UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
Information Statement Pursuant to Section 14 (c)
of the Securities Exchange Act of 1934
Check the appropriate Box:
[ ] Preliminary Information Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[X] Definitive Information Statement
PARK CITY GROUP, INC.
----------------------------------------------
(Name of Registrant As Specified In Its Charter
Payment of Filing Fee (Check the appropriate box):
[X[ No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-1:
(1) Title of each class of securities to which transaction applies: NA
(2) Aggregate number of securities to which transaction applies: NA
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): NA
(4) Proposed maximum aggregate value of transaction: NA
(5) Total Fee Paid: NA
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previously filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1). Amount Previously Paid: $0
(2). Form, Schedule or Registration Statement No. NA
(3). Filing Party: NA
(4). Date Filed:
Contact Person: A. O. Headman, Jr., ESQ, Cohne Rappaport & Segal
525 East 100 South 5th Floor, Salt Lake City, UT 84102;
Tel: 801-532-2666, Fax: 801-355-1813
PARK CITY GROUP, INC.
333 Main Street, Suite 300
Park City, UT 84060
NOTICE OF ACTION TO BE TAKEN WITHOUT A STOCKHOLDERS' MEETING
--------------------------------------------------------------------------------
TO OUR STOCKHOLDERS:
Notice is hereby given that Park City Group, Inc. plans to take certain
corporate action pursuant to the written consent of our Board of Directors and
the holders of a majority of our outstanding voting securities ("Majority
Stockholders"). The action we plan to take is to amend our Articles of
Incorporation to increase the number of shares of common stock which we are
authorized to issue from 300,000,000 to 500,000,000 ("Increased Capital
Proposal").
On March 1, 2004, our Board of Directors unanimously approved the
Increased Capital Proposal and the Majority Stockholders have consented in
writing to the Increased Capital Proposal.
The Increased Capital Proposal will be effected through an amendment to
our Articles of Incorporation.
The Board of Directors has fixed the close of business on March 10,
2004, as the Record Date for determining the stockholders entitled to notice of
the foregoing.
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS' MEETING
WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN AND NO PROXY OR VOTE IS
SOLICITED BY THIS NOTICE.
May 4, 2004
By Order of the Board of Directors
PARK CITY GROUP, INC.
333 Main Street, Suite 300
Park City, UT 84060
INFORMATION STATEMENT
May 4, 2004
This Information Statement is being provided to you by the
Board of Directors of Park City Group, Inc.
_____________________
This Information Statement and the Notice of Action Taken Without a
Stockholders' Meeting (jointly, the "Information Statement") is furnished by the
Board of Directors of Park City Group, Inc. (the "Company" or "Park City Group),
a Nevada corporation, to the holders of the Park City Group's common stock at
March 10, 2004 (the "Record Date") to provide information with respect to action
taken by the written consent of the Majority Stockholders. The Majority
Stockholders approved by written consent, a proposal (the "Increased Capital
Proposal") to amend our Articles of Incorporation to increase the number of
shares of common stock which we are authorized to issue from 300,000,000 to
500,000,000
The Board of Directors decided to obtain written consent of the
Majority Stockholders in order to avoid the costs and management time required
to hold a special meeting of stockholders. All required corporate approvals of
the Increased Capital Proposal have been obtained, subject to furnishing this
notice and 20 days elapsing from the date of this notice. This Information
Statement is furnished solely for the purpose of informing stockholders of this
corporate action in the manner required by Rule 14c-2(b) under the Securities
Exchange Act of 1934, as amended.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO
STOCKHOLDER'S MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
The Company has asked brokers and other custodians, nominees and
fiduciaries to forward this Information Statement to the beneficial owners of
our common stock held of record by such persons and will reimburse such persons
for out-of-pocket expenses incurred in forwarding such material.
INTEREST OF CERTAIN PERSONS IN FAVOR OF OR OPPOSITION
TO MATTERS ACTED UPON
The Company is not aware of any interest that would be substantially
affected through the adoption of the Increased Capital Proposal whether
adversely or otherwise.
VOTING SECURITIES
As of the Record Date, the Company's authorized capitalization
consisted of 300,000,000 shares of common stock, par value $.01 per share, and
30,000,000 shares of preferred stock, par value $.01 per share. At March 10,
2004, there were 243,644,240 shares of common stock outstanding and no shares of
preferred stock outstanding.
