SCHEDULE 14A
                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                     EXCHANGE ACT OF 1934 (AMENDMENT NO. __)

Filed by the Registrant                              [X]
Filed by a party other than the Registrant           [ ]

Check the appropriate box
 [ ]   Preliminary Proxy Statement         [ ] Confidential, for Use of the
 [X]   Definitive Proxy Statement              Commission Only (as permitted by
 [ ]   Definitive Additional Materials         Rule 14a-6(e) (2))
 [ ]   Soliciting Materials Pursuant to
       Rule 14a-11(c) or Rule 14a-12

                           ASI Technology Corporation
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

 [X]   No filing fee required

 [ ]   Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.

 (1)   Title of each class of securities to which transaction applies:

 (2)   Aggregate number of securities to which transaction applies:

 (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):

 (4)   Proposed maximum aggregate value of transaction:

 (5)   Total fee paid:

       [ ]  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 previous filing by
            registration  statement number, or the Form or Schedule and the date
            of its filing.

 (1)   Amount previously paid:

 (2)   Form, Schedule or Registration Statement No.:

 (3)   Filing party:

 (4)   Date filed:



                           ASI Technology Corporation
                           980 American Pacific Drive
                                    Suite 111
                          Henderson, Nevada 89014-7866

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           to be held on July 29, 2002

         The Annual Meeting of  Stockholders  of ASI Technology  Corporation,  a
Nevada Corporation, ("ASI") will be held on July 29, 2002 at 10:00 a.m. (Pacific
Standard Time) at Gallery P, 982 American Pacific Drive,  Suite 204,  Henderson,
Nevada 89014 to vote on the following:

            1. Election of Directors.  For the election of four directors,  each
               director to serve until the next annual  meeting of  stockholders
               or until their respective successors are elected and qualified;

            2. Appointment of Auditors. To ratify the appointment of McGladrey &
               Pullen,  LLP as ASI's independent  accountants for the year ended
               December 31, 2002.

            3. To transact  such other  business as may properly come before the
               Annual Meeting and any adjournment and postponement thereof.

         The  foregoing  items of  business  are  more  fully  described  in the
accompanying  Proxy  Statement.   The  Board  of  Directors  of  ASI  recommends
stockholders  vote FOR the approval of the foregoing items. Only stockholders of
record  at the  close of  business  on June 21,  2002 (the  "Record  Date")  are
entitled to vote at the Annual Meeting. The stock transfer books of ASI will not
be closed.

         All stockholders are cordially  invited to attend the Annual Meeting in
person.  Please  complete,  date, sign and return the enclosed proxy promptly to
ensure your  representation  at the Annual Meeting.  Even if you have given your
proxy,  you may still  vote in  person  at the  Annual  Meeting.  Your  proxy is
revocable in accordance with the procedures set forth in the Proxy Statement. If
your shares are held by a broker,  bank or other nominee and you wish to vote at
the Annual Meeting,  you must obtain a proxy issued in your name prepared by the
record holder.

                                          By Order of the Board of Directors


                                          /s/ JERRY E. POLIS
                                          Jerry E. Polis
                                          President
June 28, 2002



                           ASI Technology Corporation
                           980 American Pacific Drive
                                    Suite 111
                          Henderson, Nevada 89014-7866
                                 (702) 734-1888

                                 PROXY STATEMENT

GENERAL

         This Proxy Statement is furnished in connection  with the  solicitation
of proxies by the Board of Directors of ASI Technology  Corporation  ("ASI") for
the  Annual  Meeting  of the  Stockholders,  or any  and all  postponements  and
adjournments  thereof. The Annual Meeting will be held on July 29, 2002 at 10:00
a.m. (Pacific Standard Time) at Gallery P, 982 American Pacific Drive Suite 204,
Henderson, Nevada 89014.

VOTING RIGHTS AND OUTSTANDING SHARES

         The close of  business  on June 21, 2002 has been fixed by the Board of
Directors as the record date for  determining  stockholders  entitled to vote at
the Annual Meeting.  ASI had 3,412,522  shares of Common Stock,  $0.02 par value
per share ("Common Stock"),  outstanding and entitled to vote at the record date
and there  were no shares  of  preferred  stock  ("Preferred  Stock")  issued or
outstanding.

