For the reasons set forth in more detail later in the proxy statement, our board of directors unanimously recommends that you vote “For” for the following proposals: 5 Proposal No. 1 - the election of our directors; Proposal No. 2 - the ratification of the Audit Committee’s appointment of KMJ Corbin & Company as our independent registered public accounting firm for current fiscal year 2016; Proposal No. 3 - to approve, on an advisory basis, the compensation of the named executive officers; Proposal No. 4 - to approve an amendment to our certificate of incorporation, as amended, to effect a reverse stock split of shares of our issued and outstanding common stock, par value of $.00001 per share, at a ratio to be established by our board of directors in its discretion, of up to one for fifteen (but not less than one for five; and Proposal No. 5 - to authorize the adjournment of the 2015 Annual Meeting of Stockholders, if necessary to solicit additional proxies, in the event that there are not sufficient votes at the time of the 2015 Annual Meeting of Stockholders to approve any of the foregoing proposals. How many votes are needed to have the proposals pass? The board of directors will be elected by a favorable vote of a plurality of the shares of common stock present and entitled to vote, in person or by proxy, at the annual meeting. Accordingly, abstentions and “broker non-votes” (see above) as to the election of directors will not be counted in determining which nominees received the largest number of votes cast. In order for Proposal Nos. 2, 3, and 5 to pass, the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the annual meeting is required for each proposal. In order for Proposal No. 4 to pass, the affirmative vote of a majority of the Company’s outstanding shares of capital stock entitled to vote is required. Only proxies and ballots indicating votes “FOR,” “AGAINST” or “ABSTAIN” on the proposals or providing the designated proxies with the right to vote in their judgment and discretion on the proposals are counted to determine the number of shares present and entitled to vote. Broker non-votes will not be counted towards the vote total on Proposal Nos. 1 and 3 although they will count toward the presence of a quorum. Abstentions as to a proposal will have the same effect as votes against a proposal. Voting Results We will report final results on Form 8-K
