SC 13G/A 1 polis_sc13ga1-123108.txt 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. 1)* E.DIGITAL CORPORATION --------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE --------------------------------------------------------------------- (Title of Class of Securities) 26841Y103 --------------------------------------------------------------------- (CUSIP Number) DECEMBER 31, 2008 --------------------------------------------------------------------- (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). CUSIP NO. 26841Y103 13G PAGE 2 OF 7 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) JERRY E. POLIS -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 5,944,277 (1) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 18,164,931 (2) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 5,944,277 (1) 8 SHARED DISPOSITIVE POWER 18,164,931 (2) -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,109,208 SHARES OF COMMON STOCK -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.5% (3) -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ================================================================================ (1) Includes (i) 3,959,735 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 1,760,692 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) 67,600 shares of common stock held by a personal IRA. (2) Includes (i) 16,515,000 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) 1,042,696 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) 110,063 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 the Polis Family LLC, 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 reports on Form 10-Q and Form 8-K. CUSIP NO. 26841Y103 13G PAGE 3 OF 7 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) CHARLOTTE O. POLIS -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 113,000 (4) SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 16,771,250 (5) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 113,000 (4) 8 SHARED DISPOSITIVE POWER 16,771,250 (5) -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,884,250 SHARES OF COMMON STOCK -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.0% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN ================================================================================ (4) Shares of common stock held by a personal IRA. (5) Includes (i) 16,615,000 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. CUSIP NO. 26841Y103 13G PAGE 4 OF 7 PAGES -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) JERRY E. POLIS FAMILY TRUST -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 16,671,250 (6) REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 0 8 SHARED DISPOSITIVE POWER 16,671,250 (6) -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,671,250 SHARES OF COMMON STOCK -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO ================================================================================ (6) Includes 16,515,000 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. 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. 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 21, 2009 /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. CUSIP NO. 26841Y103 13G PAGE 7 OF 7 PAGES January 21, 2009 /s/ JERRY E. POLIS Jerry E. Polis January 21, 2009 /s/ CHARLOTTE O. POLIS Charlotte O. Polis January 21, 2009 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.)