AMENDMENT NO. 1 TO 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.1)
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 Filing Proxy Statement if other than 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
[CAPTION]
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.com, 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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[CAPTION]
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 former independent accountant for the fiscal year most
recently completed was Julius Otto, who has resigned. The Board
of Directors appointed a new independent accountant, Roger G.
Castro on April 11, 2000, subject to ratification by the
shareholders. Mr. Castro is proposed to be the accountant for
the current fiscal year, and to re-audit financial reports for
the previous two fiscal years.
Representatives from Mr. Castro and Mr. Otto are not expected to
be present at the annual meeting, and will, therefore, not be
available to make a statement or respond to appropriate questions
of shareholders.
The former accountant, Julius Otto, resigned in Janaury, 2000,
citing delays of the Company in providing him financial
information as the reason for his resignation. The Board of
Directors appointed Mr. Castro as the new independnet accountant.
There were no disagreements with the former accountant on any
matter of accounting principle, or practice, financial statements
disclosure or auditing scope or procedure. The former accountant
has indicated his agreement with the statements made by the
Company concerning the change in the Company's independent
accountant. The Company has fully authorized the former
accountant to respond fully to the inquiries of the successor
accountant concerning all of the Company's financial reports and
audits. The new accountant, Roger G. Castro, was engaged on April
11, 2000.
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
[CAPTION]
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