Each share of common stock entitles its holder to one vote on each
matter submitted to the common stockholders for a vote. We have obtained the
written consent of the Majority Stockholders representing 172,250,125 votes on
the Increased Capital Proposal.
INCREASED CAPITAL PROPOSAL
INCREASE IN AUTHORIZED COMMON STOCK
General
Our Board of Directors has unanimously approved a proposal to amend our
Articles of Incorporation to increase the number of shares of common stock which
we are authorized to issue from 300,000,000 to 500,000,000. Our Board has
recommended to our Majority Stockholders that they vote in favor of the
Increased Capital Proposal and our Majority Stockholders have voted in favor of
the Increased Capital Proposal. The votes of our Majority Stockholders were
obtained by written consent.
Consent Required
Approval of the Increased Capital Proposal, through an amendment to our
Articles of Incorporation, requires the consent of the holders of a majority of
the outstanding voting shares. The Majority Stockholders beneficially own
172,250,125 shares of our common stock representing approximately 71% of the
votes that could be cast by the holders of our outstanding voting shares as of
the Record Date. The Majority Stockholders have given their written consent to
this Increased Capital Proposal and accordingly, the requisite stockholder
approval of this Proposal was obtained by the execution of the Majority
Stockholders' written consent in favor of the Proposal.
Amendment
Our Board of Directors and the Majority Stockholders have voted to
amend Article V of our Articles of Incorporation to read as follows:
(Beginning of Amended Article V)
ARTICLE V
CAPITAL STOCK
The total number of shares of all classes of capital stock that the
Corporation has the authority to issue is 530,000,000 shares that are divided
into two classes as follows:(1) 30,000,000 shares of Preferred Stock (Preferred
Stock) $.01 par value per share, and (2) 500,000,000 shares of Common Stock
(Common Stock) $.01 par value per share. This Corporation is authorized to issue
two classes of shares. Except as may be otherwise required by law or this
Certificate of Incorporation, each holder of Common Stock has one vote in
respect of each share of stock held by him of record on the books of the
corporation on all matters voted upon by the Stockholders.
The Board of Directors may determine the preferences, limitations and
relative rights, to the extent permitted by the Nevada Revised Statutes, of any
class of shares of Preferred Stock before the issuance of any shares of that
class, or of one or more series within a class before the issuance of any shares
of that series. Each class or series shall be appropriately designated by a
distinguishing designation prior to the issuance of any shares thereof. The
Preferred Stock of all series shall have preferences, limitations and relative
rights identical with those of other shares of the same series and, except to
the extent otherwise provided in the description of the series, with those
shares of the series of the same class
(End of Amended Article V)
Reasons for Increase in Capital
The purpose of increasing the number of authorized shares of common
stock is to provide additional authorized shares which may be issued to fulfill
option and warrant obligations, to meet current debt obligations, for possible
future financings, for possible future acquisitions and for such other corporate
purposes as our Board of Directors determines appropriate in its discretion.
These corporate purposes may include future stock splits, stock dividends or
other distributions, future financings, acquisitions and stock options and other
equity benefits under our employee benefit plans. We have no current plans for
any acquisition but will consider the merits of potential acquisitions as
opportunities may arise.
Specifically, we have 300,000,000 common shares authorized and at March
10, 2004, the record date, we had 243,644,240 shares issued and outstanding.
Since March 10, 2004, we have issued an additional 10,067,535 shares due to the
exercise of options and warrants. We also have issued stock purchase warrants
and stock options that may be converted into an additional 74,884,203 shares of
common stock. Attached, as Exhibit A is a schedule of each of the outstanding
options and warrants. Of the total, options and warrants for 32,999,020 shares
are held by directors and executive officers, options for 573,000 shares are
held by employees other than executive officers and the balance are held by
outside lenders and investors. The investors received their warrants in
connection with the merger of a subsidiary in which they were shareholders. The
total of these issued and reserved shares comprises 328,595,978 shares, which is
28,595,978 shares over the 300,000,000 shares authorized. We presently have
agreements in place with a number of option/warrant holders, who control
66,322,533 of the 74,884,203 options and warrants that are outstanding, to not
exercise until after the increase of authorized shares is finalized. This leaves
no shares of common stock available for issuance in connection with any future
acquisitions and/or financing transactions.
