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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
COMPUTERXPRESS.COM, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No 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 transactions 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:
COMPUTERXPRESS, INC.
1601 East Flamingo Road
Las Vegas, NV 89119
NOTICE OF CONSOLIDATED ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 2000
To our Shareholders:
The Consolidated Annual Meeting of Shareholders of ComputerXpress, Inc., a
Nevada corporation (the "Company") will be held at the Company's executive
officers at 1601 East Flamingo Road, Las Vegas, Nevada, on Friday, May 12,
2000 at 3:00 p.m., to consider and vote upon a proposal to elect five
members of the Board of Directors, a proposal to ratify the selection of
Roger Castro, CPA to serve as the Company's independent certified public
accountant for the year ending March 31, 2000, and to consider and act upon
such other matters as may property come before the meeting or any
adjournment thereof.
Only shareholders of record at the close of business on March 31, 2000 are
entitled to notice of, and to vote at, the annual shareholder's meeting.
All shareholders are extended a cordial invitation to attend the
Consolidated Meeting of Shareholders.
By Order of the Board of Directors.
FRANKLIN R. SCIVALLY
President
Las Vegas, Nevada
May 2, 2000
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THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT
THE MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. NO
ADDITIONAL POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING
OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
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COMPUTERXPRESS, INC.
PROXY STATEMENT
FOR THE 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 2000
I. INTRODUCTION
The Board of Directors of ComputerXpress, Inc., a Nevada
corporation (the "Company"), is soliciting the accompanying Proxy in
connection with its 2000 Annual Meeting of Shareholders of the Company to be
held at 3:00 p.m. Pacific Daylight Time on Friday, May 12, 2000 at 1601 East
Flamingo Road, Las Vegas, Nevada, and any adjournments thereof. The Notice
of Annual Meeting and Proxy Card were mailed to shareholders on or about May
2, 2000. This proxy statement was mailed to shareholders on or about May 9,
2000. The Company's Annual Report on Form 10-KSB for the year ended March
31, 2000, has not yet been filed.
II. OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed the close of business
on March 31, 2000, as the record date for the determination of those holders
of Common Stock of the Company entitled to receive notice of, and vote at, the
Annual Meeting. Persons who were not shareholders on such date will not be
allowed to vote at the Annual Meeting. At the close of business on the record
date, there were 49,835,060 shares of the Company's Common Stock issued and
outstanding. The Common Stock is the only outstanding class of capital stock
of the Company entitled to vote at the Meeting. Each share of Common Stock is
entitled to one vote on each matter to be voted on at the meeting. Holders of
Common Stock are not entitled to cumulative voting rights. A majority of the
shares entitled to vote present in person or represented by proxy at the
Annual Meeting, is required for approval of each of the Company's three
proposals.
Shares of Common Stock that are represented by properly executed
proxies, unless such proxies have previously been revoked, will be voted in
accordance with the instructions indicated in such proxies. If no instructions
are indicated, such common shares will be voted "FOR" approval of each of the
four proposals and in the discretion of the proxy holders for any other matter
that may properly come before the Annual Meeting. If a shareholder abstains
from voting as to any matter, then the shares held by such shareholder shall
be deemed present at the meeting for purposes of determining a quorum, and for
purposes of calculating the vote with respect to such matter, but shall not be
deemed to have been voted in favor of such matter. Abstentions, therefore,
as to any proposal will have the same effect as votes against such proposal.
If a
broker returns a "non-vote" proxy, indicating a lack of voting instructions by
the beneficial holder of the shares and a lack of discretionary authority on
the part of the broker to vote a particular matter, then in such instance, the
shares covered by such "non-vote" proxy shall be deemed to be present at the
meeting for purposes of determining a quorum, but shall not be deemed to be
represented at the meeting for purposes of calculating the vote required for
approval of such matter.
A shareholder who has given a proxy may revoke it at any time prior to
its exercise at the Annual Meeting by filing with the Chief Executive
Officer of the Company, Mr. Franklin Scivally, at the address set forth
above, a written revocation of such proxy, or by executing and delivering a
duly-executed proxy bearing a later date, or by simply voting the common
shares covered thereby by separate written ballot to be disseminated at the
Annual Meeting.