         The holders of a majority of the outstanding  shares of Common Stock on
the record date must be present at the Annual  Meeting in order to  constitute a
quorum.  Stockholders may be present in person or by proxy. Each share of Common
Stock  carries  one vote on each  proposal  and on any  other  matters  that may
properly come before the Annual Meeting.

         The election of directors  (Proposal No. 1) will be by plurality  vote.
The  affirmative  vote  of a  majority  of the  outstanding  shares  present  or
represented  by proxy  entitled to vote at the Annual  Meeting is  necessary  to
approve Proposal No. 2 (ratification of appointment of accountants).

         Abstentions  and broker  non-votes  will be  counted  for  purposes  of
determining the presence or absence of a quorum for the transaction of business.
However,  broker  non-votes will not be counted for purposes of determining  the
number of votes  cast with  respect to a  particular  proposal.  In  determining
whether  Proposal  No. 2, has been  approved or  ratified,  abstentions  will be
counted as votes against the proposal.

         All valid proxies received in time for the Annual Meeting will be voted
as specified.  The shares represented by properly executed proxies will be voted
FOR the proposals unless otherwise  indicated.  Stockholders who execute proxies
may revoke them at any time before  they are voted by (a)  delivering  a written
notice of  revocation  to Mr.  Jerry E.  Polis,  President  of ASI, at the above
address,  or (b)  submitting  a duly  executed  proxy  bearing a later  date.  A
stockholder's  attendance at the Annual Meeting will not in itself revoke his or
her proxy.  Management  plans to mail this Proxy  Statement and form of proxy to
stockholders on or about June 28, 2002.

         ASI will pay the entire cost of  solicitation  of proxies.  These costs
will  include  preparation,   assembly,  printing  and  mailing  of  this  proxy
statement,  the proxy and any additional  information furnished to stockholders.
Copies  of  such  materials  will  be  furnished  to  banks,  brokerage  houses,
fiduciaries  and  custodians  holding  in their  names  shares of  common  stock
beneficially  owned by  stockholders.  They will be  requested  to  forward  the
materials to the beneficial  owners.  ASI may reimburse  these persons for their
costs of forwarding  materials to such beneficial  owners.  The  solicitation of
proxies  by  mail  may  be  supplemented  by  telephone,  telegram  or  personal
solicitation  by  directors,  officers  or other  regular  employees  of ASI. No
additional  compensation  will be paid to  directors,  officers or other regular
employees for such services.




                                PROPOSAL NUMBER 1

                              ELECTION OF DIRECTORS

         ASI's Amended and Restated  Bylaws  provide that the Board of Directors
shall consist of not less than three members.  The Board of Directors has set by
resolution  the number of  directors at four members who shall be elected at the
annual meeting of the stockholders and who shall hold office for one (1) year or
until his or her successor or successors are elected and qualified.

         Directors are elected by plurality vote, meaning that (should more than
one nominee vie for the same seat on the Board) the  nominee  who  receives  the
most votes will be elected for the term nominated, even if he receives less than
a majority of the votes cast. Directors continue in office until the next annual
meeting of  stockholders  and they are  either  re-elected  or their  respective
successors are elected and duly qualified.  Jerry E. Polis,  ASI's President and
Chairman of the Board, Eric M. Polis, ASI's Secretary, Treasurer and a Director,
Phil  Carlino,  a Director  and Dawayne R.  Jacobs,  a  Director,  have all been
nominated  by the Board of  Directors  to stand for  election  to the Board.  If
elected,  they will  each  serve  terms  ending at the next  annual  meeting  of
stockholders  or  until  their  respective  successors  have  been  elected  and
qualified.

         Unless otherwise specified,  all proxies received will be voted FOR the
election of all nominees.  If any nominee  should not stand for election for any
reason,  your proxy will be voted for any  person or persons  designated  by the
Board of Directors.

         Biographical summaries, including the principal occupation and business
experience,  concerning  the  nominees for the Board of Directors of ASI are set
forth below.