It should be noted that the approval of this amendment to the Articles
of Incorporation of the Company, to increase the number of authorized shares of
common stock from 300,000,000 to 500,000,000, has the same effect as if the
approval was a ratification of the sale of the purchase warrants and stock
options to the holders thereof as listed on Exhibit A.
Since the record date the Company has also issued 6,786,702 shares in
exchange for the return of the Company's outstanding promissory notes, none of
which was otherwise convertible, held by the Lenders, having a total due, with
accrued interest, of $964,508. The exchange was done at the market price on the
day the agreement was made. Because of the forbearance of certain option/warrant
holders noted above there were authorized shares available to make this
exchange.
This amendment to the Articles of Incorporation of the Company, to
increase the number of authorized shares of common stock from 300,000,000 to
500,000,000, will also make available additional shares that could be issued as
payment for other current obligations of the Company.
The increase in the number of authorized shares of common stock would
also enable us to promptly take advantage of market conditions and the
availability of favorable opportunities without the delay and expense associated
with holding a special meeting of stockholders.
We have historically obtained capital for financing for working capital
needs by private placements of shares of our common stock or convertible
promissory notes and stock purchase warrants convertible into shares of common
stock. Since the Company's revenues from operations have not been adequate to
fund our operating expenses, we believe that we will likely need to rely upon
additional private placements of our common stock and securities convertible
into common stock to obtain working capital until we are able to operate at a
profit on a regular basis. However, at the present time we have no current
financing plans or other plans, proposals or arrangements to issue any of the
shares authorized by this amendment, other than the outstanding options and
warrants discussed above. It is possible that we will seek additional capital
from the sale of our securities in the future just as we have done in the past.
We believe that the financing that could be provided through
authorization and private placements of additional shares of common stock is
important to the economic viability of Park City Group. The Board of Directors
also believes that it is prudent to have additional shares of common stock
available for general corporate purposes. In addition to equity financings,
these could include acquisitions of equity interests in potential acquisitions
or for, stock dividends, stock splits or other recapitalizations, grants of
stock as compensation, stock options and issuance of securities convertible into
common stock. Our Board of Directors believes by failing to increase our
authorized shares it would adversely affect our potential financing
capabilities, which may ultimately affect our financial condition, and our
ability to continue operations at the present level.
The Board is authorized to issue shares of stock for consideration it
deems adequate and as may be permitted by law. If the Board of Directors deems
it to be in the best interests of Park City Group and our shareholders to issue
additional shares of common stock in the future from authorized shares, it will
generally not seek further authorization by vote of the shareholders, unless
authorization is otherwise required by law or regulations. Shareholders of Park
City Group have no preemptive right to acquire additional shares of common
stock. This means that current shareholders do not have a right to purchase any
new issue of shares of common stock in order to maintain their proportionate
ownership interests in Park City Group.
To the extent that additional authorized shares are issued in the
future, they will decrease the existing shareholders' percentage equity
ownership. Also, depending upon the price at which shares might be issued, they
could have a dilutive effect upon earnings per share and on the voting power of
existing shareholders, among other impacts. They could also reduce the amounts
available on liquidation of Park City Group, if that should occur.
Anti-Takeover Implications. The increase in the authorized number of
shares of common stock and the subsequent issuance of such shares could have the
effect of delaying or preventing a change in control of the Company without
further action by the stockholders. Shares of authorized and unissued common
stock could (within the limits imposed by applicable law) be issued in one or
more transactions that would make a change in control of the Company more
difficult, and therefore less likely. Any such issuance of additional stock
could have the effect of diluting the earnings per share and book value per
share of outstanding shares of common stock, and such additional shares could be
used to dilute the stock ownership or voting rights of a person seeking to
obtain control of the Company. The Board is not aware of any attempt to take
control of the Company and has not presented this proposal with the intention
that the increase in the authorized shares of common stock be used as a type of
anti-takeover device. We have not entered into any agreements or adopted any
plans, which we believe would give rise to anti-takeover efforts on our behalf.
Neither our Articles of Incorporation nor our Bylaws have any specific
provisions dealing with anti-takeover matters.
