<PAGE> 1
Definitive Information Statement
Dated: September 28, 2000
Dynamic Information System and eXchange, Inc.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 19, 2000
TO THE SHAREHOLDERS OF DYNAMIC INFORMATION SYSTEM AND EXCHANGE, INC.:
A special meeting of the shareholders (the "Special Meeting") of Dynamic
Information System and eXchange, Inc. (the "Company"), will be held at the
Cedar Room of the Marriott Provo Hotel, located at 101 West 100 North, Provo,
Utah 84601, on October 19, 2000, at 7:00 p.m., Mountain Daylight Time, to:
1. Elect three directors to serve until the expiration of their
respective terms and until their respective successors are elected and
qualified;
2. Approve a change to the Bylaws to permit action without notice or a
shareholders' meeting if consents in writing are obtained from shareholders
having enough votes to approve the action;
3. Approve a change of domicile merger to effect a move from Utah to
Nevada;
4. Approve a name change amendment to change the name of the Company to
Career Worth, Inc.;
5. Consider and act upon the ratification of the appointment of HJ &
Associates, LLC, as independent public accountants; and
6. Transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ABOVE
PROPOSALS WHICH ARE DESCRIBED IN MORE DETAIL IN THE ACCOMPANYING INFORMATION
STATEMENT.
ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON SEPTEMBER 28,
2000 (THE "RECORD DATE"), ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE SPECIAL
MEETING. MEMBERS OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS WHO, COLLECTIVELY
HOLD IN EXCESS OF 50% OF THE COMPANY'S ISSUED AND OUTSTANDING SHARES HAVE
INDICATED THEIR INTENTION TO VOTE IN FAVOR OF THE PROPOSALS. AS A RESULT, THE
PROPOSALS WILL BE APPROVED WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER
SHAREHOLDER. ALTHOUGH MANAGEMENT IS NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY, SHAREHOLDERS MAY BE PRESENT AT THE SPECIAL
MEETING AND VOTE THEIR SHARES IN PERSON OR BY PROXY. MANAGEMENT DOES,
HOWEVER, ENCOURAGE ALL SHAREHOLDERS TO ATTEND THE SPECIAL MEETING IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
Larry B. Heaps, President
Orem, Utah
September 28, 2000
<PAGE>
<PAGE> 2
Dynamic Information System and eXchange, Inc.
385 East 800 South
Orem, Utah 84097-6387
INFORMATION STATEMENT
This Information Statement is furnished to shareholders of the Company in
connection with a Special Meeting to be held at the Cedar Room of the Marriott
Provo Hotel, located at 101 West 100 North, Provo, Utah 84601, on October 19,
2000, at 7:00 p.m., Mountain Daylight Time, to:
1. Elect three directors to serve until the expiration of their
respective terms and until their respective successors are elected and
qualified;
2. Change the Bylaws to permit action without notice or a shareholders'
meeting if consents in writing are obtained from shareholders having enough
votes to approve the action;
3. Approve a change of domicile merger to effect a move from Utah to
Nevada;
4. Approve a name change amendment to change the name of the Company to
Career Worth, Inc.;
5. Consider and act upon the ratification of the appointment of HJ &
Associates, LLC, as independent public accountants; and
6. Transact such other business as may properly come before the Special
Meeting or any adjournment thereof.
MANAGEMENT IS NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY, HOWEVER SHAREHOLDERS MAY BE PRESENT AT THE SPECIAL MEETING AND VOTE
THEIR SHARES IN PERSON OR BY PROXY. MANAGEMENT ENCOURAGES ALL SHAREHOLDERS TO
ATTEND THE SPECIAL MEETING IN PERSON. THIS INFORMATION STATEMENT IS BEING
MAILED ON OR ABOUT SEPTEMBER 29, 2000 TO ALL SHAREHOLDERS ENTITLED TO VOTE AT
THE SPECIAL MEETING.
Only holders of record of the 31,919,279 shares of Common Stock
outstanding as of the Record Date are entitled to vote at the Special Meeting.
Each shareholder has the right to one vote for each share of Common Stock
owned. Cumulative voting is not provided for. Holders of more than 50% of
the 31,919,279 shares of Common Stock outstanding must be represented at the
Special Meeting to constitute a quorum for conducting business. Approval of
the proposals discussed above requires the affirmative vote of a majority of
issued and outstanding shares of Common Stock.
The Company's officers, directors, and principal shareholders owning or
controlling, in the aggregate, greater than 50% of the issued and outstanding
shares of Common Stock on the Record Date have indicated their intention to
vote in favor of the proposals. Accordingly, the proposals will be approved
without the affirmative vote of any other shares.
