and (v) options to acquire 400,000 shares to Mr. Turley. During the first quarter of the fiscal year ending May 31, 2006, the Company paid $60,000 each to Mr. Pohl and Mr. Johnson, $40,000 to Ms. Felcyn and $10,000 to Mr. Falk in connection with their efforts in the consummation of the TPL and Charles H. Moore Agreement.During the second quarter of the fiscal year ending May 31, 2006, the Company paid $10,000 to Ms. Felcyn for her services as Audit Committee chair. On February 3, 2006, the Board of Directors adopted a resolution which provides that each director will be paid compensation of $3,000 per month for his or her service as a director. The Company began making payments in February 2006. On March 8, 2006, the Compensation Committee authorized a special board fee of $40,000 to be paid to Mr. Johnson. Payment was made in March 2006. On March 20, 2006 the Compensation Committee adopted a resolution which provides that Mr. Johnson will be paid compensation of $3,000 per month for his services on the Phoenix Digital Solutions, LLC management board. The Company began making payments in March 2006. Expenses of the Company’s directors in connection with the attendance of board or committee meetings and company related activities are reimbursed by the Company.