In addition to soliciting proxies by mail, officers, directors and
employees of the Company, without receiving additional compensation therefor,
may solicit proxies personally, or by telephone, telegram or other forms of
communication, including wire facsimile. The Company has not retained a proxy
solicitation firm, and instead, will use its own best efforts to solicit as
many proxies as practicable in the time available before the Annual Meeting.
III. PRINCIPAL SHAREHOLDERS; MANAGEMENT SHARE HOLDINGS
The following table sets forth certain information regarding
beneficial ownership of the Company's Common Stock as of March 31, 2000, by:
(I) each current director; each nominee for director, and executive officer
of the Company; (ii) all directors and executive officers as a group; and
(iii) each shareholder who owns more than five percent of the outstanding
shares of the Company's Common Stock. Except as otherwise indicated, the
Company believes each of the persons listed below possesses sole voting and
investment power with respect to the shares indicated.
NAMES OF EXECUTIVE SHARES PERCENTAGE
OFFICER, DIRECTORS BENEFICIALLY BENEFICIALLY
AND 5% HOLDERS OWNED(1) OWNED
James L. Rather 1,010,000 4.10%
575 Anton Blvd., Suite 300
Costa Mesa, CA 92626
Donald Smallman 500,000 2.05%
11337 West Olive Drive
Avondale, AZ 85323
Franklin R. Scivally 500,000 2.05%
200 S. Hampton Hill Court
Tucson, AZ 85711
Robert M. Daddio 10,010 .04%
973 Sherman Way
Pleasanton, CA 94566
Officers and Directors
as a Group 2,000,000 8.20%
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(1) This table is based upon 49,835,060 shares issued and outstanding as of
April 14, 2000.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting and investment
power with respect to the shares. 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 person
holding
such options or warrants, but are not deemed outstanding for computing
the percentage of any other person.
IV. EXECUTIVE COMPENSATION
The following table sets forth both the compensation paid or accrued
by the Company for services rendered by executive officers of the Company
for the fiscal year ended March 31, 2000. No executive officer's
total compensation exceeded $100,000 based on salary and bonus during any of
the three years.
SUMMARY COMPENSATION TABLE
Annual Compensation
Long-Term
- ------------------------------------ Compensation
Name and Principal Position Year Salary ($) Bonus ($) Other
($) Options (No.)
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NONE PAID
V. PROPOSAL NUMBER ONE - ELECTION OF FIVE DIRECTORS
At the Annual Meeting, shareholders will be asked to consider and vote
on the election of Frank R. Scivally, Donald R. Smallman, Robert Daddio,
DDS, James L. Rather, Esq., and John Haddox, to the Board of Directors. At
each Annual Meeting of Shareholders, directors will be elected to serve for
a one-year term terminating at the 2000 Annual Meeting of Shareholders, and
until their successors have been duly-elected and qualified.
Unless authority is withheld, the proxy solicited hereby will be voted
for the election of Messrs. Scivally, Smallman, Daddio, and Rather as
directors for a term of one year. Messrs. Smallman and Scivally are members
of the Company's current Board of Directors. Messrs. Daddio and Rather were
appointed as provisional directors by the Company's current Board of
Directors. If, prior to the meeting, it should become known that Messrs.
Scivally, Smallman, Daddio or Rather will be unwilling or unable to serve as
directors after the meeting by reason of death, incapacity, or other
unexpected occurrence, the proxies will be voted for such substitute nominee
as is selected by the Board of Directors, or alternatively, not voted for
any nominee. The Board of Directors has no reason to believe that any of the
nominees will be unable to serve as directors of the Company. The election
of the aforementioned three nominees require the affirmative vote of a
majority of the shares present at the 2000 Annual Meeting, represented
either in person or by proxy.