Summary
We have no immediate specific plans to issue any of the additional
shares of common stock that the proposed amendment would authorize except for
use in connection with outstanding warrants and options. However, we believe it
is appropriate to increase our authorized capital at this time. In summary,
there are certain advantages and disadvantages of voting for an increase in our
authorized common stock.
The advantages include:
o The ability to raise capital by issuing capital stock in
financing transactions.
o The ability to fulfill our obligations by having common stock
available upon the exercise of outstanding options and
warrants.
o To have shares of common stock available to pursue business
expansion opportunities, if any.
The disadvantages include:
o The issuance of authorized but unissued stock could be used to
deter a potential takeover of Park City Group that may
otherwise be beneficial to stockholders by diluting the shares
held by a potential suitor or issuing shares to a shareholder
that will vote in accordance with our Board of Directors'
desires. A takeover may be beneficial to independent
stockholders because, among other reasons, a potential suitor
may offer such stockholders a premium for their shares of
stock compared to the then-existing market price. We do not
have any plans or proposals to adopt provisions or enter into
agreements that may have material anti-takeover consequences.
o Stockholders do not have any preemptive or similar rights to
subscribe for or purchase any additional shares of common
stock that may be issued in the future, and therefore, future
issuances of common stock may, depending on the circumstances,
have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.
Blank Check Preferred Stock
We have authorized 30,000,000 shares of preferred stock. Our class of
preferred stock is "blank check" preferred stock. The term "blank check" refers
to preferred stock, the creation and issuance of which is authorized in advance
by the stockholders and the terms, rights and features of which are determined
by our Board of Directors upon issuance without further stockholder approval.
The authorization of such blank check preferred stock would permit the Board of
Directors to authorize and issue preferred stock from time to time in one or
more series.
Subject to the provisions of our amended Articles of Incorporation and
the limitations prescribed by law, the Board of Directors would be expressly
authorized, at its discretion, to adopt resolutions to issue shares, to fix the
number of shares and to change the number of shares constituting any series and
to provide for or change the voting powers, designations, preferences and
relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights (including
whether the dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any series of the preferred
stock, in each case without any further action or vote by the stockholders. The
Board of Directors would be required to make any determination to issue shares
of preferred stock based on its judgment as to the best interests of Park City
Group and its stockholders.
Although we have no plans to do so, our Board of Directors could use
our preferred stock in an anti-takeover manner as described above.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendment of our
Articles of Incorporation relating to Increased Capital Proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information regarding shares of our
Common Stock beneficially owned as of April 18, 2004 by: (1) each of our
officers and directors; (ii) all officers and directors as a group; and (iii)
each person known by us to beneficially own five percent or more of the
outstanding shares of its common stock.
Common
Shareholder Stock Percentage
----------- ----- ----------
Name, Position, and Address Amount of Beneficial
of Beneficial Owner Ownership (1) Percent of class
------------------- ------------- ----------------
Randall K. Fields, President, CEO
and Chairman of the Board
Park City, Utah 149,940,582 (2) 56.32%
Edward C. Dmytryk, Director
Ocala, Florida 862,660 .32%
Thomas W. Wilson Jr., Director
Westport, Connecticut 18,023,134(3) 6.77%
Bernard F. Brennan, Director
Ponte Vedra Beach, Florida 18,565,447(4) 6.97%
William R. Jones, Director
Cumming, Georgia 158,300 .06%
Anthony E. Meyer, Director
New York, New York 9,893,925 3.72%
Peter Jensen, CFO and Secretary
Salt Lake City, Utah 967,598 .36%
Riverview Financial Corp.
Park City, Utah 112,456,900(5) 42.24%
AW Fields Acquisition LLC
New York, NY 57,500,002(6) 21.6%
Executive Officers & Directors as
a Group (7 persons) 189,738,958 71.27%
Total Shares Outstanding 266,221,821 100%
* Less than 1%
(1) Beneficial ownership is determined in accordance with SEC rules and
generally includes holding voting and investment power with respect to
the securities. Shares of Common Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for computing the percentage of the total number of shares
beneficially owned by the designated person, but not deemed outstanding
for computing the percentage of any other person.