         Jerry E. Polis, 70, has been President and a Director since 1973. Since
         1963 he has been  self-employed  primarily in real estate  investments,
         and since 1964 he has owned and operated Polis Realty. From 1968 to the
         sale of his  ownership in January  1997, he was active as a co-owner of
         the Taco  Bell  franchises  for the  State of  Nevada  (operated  under
         privately owned Las Cal Corporation).  In 1994 he co-founded Commercial
         Bank of Nevada,  an unlisted  publicly owned bank located in Las Vegas,
         Nevada,  which was sold  through a merger to a NYSE bank  group in June
         1998. He was a director of Commercial  Bank from 1994 and Chairman from
         May 1996  until  its  sale.  Mr.  Polis  was a  director  of  ValueStar
         Corporation, a publicly traded corporation,  from July 1995 to November
         2000. Mr. Polis graduated from Penn State University with a B.A. Degree
         in Commerce in 1953.

         Eric M. Polis, 31, has been Secretary,  Treasurer and a Director of the
         Company since August 2000. He is a licensed Real Estate agent in Nevada
         and since 1993 has been property manager for Polis Realty.  He obtained
         a B.S. in Business  Administration  from the  University  of Arizona in
         1993.

         Phil Carlino,  76, has been a Director since 1973 and until August 2000
         served as  Treasurer.  Since 1963 he has served as President of Fremont
         Coin Company,  a wholesale  coin business in Las Vegas,  Nevada;  since
         1974 he has been President of Carlino & Carlino, an advertising agency,
         and since 1958 he has served as  President of Carlino  Silver  Company,
         which  buys and sells  gold and  silver  bullion.  Mr.  Carlino is also
         active in Nevada state health agency charities.

         Dawayne R.  Jacobs,  59, has been a Director  since  August  2000.  Mr.
         Jacobs   founded   Jacobs   Marketing   Inc.,  a  general   merchandise
         manufacturing  representative  firm located in  Plymouth,  Minnesota in
         1982.  He has  served  as its  President  and CEO since  1982.  He also
         founded The Accessory Group, Henderson,  Nevada in 1995, a manufacturer
         and national  distributor  of proprietary  products,  and serves as its
         Chief  Executive  Officer.  In 1993 he founded  International  Rainwear
         Inc.,  Henderson,  Nevada, a national  distributor of rainwear that was
         sold in 1997.

                                       2


         There is no arrangement  between any of the directors,  the nominees or
executive officers and any other person or persons,  pursuant to which he was or
is to be selected as a director, nominee or executive officer. Jerry E. Polis is
the father of Eric M.  Polis.  There is no other blood  relationship  between or
among the nominees, directors or executive officers of ASI.

         The Board of Directors has no reason to expect that any of the nominees
will not stand for election or decline to serve if elected.

         THE  BOARD  RECOMMENDS  A VOTE  FOR  ALL  NOMINEES  FOR  THE  BOARD  OF
         DIRECTORS.

                                 PROPOSAL NO. 2

             RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS

         The  Board  of  Directors  has  selected  McGladrey  &  Pullen,  LLP as
independent  accountants to audit ASI's financial  statements for the year ended
December 31, 2002. A representative of McGladrey & Pullen, LLP is expected to be
present at the Annual  Meeting with the  opportunity  to make a statement if the
representative  desires to do so, and is expected to be  available to respond to
appropriate questions.

         The following table sets forth the aggregate fees billed to ASI for the
year ended December 31, 2001 by McGladrey & Pullen, LLP:

                  Audit Fees...................................$25,485
                  Tax Service Fees.............................$ -0-
                  All Other Fees...............................$ -0-

         The Board of Directors has  considered  the role of McGladrey & Pullen,
LLP in providing tax and audit services and other non-audit  services to ASI and
has  concluded  that such  services  are  compatible  with  McGladrey & Pullen's
independence as ASI's accountants.

Vote Required and Board of Director's Recommendation

         Approval of this proposal  requires the affirmative vote of the holders
of a majority of the shares present or represented by proxy and entitled to vote
at the Annual Meeting. Abstentions will have the same effect a votes against the
proposal. Broker non-votes will have no effect on the outcome of this vote.

         The  Board  of  Directors   believes  that  the   ratification  of  the
appointment  of McGladrey & Pullen,  LLP is in the best interests of ASI and its
stockholders.  Therefore,  the Board of Directors unanimously  recommends a vote
"FOR" approval of the proposal to ratify the  appointment of McGladrey & Pullen,
LLP as ASI's independent accountants for the year ending December 31, 2002.

