Message: Today !SC 13G Statement of acquisition of beneficial ownership by individuals
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(b)
(Amendment No. _________)*
E.DIGITAL CORPORATION
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
26841Y103
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(CUSIP Number)
DECEMBER 31, 2007
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
<PAGE>
CUSIP NO. 26841Y103 13G PAGE 2 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JERRY E. POLIS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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5 SOLE VOTING POWER
NUMBER OF 4,643,298 (1)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 20,765,268 (2)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 4,643,298 (1)
8 SHARED DISPOSITIVE POWER
20,765,268 (2)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,408,566 SHARES OF COMMON STOCK
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% (3)
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1) Includes (i) 1,565,093 shares of common stock held by Davric Corporation
("Davric") of which Mr. Polis is President and Director, warrants exercisable by
Davric for 78,125 shares of common stock, debt held by Davric convertible into
2,848,355 shares of common stock, (ii) warrants exercisable for 78,125 shares of
common stock held by JEP Leasing LLC over which Mr. Polis exercises control and
(iii) 73,600 shares of common stock held by a personal IRA.
(2) Includes (i) 19,659,741 shares of common stock held by the Jerry E. Polis
Family Trust ("Family Trust") of which Mr. Polis is Trustee and warrants
exercisable by the Family Trust for 156,250 shares of common stock, (ii) 538,696
shares of common stock held by the Polis Family LLC of which Mr. Polis is a
managing member, (iii) 133,000 shares of common stock held by The Polis
Charitable Foundation of which Mr. Polis is President, (iv) 100,000 shares of
common stock held by the Polis Museum of Fine Art of which Mr. Polis is trustee,
(v) 107,922 shares of common stock held by ASI Capital Corporation of which Mr.
Polis is President and (vi) 69,659 shares of common stock held by ASI Technology
Corporation of which Mr. Polis is President. Mr. Polis disclaims beneficial
ownership of the shares held by the Polis Charitable Foundation and the Polis
Museum of Fine Art and to the shares held by ASI Capital Corporation and ASI
Technology Corporation except to the extent of his respective pecuniary
interest.
(3) Percentage computed based on shares reported on e.Digital's latest report on
Form 10-Q and Form 8-K including the automatic conversion of Series D Preferred
Stock held by the Family Trust into 17,000,000 shares of common stock
necessitating this filing.
<PAGE>
CUSIP NO. 26841Y103 13G PAGE 3 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CHARLOTTE O. POLIS
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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5 SOLE VOTING POWER
NUMBER OF 113,000 (4)
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 19,915,991 (5)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 113,000 (4)
8 SHARED DISPOSITIVE POWER
19,915,991 (5)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,028,991 SHARES OF COMMON STOCK
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(4) Shares of common stock held by a personal IRA.
(5) Includes (i) 19,659,741 shares of common stock held by the Jerry E. Polis
Family Trust ("Family Trust") of which Ms. Polis is Trustee and warrants
exercisable by the Family Trust for 156,250 shares of common stock and (ii)
100,000 shares of common stock held by the Polis Museum of Fine Art of which Ms.
Polis is trustee. Ms. Polis disclaims beneficial ownership of the shares held by
the Polis Museum of Fine Art. Ms. Polis does not have or share investment or
voting power of the shares held by Davric and disclaims ownership except to the
extent of her respective indirect pecuniary interest.
<PAGE>
CUSIP NO. 26841Y103 13G PAGE 4 OF 7 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JERRY E. POLIS FAMILY TRUST
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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5 SOLE VOTING POWER
NUMBER OF 0
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH 19,815,991 (6)
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
8 SHARED DISPOSITIVE POWER
19,815,991 (6)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,815,991 SHARES OF COMMON STOCK
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10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.4%
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12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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(6) Includes 19,659,741 shares of common stock held by the Jerry E. Polis Family
Trust ("Family Trust") and warrants exercisable by the Family Trust for 156,250
shares of common stock. Jerry E. Polis and Charlotte O. Polis are trustees of
the Family Trust.
<PAGE>
CUSIP NO. 26841Y103 13G PAGE 5 OF 7 PAGES
ITEM 1(a). NAME OF ISSUER:
E.DIGITAL CORPORATION
ITEM 1(b.) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
16770 WEST BERNARDO DRIVE
SAN DIEGO, CALIFORNIA 92127
ITEM 2(a). NAME OF PERSONS FILING:
(I)JERRY E. POLIS, (II) CHARLOTTE O. POLIS AND (III) JERRY E. POLIS FAMILY TRUST
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
980 AMERICA PACIFIC DRIVE, #111
HENDERSON, NEVADA 89014
ITEM 2(c). CITIZENSHIP:
UNITED STATES
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
COMMON STOCK
ITEM 2(e). CUSIP NUMBER:
26841Y103
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES
13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE
PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15
of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under Section
8 of the Investment Company Act;
(e) [ ] An investment adviser in accordance with
Rule 13d-1(b)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person
in accordance with Rule 13d-1(b)(ii)(G)
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP
See Items 5 through 9 and 11 on the cover page for each respective filer.
INSTRUCTION: For computations regarding securities which represent a right to
acquire an underlying security see Rule 13d-3(d)(1).
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the datehereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
<PAGE>
CUSIP NO. 26841Y103 13G PAGE 6 OF 7 PAGES
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See statement below (in lieu of separate exhibit).
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 9, 2008
/s/ JERRY E. POLIS
Jerry E. Polis
/s/ CHARLOTTE O. POLIS
Charlotte O. Polis
JERRY E. POLIS FAMILY TRUST
By: /s/ JERRY E. POLIS
Jerry E. Polis, Trustee
By: /s/ CHARLOTTE O. POLIS
Charlotte O. Polis, Trustee
The undersigned parties hereby agree that the Schedule 13G filed herewith (and
any amendments thereto) relating to the Common Stock of e.Digital Corporation is
being filed jointly on behalf of each of them with the Securities and Exchange
Commission pursuant to Section 13(d) of the Securities Act of 1934, as amended.
The undersigned acknowledge their respective responsibilities as set forth in
Rule 13d-1(k)(1) promulgated under the Exchange Act.
<PAGE>
CUSIP NO. 26841Y103 13G PAGE 7 OF 7 PAGES
January 9, 2008
/s/ JERRY E. POLIS
Jerry E. Polis
January 9, 2008
/s/ CHARLOTTE O. POLIS
Charlotte O. Polis
January 9, 2008
JERRY E. POLIS FAMILY TRUST
By: /s/ JERRY E. POLIS
Jerry E. Polis, Trustee
By: /s/ CHARLOTTE O. POLIS
Charlotte O. Polis, Trustee
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS(SEE 18.U.S.C.)
</TEXT>
</DOCUMENT>
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