(2) Includes 112,456,900 shares of common stock owned by Riverview
Financial Corp., a corporation that is owned 100% by Randall K. Fields,
and 0 shares issuable upon the exercise of currently exercisable
options.
(3) Includes 9,299,505 shares of common stock issuable upon the exercise of
currently excisable options and warrants.
(4) Includes 9,127,083 shares of common stock issuable upon the exercise of
currently excisable options and warrants.
(5) These shares are owned directly by Riverview Financial Corp. but are
included in the shares attributed to Randall K. Fields.
(6) Includes 28,750,001 shares of common stock issuable upon the exercise
of currently excisable options and warrants
EXCHANGE OF STOCK CERTIFICATES
No action need be taken by the Company's stockholders to exchange their
stock certificates as a result of the Increased Capital Proposal.
ADDITIONAL AND AVAILABLE INFORMATION
Park City Group is subject to the informational filing requirements of
the Exchange Act and, in accordance therewith, is required to file periodic
reports, proxy statements and other information with the SEC relating to its
business, financial condition and other matters. Such reports, proxy statements
and other information can be inspected and copied at the public reference
facility maintained by the SEC at 450 Fifth Street, N.W., Room 1024, and
Washington, D.C. 20549. Information regarding the public reference facilities
may be obtained from the SEC by telephoning 1-800-SEC-0330. Our filings are also
available to the public on the SEC's website (http://www.sec.gov). Copies of
such materials may also be obtained by mail from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
STATEMENT OF ADDITIONAL INFORMATION
Park City Group's Annual Report on Form 10-KSB for the year ended June
30, 2003 and Quarterly Reports on Form 10-QSB's, for the quarters ended
September 30, 2003, December 31, 2003 and March 31, 2004 are incorporated herein
by this reference. Park City Group's Forms 8-k filed on the following dates are
incorporated herein by reference: July 14, 2003; October 20, 2003; January 7,
2004; January 8, 2004; January 14, 2004; January 29, 2004, February 5, 2004 and
February 19, 2004.
We will provide without charge to each person, including any beneficial
owner of such person, to whom a copy of this Information Statement has been
delivered, on written or oral request, a copy of any and all of the documents
referred to above that have been or may be incorporated by reference herein
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference herein).
All documents filed by Park City Group pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Information Statement shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Information Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
COMPANY CONTACT INFORMATION
All inquiries regarding the Company should be addressed to the
Company's principal executive offices:
Park City Group, Inc.
333 Main Street, Suite 300
Park City, UT 84060
(435) 649-2221
By order of the Board of Directors:
/s/ Randall K. Fields
President and Chief Executive Officer
EXHIBIT A
Park City Group, Inc.
Options & Warrants
3/31/2003
Date of 2001 2002 2003 2004 3/31/2004 Exercise
Name Type Grant Granted Granted Granted Granted Outstanding Expiration Price
---- ---- -------- ------- ------- ------- ------- ----------- ---------- --------
Director