The following is certain biographical information about the five
nominees:
Donald Smallman. Mr. Smallman is employed as the Secretary and Director of
the Company, and has been since March 1, 1999. From June, 1997 through
March 1, 1999, he was the owner of a Cyber Exchange franchise in Phoenix,
Arizona. From April 1996 through June, 1997, he was employed by CDI in
Phoenix, Arizona as a software engineer,/developer. From December, 1994
through February, 1996, he was employed by First Approach - Energy - River
Bend Nuclear Generating Station, in St. Francisville, Louisiana as a
software engineer/developer, and from March, 1994 through November, 1994, he
was employed by Atlantic Group, Inc. Arizona Public Service Palo Verde
Nuclear Generating Station in Phoenix, Arizona, in various positions,
including I&C Procurement Engineer, Electrical Engineer, and I&C Engineer.
He was previously employed by Bechtel Power Corporation from May, 1991
through November, 1993 at the Palo Verde Nuclear Generating Station in
Phoenix, Arizona, and from August, 1990 through April, 1991, he served as
Electrical Engineer for Advanced Technology, Inc. At the Tennessee Valley
Authority Watts Bar Nuclear Plant in Chattanooga, Tennessee. From October,
1989 through August, 1990, he was employed by Black & Veatch as an
Electrical/I&C Design Engineer at the Palo Verde Nuclear Generating Station,
and from September, 1982 through October, 1989, he was employed as an
Electrical/I&C Engineer at the Tennessee Valley Authority Sequotah Nuclear
Plant in Chattanooga, Tennessee.
Franklin R. Scivally. Mr. Scivally is the Treasurer and Director of the
Company and has been since March 1, 1999. He has been the President of The
Company since June 1, 1999. He is also the owner of the CostPlusFive.com
affiliated location in Tucson, Arizona, and has been so employed since March
1, 1999. He is also the President of Scivally Enterprises, LLC. From
January, 1992 through December, 1997 he was employed by Questech, Inc. as
Project Manager. From December, 1997 through March 1, 1999, the was
employed as the owner of a Cyber Exchange franchise in Tuscon, Arizona. From
November, 1971 through December, 1971 he was a Commissioned Officer in the
United States Air Force, in various positions, including Chief, Quality
Assurance Division of the Tomahawk Cruise Missile Wing, Maintenance Control
Officer, Minuteman & Ground, launch Cruise Missile Launch Officer, Minuteman
Weapon System Launch Analyst, Chief, Maintenance Control, assignment through
the Air Force Institute of Technology to Hughes Aircraft Company, and
Manufacturing Manager for the MILSTAR program. He holds a Master of
Arts/management & Supervision from Central Michigan University, 1983, a
Bachelor of Science/Business Management, 1980 from the University of
LaVerne, and an Associate of Arts/Electronics, 1978 from Alan Hancock College.
James L. Rather. Mr. Rather is a director of the Company, and has served as
such since his provisional appointment to the Board of Directors on March
20, 2000. Since 1981, he has been self employed as a practicing attorney.
From 1974 through 1979 he was employed as a Revenue Officer for the Internal
Revenue Service. Mr. Rather holds a B.A. from the University of Tennessee,
1974; an LLM in Taxation from the University of San Diego, 1985; and a J.D.
from Southwestern University School of Law, 1981. He is licensed to
practice law in the states of California, Florida and Tennessee.
Robert M. Daddio. Dr. Daddio has been a self employed practicing dentist in
the Silicon Valley since 1997. Dr. Daddio holds a B.S. degree from College
of Marin, 1971, and a D.D.S. from University of the Pacific, 1976.
John Haddox. Mr. Haddox is a retired firefighter with the City of Beverly
Hills, California, who currently serves on the Planning Commission for the
City of Indio. He holds a B.A. from L.A. State University (Now California
State University) at Los Angeles in Business Administration.
The following table sets forth certain information with respect to all
existing directors, nominees for directors and executive officers of the
Company.
Name Age Position
- ---- --- --------
Donald R. Smallman 37 Secretary, Director
Franklin R. Scivally 47 President, Treasurer,
Director
James L. Rather 46 Director
Robert M. Daddio 50 Director
John Haddock 66 None
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A director's regular term is for a period of one year and until the
next Annual Meeting of Shareholders and his or her successor is duly elected
and qualified. An officer's regular term is for a period of one year,
expiring at the next annual meeting of the Board of Directors or when his or
her successor is elected and qualified.