                        DIRECTORS AND EXECUTIVE OFFICERS

         The  following  table  sets  forth  information  with  respect  to each
director and executive officer of ASI as of June 28, 2002:



         Name                 Age  Position
         ----                 ---  --------
                             
         Jerry E. Polis       70   President and Director since 1973
         Phil Carlino         76   Director since 1973
         Eric M. Polis        31   Secretary, Treasurer and Director since August 2000
         Dawayne R. Jacobs    59   Director since August 2000


         There is no  arrangement  between  any of the  directors  or  executive
officers and any other  person or persons,  pursuant to which he was or is to be
selected as a director  or  executive  officer.  Jerry E. Polis is the father of
Eric M.  Polis.  There is no  other  blood  relationship  between  or among  the
directors or executive officers of ASI.

                                       3


         The  Directors  receive  compensation  of $100 per  meeting  for  their
services as Directors  and Mr. Jerry E. Polis,  Chairman of the Board,  receives
$200 for each meeting.  None of the officers  currently receive any compensation
for their  services  as  officers  of the  Company.  ASI may begin  compensating
management at a future date. There are no employment contracts with any of ASI's
officers or directors.

         The Board of Directors  held one meeting during the year ended December
31,  2001.  During the year ended  December  31,  2001,  no  incumbent  Director
attended fewer that 75% of the meetings of the Board of Directors.  There are no
committees of the Board.

Executive Compensation

         There is shown below  information  concerning the compensation of Jerry
E. Polis, our chief executive officer (the "Named Executive  Officer"),  for the
years ended  December  31, 2001,  2000 and 1999.  No other  executive  officer's
salary and bonus  exceeded  $100,000  during the fiscal year ended  December 31,
2001.



                                         Summary Compensation Table
                                         --------------------------                    Long Term
                                            Annual Compensation                       Compensation
                                            -------------------                       ------------
                                                                                  Securities Underlying
Name and                        Fiscal                             Other Annual         Options
Principal Position              Year        Salary        Bonus    Compensation       (# of Shares)
- ------------------              ----        ------        -----    ------------       -------------
                                                                          
Jerry E. Polis, President        2001       $-0- (1)       $-0-        $200 (1)          10,000
                                 2000       $-0- (1)       $-0-        $200 (1)             -0-
                                 1999       $-0- (1)       $-0-        $200 (1)             -0-


         (1) Director fees. Mr. Polis received no  compensation as an officer of
         ASI for any period.  ASI recorded $10,000 in 1999,  $20,000 in 2000 and
         $24,000 in 2001 as contributed services for Mr. Polis.

Option Grants

         Shown below is further information on grants of stock options in fiscal
2001 to the Named Executive Officer reflected in the Summary  Compensation Table
shown above for the year 2001.

                 Option Grants for Year Ended December 31, 2001

                                          Percent of Total
                                          Options Granted
                           Number of       to Employees in   Exercise Expiration
         Name           Options Granted     Fiscal Year       Price      Date
         ----           ---------------     -----------       -----      ----
    Jerry E. Polis          10,000             10.0%          $0.50    11/19/06

         There were no options exercised by Mr. Polis or any other person during
         2001.

Equity Compensation Plan Information

         On August 16, 2000 the stockholders  approved the 2000 Equity Incentive
Plan reserving an aggregate of 250,000 shares of common stock for issuance under
the plan. At December 31, 2001 there were 100,000  options  granted by the Board
of  Directors,  which were  documented  by  agreements  provided to optionees in
January 2002 pursuant to this plan.

                                       4




- ------------------------------- ----------------------------- ---------------------------- -----------------------------
                                         Column (a)                   Column (b)                    Column (c)
- ------------------------------- ----------------------------- ---------------------------- -----------------------------
                                                                                           Number of securities
                                                                                           remaining available for
                                Number of securities to be    Weighted-average exercise    future issuance under
                                issued upon exercise of       price of outstanding         equity compensation plans
                                outstanding options,          options, warrants and        (excluding securities
        Plan Category           warrants and rights           rights                       reflected in column (a))
- ------------------------------- ----------------------------- ---------------------------- -----------------------------
                                                                                            
Equity compensation plans
approved by security holders              100,000                        $0.50                       150,000
- ------------------------------- ----------------------------- ---------------------------- -----------------------------
Equity  compensation plans not
approved by security holders                -0-                           N/A                          -0-
- ------------------------------- ----------------------------- ---------------------------- -----------------------------
Total                                     100,000                        $0.50                       150,000
- ------------------------------- ----------------------------- ---------------------------- -----------------------------


         Other than the 2000 Equity  Incentive Plan, ASI does not have any stock
appreciation rights plans in effect,  outstanding  warrants or rights and has no
long-term incentive plans, as those terms are defined in Securities and Exchange
Commission regulations.