Thomas Wilson options 10/17/01 50,000 50,000 10/17/06 0.1400
Director
William Jones options 10/17/01 50,000 50,000 10/17/06 0.1400
Director
Edward Dmytryk options 10/17/01 50,000 50,000 10/17/06 0.1400
Director
Edward Dmytryk options 10/29/01 75,000 75,000 10/29/06 0.1400
Bernard F Director
Brennan options 12/27/01 125,000 125,000 12/27/06 0.1000
Director
Thomas Wilson options 12/27/01 75,000 75,000 10/29/06 0.1400
Director
William Jones options 10/29/01 75,000 75,000 10/29/06 0.1400
Anderson
Weinroth 6/8/02 11,666,667 11,666,667 3/27/05 0.1000
Director
Option
Bernard F Resolution FYE
Brennan 2003 7/6/02 - - 125,000 125,000 7/8/07 0.0800
Director
Option
Resolution FYE
Thomas Wilson 2003 7/6/02 - - 125,000 125,000 7/8/07 0.0800
Director
Option
Resolution FYE
William Jones 2003 7/6/02 - - 125,000 125,000 7/8/07 0.0800
Director
Option
Resolution FYE
Anthony Meyer 2003 7/6/02 - - 125,000 125,000 7/8/07 0.0800
Director
Option
Resolution FYE
Edward Dmytryk 2003 7/6/02 - - 125,000 125,000 7/8/07 0.0800
Edward Dmytryk Management 7/21/03 200,000 200,000 7/18/13 0.0300
Edward Clissold 7/21/03 200,000 200,000 7/18/13 0.0300
Peter Jensen Management 7/21/03 200,000 200,000 7/18/13 0.0300
Carolyn Doll Management 7/21/03 200,000 200,000 7/18/13 0.0300
Shaun Broadhead Management 7/21/03 350,000 350,000 7/18/13 0.0300
William Dunlavy Management 7/21/03 500,000 500,000 7/18/13 0.0300
Alex Rodriguez Employee 9/15/03 15,000 15,000 9/12/13 0.0500
Andre Litster Employee 9/15/03 40,000 40,000 9/12/13 0.0500
Date of 2001 2002 2003 2004 3/31/2004 Exercise
Name Type Grant Granted Granted Granted Granted Outstanding Expiration Price
---- ---- -------- ------- ------- ------- ------- ----------- ---------- --------
Ariane Dunlavy Employee 9/15/03 30,000 30,000 9/12/13 0.0500
Carmella Bovi Employee 9/15/03 26,000 26,000 9/12/13 0.0500
Doree Tateoka Employee 9/15/03 15,000 15,000 9/12/13 0.0500
Douglas Drolett Employee 9/15/03 26,000 26,000 9/12/13 0.0500
Greg Drysdale Employee 9/15/03 29,000 29,000 9/12/13 0.0500
Greg Jamison Employee 9/15/03 19,500 19,500 9/12/13 0.0500
Jay Wagnon Employee 9/15/03 29,000 29,000 9/12/13 0.0500
JuneAnn Oldham Employee 9/15/03 5,000 5,000 9/12/13 0.0500
Liji Jinaraj Employee 9/15/03 29,000 29,000 9/12/13 0.0500
Marc Stafford Employee 9/15/03 30,000 30,000 9/12/13 0.0500
Nathan Moon Employee 9/15/03 25,000 25,000 9/12/13 0.0500
Paul Targosz Employee 9/15/03 39,000 39,000 9/12/13 0.0500
Richard Rothman Employee 9/15/03 26,000 26,000 9/12/13 0.0500
Richard Sippos Employee 9/15/03 13,000 13,000 9/12/13 0.0500
Scott Sorenson Employee 9/15/03 40,000 40,000 9/12/13 0.0500
Steve Lewis Employee 9/15/03 30,000 30,000 9/12/13 0.0500
Warren Klautt Employee 9/15/03 32,500 32,500 9/12/13 0.0500
William Dixon Employee 9/15/03 28,000 28,000 9/12/13 0.0500
Carmella Bovi Employee 9/15/03 26,000 26,000 9/12/13 0.0500
Derek Beckstead Employee 9/15/03 20,000 20,000 9/12/13 0.0500
------------------------------------------------------------------------------------
Options totals 15,014,667
Date of 2001 2002 2003 2004 3/31/2004 Exercise
Name Type Grant Granted Granted Granted Granted Outstanding Expiration Price
---- ---- -------- ------- ------- ------- ------- ----------- ---------- --------
Warrants
Larry Van Etten Investor 5/22/00 100,000 - - 100,000 6/30/04 0.5600
David Cantley Investor 2/17/00 50,000 - - 50,000 6/30/04 1.4325
David Cantley Investor 5/26/00 50,000 - - 50,000 6/30/04 0.5625