COMPENSATION OF OUTSIDE DIRECTORS
Independent or "outside" directors do not receive cash compensation
for attending meetings of the Board of Directors. All directors are
reimbursed for their reasonable out-of-pocket expenses incurred in
connection with attendance at Board meetings and on any business related to
the Company. The Company grants such directors shares of Common Stock for
service to the Company
There are no family relationships among any of the Company's existing
directors. During 1999, the Board of Directors held five meetings. Each
director nominee attended 75% or more of the total number of meetings held
during the period for which he has been a director or served on a committee or
committees of the Board and of committees of which he was a member.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.
The Company is not aware of any material legal proceedings involving any
director, director nominee, promoter or control person including criminal
convictions, pending criminal matters, pending or concluded administrative
or civil proceedings limiting one's participation in the securities or
banking industries, or findings of securities or commodities law
violations.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company
believes that, during the fiscal year ended Dec.31, 1999, all filing
requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
TRANSACTIONS WITH MANAGEMENT, DIRECTORS, AND AFFILIATES
On February 26, 1999, the Company signed an agreement for the purchase of
assets of a Nevada corporation by the name of Cost Plus Five.com, Inc.,
which purported to own nine retail computer stores, in exchange for 17
million shares, and issued 6,984,000 of those 17 million shares of its
common stock to effectuate the agreement. However, Shortly thereafter, the
Company rescinded the contract after it discovered that the state of Texas
was preparing to close two stores in Houston owned by Lee Jackson, for non
payment of taxes. The Company rescinded the asset purchase contract because
the discovery of the financial discrepancies on the two Houston stores made
all of the financial statements suspect. It subsequently, on April 13,
2000, acquired the proprietary website, "www.costplusfive.com" from its
owners, Frank Scivally, Mahlon Meier, William Barker and Don Smallman, the
directors of the Company, and changed the Company's business direction to
that of Internet computer sales. Out of the 6,984,000 shares, the Company
has distributed 500,000 to Franklin Scivally, 500,000 to Don Smallman,
500,000 to William Barker and 500,000 to Mahlon Meier, in exchange for their
respective interests in the Internet website and domain name, and in
exchange for a $125,000 note payable to the Company from each officer. The
Company intends to seek the cancellation of the remaining 4,984,000 shares.
The related parties who own the current affiliate locations are the officers
and directors of the Company.
Robert T. Yarbray is the only person who may be considered to be a promoter
of the Company. On or about December 1, 1998, Robert T. Yarbray, who was
president of the Company at the time, was issued 600,000 shares of Company
common stock in exchange for and as a retainer for his services as
president. On or about April 13, 1999, outgoing president Robert T. Yarbray
was hired as a consultant to the Company, and compensated for monthly full
time consulting services the amount of 1,000,000 shares of company common
stock, in exchange for 12 months' worth of full time consulting services.
On or about March 9, 2000, Robert T. Yarbray was issued an additional
750,000 shares of common stock, in consideration of an annual retainer for
consulting services for the following year. The company leases office space
from Mr. Yarbray at $800 per month.
On April 15, 1999, 500,000 shares were sold to officer/director William
Barker in exchange for a note in the amount of $125,000, a sophisticated
investor who had access to all corporate information, including the
Company's most recent offering circular and financial statements, pursuant
to Section 4(2) of the Securities Act of 1933, No underwriter was used in
the transaction.
On April 15, 1999, 500,000 shares were sold to officer/director Mahlon
Meier, in exchange for a note in the amount of $125,000, a sophisticated
investor who had access to all corporate information, including the
Company's most recent offering circular and financial statements, pursuant
to Section 4(2) of the Securities Act of 1933, No underwriter was used in
the transaction.
On April 15, 1999, 500,000 shares were sold to officer/director Franklin
Scivally in exchange for a note in the amount of $125,000; a sophisticated
investor who had access to all corporate information, including the
Company's most recent offering circular and financial statements, pursuant
to Section 4(2) of the Securities Act of 1933, No underwriter was used in
the transaction.
On April 15, 1999, 500,000 shares were sold to officer/director Donald
Smallman, in exchange for a note in the amount of $125,000; a sophisticated
investor who had access to all corporate information, including the
Company's most recent offering circular and financial statements, pursuant
to Section 4(2) of the Securities Act of 1933, No underwriter was used in
the transaction.
