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Message: proxy out vote to increase authorized to 350,000,000
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Name and Address
Amount and Nature of
Percent
Title
of Beneficial Owner
Beneficial Ownership
of Class
of Class
William Blakeley
2,359,375
(1)
*
Common
16770 West Bernardo Drive
San Diego, CA 92127
Robert Putnam
5,341,625
(2)
1.9%
Common
16770 West Bernardo Drive
San Diego, CA 92127
Allen Cocumelli
692,666
(3)
*
Common
16770 West Bernardo Drive
San Diego, CA 92127
Alex Diaz
1,051,666
(4)
*
Common
16770 West Bernardo Drive
San Diego, CA 92127
Renee Warden
816,666
(5)
*
Common
16770 West Bernardo Drive
San Diego, CA 92127
Jerry E. Polis
24,724,360
(6)
8.9%
Common
980 American Pacific Drive, #111
Henderson, NV 89014
All officers, directors and nominees
as a group (5 persons)
10,261,998
(7)
3.3%
Common
(1)
Includes options and warrants exercisable within 60 days to purchase 1,796,875 shares.
(2)
Includes options and warrants exercisable within 60 days to purchase 1,603,125 shares and preferred stock convertible into 1,000,000 shares. Warrants on 1,000,000 shares may not be exercisable and the preferred stock may not be convertible into shares unless and until sufficient shares of common stock are authorized and reserved for exercise.
(3)
Includes options exercisable within 60 days to purchase 691,666 shares.
(4)
Includes options exercisable within 60 days to purchase 691,666 shares.
(5)
Includes options exercisable within 60 days to purchase 816,666 shares.
(6)
Includes (i) 17,952,355 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) 2,585,230 shares of common stock held by Davric Corporation (“Davric”) of which Mr. Polis is President and Director and convertible debt and warrants held by Davric for 2,425,523 shares of common stock (iii) 1,042,696 shares of common stock held by the Polis Family LLC of which Mr. Polis is a managing member, (iv) 133,000 shares of common stock held by The Polis Charitable Foundation of which Mr. Polis is President, (v) warrants exercisable for 78,125 shares of common stock held by JEP Leasing LLC (“JEP”) over which Mr. Polis exercises control (vi) 100,000 shares of common stock held by the Polis Museum of Fine Art of which Mr. Polis is trustee, (vii) 73,600 shares of common stock held in a personal IRA, (viii) 107,922 shares of common stock held by ASI Capital Corporation of which Mr. Polis is President and (ix) 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.
(7)
Includes options and warrants exercisable within 60 days to purchase 5,599,998 shares and preferred stock convertible into 1,000,000 shares. Warrants on 1,000,000 shares may not be exercisable and the preferred stock may not be convertible into 1,000,000 shares unless and until sufficient shares of common stock are authorized and reserved for exercise.
(8)
____________________________
* Less than 1%

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