Arthur & Joann
Calabro Investor 11/30/99 6,667 - - 6,667 11/30/04 0.7500
George Campen Investor 11/30/99 3,333 - - 3,333 11/30/04 0.7500
Antares Capital
Mgmt Investor 11/30/99 47,273 - - 47,273 11/30/04 0.7500
Daniel Conroy Investor 11/30/99 10,000 - - 10,000 11/30/04 0.7500
Bill and Dawn
DeRosa Investor 11/30/99 5,000 - - 5,000 11/30/04 0.7500
Donald Downs Investor 11/30/99 12,667 - - 12,667 11/30/04 0.7500
Peter Glint Investor 11/30/99 13,333 - - 13,333 11/30/04 0.7500
John Goodman Investor 11/30/99 20,000 - - 20,000 11/30/04 0.7500
Maxwell
Hazelwood Investor 11/30/99 5,000 - - 5,000 11/30/04 0.7500
John & Penny
Holmes Investor 11/30/99 20,000 - - 20,000 11/30/04 0.7500
Stephen Holmes 11/30/99 20,000 - - 20,000 11/30/04 0.7500
Robert Imparato Investor 11/30/99 5,000 - - 5,000 11/30/04 0.7500
SOG Investments Investor 11/30/99 20,000 - - 20,000 11/30/04 0.7500
Robert & Janet
Lewis Investor 11/30/99 20,000 - - 20,000 11/30/04 0.7500
John & Barbara
Meeks Investor 11/30/99 3,333 - - 3,333 11/30/04 0.7500
Ronald Musich Investor 11/30/99 20,000 - - 20,000 11/30/04 0.7500
Enid & Bernard
Rudd Investor 11/30/99 10,000 - - 10,000 11/30/04 0.7500
James Engstrom Investor 11/30/99 6,667 - - 6,667 11/30/04 0.7500
Paul Higbee Bridge Loan A 8/16/02 - - 500,000 500,000 8/16/07 0.1000
Bernard F
Brennan Bridge Loan A 8/16/02 - - 500,000 500,000 8/16/07 0.1000
Terry Peets Bridge Loan A 8/16/02 - - 100,000 100,000 8/16/07 0.1000
Anthony Meyer Bridge Loan A 8/16/02 - - 1,500,000 1,500,000 8/16/07 0.1000
Randall Fields Bridge Loan A 8/16/02 - - 2,000,000 2,000,000 8/16/07 0.1000
Thomas Wilson Bridge Loan A 8/16/02 - - 750,000 750,000 8/16/07 0.1000
Anderson Bridge Loan A
Weinroth (Anti dilution) 8/16/02 - - 8,458,334 8,458,334 8/16/07 0.1000
Date of 2001 2002 2003 2004 3/31/2004 Exercise
Name Type Grant Granted Granted Granted Granted Outstanding Expiration Price
---- ---- -------- ------- ------- ------- ------- ----------- ---------- --------
Bridge Loan A
Randall Fields (Anti dilution) 8/16/02 - - 1,450,000 1,450,000 8/16/07 0.1000
Bernard F Bridge Loan A
Brennan (Anti dilution) 8/16/02 - - 1,450,000 1,450,000 8/16/07 0.1000
Bridge Loan A
Thomas Wilson (Anti dilution) 8/16/02 - - 1,208,334 1,208,334 8/16/07 0.1000
Paul Higbee Bridge Loan B 11/12/02 - - 2,298,512 2,298,512 11/12/07 0.0400
Bernard F
Brennan Bridge Loan B 11/12/02 - - 2,298,512 2,298,512 11/12/07 0.0400
Terry Peets Bridge Loan B 11/12/02 - - 297,540 297,540 11/12/07 0.0400
Anthony Meyer Bridge Loan B 11/12/02 - - 5,273,913 5,273,913 11/12/07 0.0400
Randall Fields Bridge Loan B 11/12/02 - - 6,761,614 6,761,614 11/12/07 0.0400
Thomas Wilson Bridge Loan B 11/12/02 - - 3,042,362 3,042,362 11/12/07 0.0400
Anderson Bridge Loan B
Weinroth (Anti dilution) 11/12/02 - - 8,625,000 8,625,000 11/12/07 0.0700
Bridge Loan B
Randall Fields (Anti dilution) 11/12/02 - - 1,478,571 1,478,571 11/12/07 0.0700
Bernard F Bridge Loan B
Brennan (Anti dilution) 11/12/02 - - 1,478,571 1,478,571 11/12/07 0.0700
Bridge Loan B
Thomas Wilson (Anti dilution) 11/12/02 - - 1,232,143 1,232,143 11/12/07 0.0700
Triple Net
Investments Lender 12/24/02 - - 7,142,857 7,142,857 12/24/04 0.0700
Jonathan Legal
Eichner Settlement 6/30/03 - - 1,575,000 1,575,000 -
----------------------------------------------------------------------------------
Warrants totals 59,869,536
Total options & warrants 74,884,203
=============