         Other than the 2000 Equity  Incentive Plan, ASI does not have any stock
appreciation rights plans in effect,  outstanding  warrants or rights and has no
long-term incentive plans, as those terms are defined in Securities and Exchange
Commission regulations.

Section 16(a) Beneficial Ownership Reporting Compliance

         In March 2001 the officers and directors  filed initial reports on Form
3. Prior to this initial filing,  during the last three years no Forms 3, 4 or 5
were filed as ASI was not a reporting issuer.

         During the fiscal year ended  December  31, 2001,  Jerry E. Polis,  our
chief executive officer and a director, was required to file a Form 4 reflecting
changes in  security  ownership.  Mr.  Polis'  Form 4 for a  December  2001 note
conversion and purchase of common stock was filed in January 2002 but not within
the 10 day reporting period. In addition,  stock options  exercisable for 10,000
shares of common stock were granted to each of our  directors in December  2001.
Forms 4 were not filed for the month of December reflecting such grants but were
filed for the month of January when the directors  received their executed stock
option  agreements.  James A.  Barnes  became a 10%  beneficial  shareholder  in
December 2001 and filed an initial Form 3 in March 2002.

Conflicts of Interest

         Certain  conflicts  of  interest  now exist and will  continue to exist
between us and certain of our  officers,  directors and  consultants  due to the
fact that they have other employment or business  interests to which they devote
some  attention  and  they  are  expected  to  continue  to do so.  We have  not
established  policies or procedures  for the  resolution of current or potential
conflicts  of interest  between us and  management,  consultants  or  affiliated
entities.  There can be no assurance that members of management will resolve all
conflicts of interest in our favor.  Our officers and directors are  accountable
to us as  fiduciaries,  which means that they are legally  obligated to exercise
good faith and integrity in handling our affairs. Failure by them to conduct our
business in our best interests may result in liability to them.

         It is conceivable  that our areas of interest could overlap or conflict
with other business  interests of our management or our consultants.  We believe
that the our areas of focus,  products and technology  directions are unique and
distinct from other  businesses in which our management and  consultants  may be
involved  such that no conflict  in business  lines or  loyalties  will  result.
Because of this  unlikelihood,  no steps  have been  taken to  resolve  possible
conflicts,  and any such conflicts,  should they arise, will be addressed at the
appropriate time.

                                       5


Related Transactions

         Mr. Jerry E. Polis advanced us $100,000 in August 1999, the proceeds of
which were used to pay a portion of the purchase  price for ASI's plasma antenna
technology  and to fund  continued  patent  research.  This  advance was applied
toward Mr.  Polis'  purchase  of 200,000  shares of common  stock in the private
placement completed in October 1999. Mr. Eric M. Polis purchased $25,000 (50,000
shares) of our common stock in the private placement.

         During 2001 Mr. Jerry E. Polis  advanced to ASI $185,000 as  short-term
advances of which  $150,000  was repaid.  The  balance of $35,000  plus  accrued
interest of $1,407 and an additional cash investment of $50,000 was converted to
172,814 shares of common stock in December 2001.

         ASI currently  shares office space with Davric  Corporation,  an entity
controlled  by Mr. Jerry E. Polis.  ASI is paying  Davric  Corporation  $750 per
month for use of this space and associated administrative costs.


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth, as of the Record Date, the Common Stock
ownership of each  nominee for  director,  each  officer of ASI,  all  executive
officers and  directors of ASI as a group,  and each person known by ASI to be a
beneficial  owner of 5% or more of ASI Common Stock.  Except as otherwise noted,
each person listed below is the sole beneficial owner of the shares and has sole
investment and voting power as to such shares.