On May 23, 1999, 50,000 shares were issued to Kenneth Eade, in exchange for
legal services rendered the company; a sophisticated investor who had
access to all corporate information, including the Company's most recent
offering circular and financial statements, pursuant to Section 4(2) of the
Securities Act of 1933, No underwriter was used in the transaction.
On September 28, 1999, the company issued 1,100,000 shares to Farmland
Corporation, a former secured creditor of the company, as a result of the
exercise of an option to convert debt to common stock; a sophisticated
investor who had access to all corporate information, including the
Company's most recent offering circular and financial statements, pursuant
to Section 4(2) of the Securities Act of 1933, No underwriter was used in
the transaction.
On September 28, 1999, the company issued 1,500,000 to L. Hollebrands, a
former secured creditor of the company, as a result of the exercise of an
option to convert debt to common stock; a sophisticated investor who had
access to all corporate information, including the Company's most recent
offering circular and financial statements, pursuant to Section 4(2) of the
Securities Act of 1933, No underwriter was used in the transaction.
On September 28, 1999, the company issued 1,400,000 shares to D.C.S., a
former secured creditor of the company, as a result of the exercise of an
option to convert debt to common stock; a sophisticated investor who had
access to all corporate information, including the Company's most recent
offering circular and financial statements, pursuant to Section 4(2) of the
Securities Act of 1933, No underwriter was used in the transaction.
On September 28, 1999, the Company issued 4,000,000 to George White, a
former officer, a former secured creditor of the company, as a result of the
exercise of an option to convert debt to common stock; a sophisticated
investor who had access to all corporate information, including the
Company's most recent offering circular and financial statements, pursuant
to Section 4(2) of the Securities Act of 1933, No underwriter was used in
the transaction.
On October 6, 1999, the Company issued 3,000,000 shares to Mike Taradash, in
consideration of the agreement to acquire all of the shares of Beverly
Associates, which agreement has been rescinded and the shares returned to
the Company for cancellation. Mr. Tardash is a sophisticated investor who
had access to all corporate information, including the Company's most recent
offering circular and financial statements, pursuant to Section 4(2) of the
Securities Act of 1933, No underwriter was used in the transaction.
On March 5, 2000, the Company issued 750,000 shares to Star Talent
Management, a Company owned by counsel, Kenneth G. Eade, in exchange for
legal services rendered the Company; a sophisticated investor who had
access to all corporate information, including the Company's most recent
offering circular and financial statements, pursuant to Section 4(2) of the
Securities Act of 1933, No underwriter was used in the transaction.
On February 26, 1999, the Company entered into an asset purchase and sale
agreement with a Nevada corporation by the name of Cost Plus Five.com, Inc.,
(the "Nevada corporation"), whereby the Company was to acquire certain
assets of the Nevada corporation, in exchange for 17,000,000 shares of
common stock. The Company issued 6,984,000 shares of the 17,000,000 shares
in furtherance of the agreement. However, it became apparent to the Company
during a due diligence investigation that the Nevada corporation had issued
false and misleading financial statements severely misstating its assets and
liabilities, that its corporate charter had been revoked by the state of
Nevada, and that its nine retail stores virtually had no assets. Therefore,
the Company terminated negotiations. It subsequently, on April 13, 2000,
acquired the proprietary website, "www.costplusfive.com" from its owners,
Frank Scivally, Mahlon Meier, William Barker and Don Smallman, the directors
of the Company, and changed the Company's business direction to that of
Internet computer sales. Out of the 6,984,000 shares issued to consummate
the terminated acquisition agreement, the Company has distributed 500,000 to
Franklin Scivally, 500,000 to Don Smallman, 500,000 to William Barker and
500,000 to Mahlon Meier, in exchange for their respective interests in the
Internet website and domain name, and 3,400,000 restricted shares to Bruce
Dorfman and his related corporate entities, which the Company is currently
seeking to cancel in the above-referenced lawsuit. The Company intends to
seek the cancellation of the remaining 4,984,000 shares.
