(ii) 370,322 shares of common stock underlying a promissory note convertible into shares of common stock within 60 days of the Record Date.
(6)
Mr. Bahnsen’s beneficial ownership includes i) 752,702 shares of common stock and ii) 20,000 shares of Series A Preferred Stock, convertible into 2,000,000 shares of common stock, together which represents a total voting power of 2.2% on any matters submitted to a vote of stockholders.
(7)
Mr. Oser’s beneficial ownership includes i) 4,104,728 shares of common stock and ii) 5,334 shares of Series A Preferred Stock, convertible into 533,400 shares of common stock, together which represents a total voting power of 3.7% on any matters submitted to a vote of stockholders.
(8)
Mr. Tichenor’s beneficial ownership includes i) 4,477,904 shares of common stock and ii) 5,333 shares of Series A Preferred Stock, convertible into 533,300 shares of common stock, together which represents a total voting power of 4.0% on any matters submitted to a vote of stockholders.
(9)
Mr. Niermann’s beneficial ownership of 20,000,000 shares of common stock is held by Pioneer Productions, 420 8th Street, Huntington Beach, CA 92648, of which Mr. Niermann is the Director.
(10)
Mr. McCallum’s beneficial ownership includes (i) 4,000,000 shares of common stock held by 500 Limited, 13D Tak Lee Commercial Bldg., 113-117 Wanchai Road, Wanchai, HongKong, of which Mr. McCallum is the Owner and Chief Executive Officer, and (ii) 2,006,751 shares of common stock underlying options exercisable within 60 days of the Record Date.
(11)
Mr. Cassidy’s beneficial ownership includes (i) 960,000 shares of common stock; (ii) 200,000 shares of Series B Preferred Stock, convertible into 20,000,000 shares of common stock, all held by The Bruce A. Cassidy 2013 Irrevocable Trust dated June 18,2013, an Ohio Legacy Trust, of which Mr. Cassidy is the Senior Manager, and together which represents a voting power of 14.6% on any matters submitted to a vote of stockholders; (iii) 68,182 shares of common stock issuable upon exercise of warrants exercisable within 60 days of the Record Date, held by The Bruce A. Cassidy 2013 Irrevocable Trust dated June 18,2013, an Ohio Legacy Trust, of which Mr. Cassidy is the Senior Manager; (iv) 72,727 shares of common stock issuable upon exercise of warrants exercisable within 60 days of the Record Date, held by the Excel Family Partnership LLLP, of which Mr. Cassidy is the Manager; and (v) 2,666,667 shares of common stock issuable upon exercise of warrants exercisable within 60 days of the Record Date, which are held by Eagle Holdings Group, LLC of which Mr. Cassidy is the Senior Manager. Accounting for all shares of common stock held and common shares represented by shares of Series B Preferred Stock, upon conversion of all warrants, Mr. Cassidy would have a total voting power of 16.3% on any matters submitted to a vote of stockholders.
(12)
Accounting for all shares of common stock held and common shares represented by shares of Series B Preferred Stock, upon the conversion of all warrants and options, our named executive officers and directors as a group would have a total combined voting power of 34.0% on any matters submitted to a vote of shareholders.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act, as amended, requires our executive officers and directors and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our Common Stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors, and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they filed. Based solely on a review of the copies of such forms furnished to the Company by its officers and directors, or the Company’s actual knowledge of transactions involving such officers and directors, the Company believes that all of our officers and directors and the owners of ten percent or more of our common stock have not filed their required Forms 3, 4 and 5. The Company intends to ensure to the best of its ability that all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners are complied with in a timely fashion.