           Name and Address                           Amount & Nature
            of Beneficial                              of Beneficial          Percent
               Owner                                     Ownership            of Class
               -----                                     ---------            --------
                                                                         
           Jerry E. Polis                                814,911 (1)           23.8%
           President and Director
           980 American Pacific Drive, #111
           Henderson, Nevada 89014

           Phil Carlino,                                  40,000 (3)            1.2%
           Director
           3375 Glen Avenue, Suite 6
           Las Vegas, Nevada 89121

           Eric M. Polis                                  60,000 (3)            1.8%
           Secretary, Treasurer and Director
           980 American Pacific Drive, #111
           Henderson, Nevada 89014

           Dawayne R. Jacobs                             110,000 (2)            3.2%
           Director
           980 American Pacific Drive, #111
           Henderson, Nevada 89014

           Newport Pacific Ltd.                          200,000                5.9%
           1005A Lippo Center, Tower 1
           89 Queensway
           Hong Kong

           James A. Barnes                               428,614 (4)           12.5%
           8617 Canyon View Drive
           Las Vegas, NV 89117


                                       6




                                                                                           
                  All directors and officers as a group            1,024,911                     29.7%
                    (4 persons)


- ----------------------------

(1)  Includes 611,614 shares held by the Polis Family Trust and 63,000 shares by
     Davric  Corporation,  a company  controlled  by Mr.  Polis.  Also  includes
     currently exercisable options on 10,000 shares of common stock.

(2)  Shares held by family trust. Also includes currently exercisable options on
     10,000 shares of common stock.

(3)  Includes currently exercisable options on 10,000 shares of common stock.

(4)  Includes 318,614 shares held by Sunrise Capital, Inc., a company controlled
     by Mr.  Barnes,  and 100,000  shares held by a family trust.  Also includes
     currently exercisable options on 10,000 shares of common stock.




                                  OTHER MATTERS

         The board of directors  knows of no other matters to be brought  before
the Annual Meeting.  However, if any matters other than those referred to herein
should properly come before the Annual Meeting, it is the intention of the proxy
holders to vote such proxy in accordance with his or her best judgment.

                                            By Order of the Board of Directors


                                            /s/ JERRY E. POLIS
                                            Jerry E. Polis
June 28, 2002                               President

                                       7



         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                           ASI TECHNOLOGY CORPORATION
                   FOR THE ANNUAL MEETING OF THE STOCKHOLDERS

                                  JULY 29, 2002

         The undersigned  stockholder of ASI Technology  Corporation  ("ASI"), a
Nevada corporation,  hereby acknowledges receipt of the Notice of Annual Meeting
of  Stockholders  and Proxy  Statement,  each  dated June 28,  2002,  and hereby
appoints  Jerry  E.  Polis,  Phil  Carlino  and Eric M.  Polis,  or any of them,
proxies,  with full power to each of substitution,  on behalf and in the name of
the  undersigned,  to  represent  the  undersigned  at  the  Annual  Meeting  of
Stockholders  of ASI to be held on July 29, 2002 at 10:00 a.m.,  local time,  at
Gallery P, 982 American Pacific Drive Suite 204, Henderson, Nevada 89014, and at
any adjournment or adjournments  thereof, and to vote all shares of Common Stock
that the  undersigned  would be  entitled  to vote if then and there  personally
present, on the matters set forth below.

         THIS PROXY WILL BE VOTED AS DIRECTED  OR, IF NO CONTRARY  DIRECTION  IS
INDICATED,  WILL BE VOTED FOR THE ELECTION OF DIRECTORS, AND FOR THE PROPOSAL IN
ITEM 2 BELOW,  AND AS SAID PROXIES DEEM  ADVISABLE ON SUCH OTHER  MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING.

         1. ELECTION OF DIRECTORS:

            ___ FOR all nominees listed below    ___ WITHHOLD AUTHORITY
                (except as indicated)                to vote for all nominees
                                                     listed below

If you wish to withhold authority to vote for any individual  nominee,  strike a
line through that nominee's name in the list below.

     Jerry E. Polis    Eric M. Polis    Phil Carlino    Dawayne R. Jacobs


         2. PROPOSAL TO RATIFY THE APPOINTMENT OF MCGLADREY & PULLEN, LLP AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2002.

                  __ FOR            ___ AGAINST        ___ ABSTAIN



                                     Dated: ________________________, 2002


                                             Signature



                                             Signature


                                     This  Proxy  should  be  marked,  dated and
                                     signed by the stockholder(s) exactly as his
                                     or her name  appears  hereon,  and returned
                                     promptly in the enclosed envelope.  Persons
                                     signing in a fiduciary  capacity  should so
                                     indicate.  If  shares  are  held  by  joint
                                     tenants  or  as  community  property,  both
                                     should sign.