There have been no other transactions since the beginning of fiscal year
1998, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the
amount involved exceeds $60,000, inclusive of cash and noncash transactions,
and in which any of the officers, or directors, or holders of over 5% of the
Company's stock have or will have any direct or indirect material interest.
The Company does not currently have any policy toward entering into any
future transactions with related parties.
VI. PROPOSAL NUMBER ONE-TO APPROVE THE APPOINTMENT OF ROGER G. CASTRO,
CERTIFIED PUBLIC ACCOUNTANT, AS AUDITOR OF THE COMPANY.
The Company recently discharged its former independent accountant, Julius
Otto, and the Board of Directors replaced him with Roger G. Castro, a
certified public accountant, with offices in the State of California.
VII.PROPOSAL NUMBER TWO CALLS FOR THE ELECTION OF MR. SCIVALLY, MR.
SMALLMAN, DR. DADDIO, MR. RATHER AND MR. HADDOX TO THE COMPANY'S 2000 BOARD OF
DIRECTORS.
VIII. PROPOSAL NUMBER THREE CALLS FOR THE SHAREHOLDERS TO RATIFY AND
APPROVE ANY AND ALL ACTIONS TAKEN BY THE BOARD OF DIRECTORS SINCE THE LAST
MEETING OF THE SHAREHOLDERS.
The Board of Directors has made no recommendations on proposals one, two or
three.
IX. OTHER BUSINESS
No business, other than as set forth herein, is expected to come
before the 2000 Annual Meeting. Should any other matter requiring a vote of
the shareholders arise, including any question related to any adjournment of
the meeting, the persons named in the enclosed Proxy will vote thereon
according to their best judgment and in the best interests of the Company
and its shareholders.
X. SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2001 Annual Meeting of Shareholders must be
received by the Company by April 17, 2000, to be includable in the Company's
Proxy Statement, and related proxy solicitation materials, for the Company's
2001 Annual Meeting of Shareholders for the year ended March 31, 2001.
XI. ANNUAL REPORT TO SHAREHOLDERS: FORM 10-KSB
The Company has not yet filed its Annual Report for the year ended March 31,
2000 on Form 10-KSB. The Company will furnish, without charge, to each
person whose proxy is being solicited, and to any shareholder of the
Company, upon written request of any such person, a copy of the Company's
Annual Report of Form 10-KSB for the year ended March 31, 2000, to be filed
with the Securities and Exchange Commission, including all financial
statements and financial statement schedules thereto. The Company will also
furnish to any such person any exhibit included in the list accompanying the
Form 10-KSB, upon the payment, in advance, of reasonable fees related to the
Company's furnishing such exhibits. Requests for copies of such report,
and/or exhibits, should be directed to Mr. Franklin Scivally, Chief
Executive Officer, at the Company's principal executive offices.
BY ORDER OF THE BOARD OF DIRECTORS,
Franklin Scivally
Chief Executive Officer
Las Vegas, Nevada, May 8, 2000
Exhibit 1.
Proxy Card
PROXY
The undersigned shareholder of ComputerXpress, Inc. (The "Company") hereby
appoints Frank R.Scivally or, failing him, Donald R. Smallman, or, failing
both of them, ___________________, as proxy holder of the undersigned to
attend the annual general meeting of the Company to be held on May 12, 2000
and any adjournment thereof with authority to act and vote therat for an on
behalf of the undersigned and directs the proxy holder to vote the common
shares held by the undersigned in respect of the matters indicated below as
follows:
1. To appoint Roger Castro, Certified Public Accountant, as auditor of the
Company.
FOR_______AGAINST_______
2. To elect as director
FOR_______AGAINST_______
Frank R. Scivally _______
Donald R. Smallman_______
Robert Daddio, DDS_______
James L. Rather, Esq._______
John Haddox ________
3. To ratify and approve any and all actions taken by the Board of
Directors of the Company since the last meeting of the shareholders.
FOR_______AGAINST_______
If this proxy is not dates it will be deemed to bear the date on which it
was mailed.
Executed this ____day of May, 2000.
___________________________________________
Name of Shareholder Signature of Shareholder
___________________________________________
Address (if different from above)Signature of Shareholder