<PAGE>
<PAGE> 3
PROPOSAL NO. 1
ELECTION OF BOARD OF DIRECTORS
The names of the Company's current executive officers and directors and
the positions held by each of them are set forth below:
Name Age Position Director or Officer Since
---- ---- -------- -------------------------
Larry D. Heaps 51 President, Director October 1993
Curtis T. Johnson 50 Director, CEO October 1993 (1)
Troy L. Corriveau 50 Director, COO February 2000 (2)
-------------------------
(1) Mr. Johnson was named CEO in January 2000.
(2) Mr. Corriveau was appointed COO in February and Director in April 2000.
The Company's officers and directors have served in such positions since
the dates indicated above. The following persons have been nominated for
election as directors of the Company: Larry D. Heaps, Curtis T. Johnson and
Troy L. Corriveau. Certain biographical information with respect to such
persons is set forth below. Each director, if elected by the shareholders,
will serve until the next annual meeting and until his or her successor is
duly elected and qualified. Vacancies on the board during the year may be
filled by the majority vote of the directors in office at the time of the
vacancy without further action by the stockholders.
The Company has no standing audit committee, no nominating committee for
directors, or other appointed or elected committees. The board of directors
does have regularly scheduled meetings, and has held four meetings during the
past twelve months at which all the members of the board have been present.
Biographical Information on Nominees
------------------------------------
Larry D. Heaps has extensive experience in operations and manufacturing
management. Mr. Heaps has served as President of the Company since 1993.
From 1989 to 1993, as an independent operations consultant, Mr. Heaps
successfully worked with a number of clients in establishing improved
manufacturing and operational procedures. From 1972 to 1983, as Executive VP
and General Manager of a successful children's clothing manufacturing
operation, Larry managed operations that included hundreds of employees,
thousands of customer accounts, overseas exports and innovative receivables
financing. Educated at Brigham Young University, in 1972, Mr. Heaps received a
Bachelor of Science in Business Management with an emphasis in Marketing.
Curtis T. Johnson became CEO of the Company on January 1, 2000. He most
recently worked as a Senior Marketing Manager from 1998 to 1999 for Intel.
From 1993 to 1998, Mr. Johnson worked for the Company. From 1989 to 1993, he
spent four years with Novell, Inc. as Product Line Manager and Senior
Marketing Manager in Sales/Marketing. He managed a major product line from
early specification through availability in the marketplace. His
responsibilities included establishing and maintaining OEM relationships with
major high technology vendors as well as creating and managing programs
relating to Novell's major customers. From 1974 to 1980, Mr. Johnson's
background also includes corporate responsibilities with Digital Equipment
Corporation and from 1980 to 1989 with Wang Laboratories. He filled a variety
of roles including technology development, sales, marketing and management.
Troy L. Corriveau was appointed Chief Operating Officer of the Company in
February 2000 and a Director of the Company in April 2000. Prior to this
appointment, he was the Vice President of Marketing/Corporate Planning for
topjobs.net inc from January 1999 - 2000. From July 1997 to December 1998,
<PAGE>
<PAGE> 4
Mr. Corriveau was involved with entrepreneurial activities, mainly real estate
investments. During the period of July 1994 to July 1997, he served as the
President of the Thailand Bangkok Mission for the Church of Jesus Christ of
Latter-day Saints. Besides working with the missionary endeavors of 300
missionaries in Thailand and Cambodia, he also helped to initiate, organize
and manage the humanitarian projects of the Church in Thailand, Cambodia,
Burma and Laos. He has been involved in the creation and management of
several service related businesses over the past 2 1/2 decades. Mr. Corriveau
received his Doctor of Chiropractic degree from Palmer College of Chiropractic
in 1974 and his BA degree from the University of the State of New York in
1991.
Vote Required
Election of the proposed slate of nominees requires the approval of a
majority of the Shares present, in person or represented by proxy, and
entitled to vote at the Special Meeting. Members of management and other
principal shareholders holding or controlling the vote of in excess of fifty
percent (50%) of the issued and outstanding Shares entitled to vote at the
Special Meeting have indicated their intention to vote "FOR" all of the
nominees. The board of directors unanimously recommends a vote "FOR" all of
the nominees.
PROPOSAL NO. 2
CHANGE THE BYLAWS TO PERMIT ACTION WITHOUT SHAREHOLDERS' MEETING
The current bylaws of the Company permit actions without a shareholders'
meeting if written consent of all the shareholders entitled to vote on such
action is obtained by the Company. Since the adoption of this provision, most
states have changed the statutory requirements for actions without
shareholder's meetings to permit approval of actions by written consent
obtained from that number of shareholders entitled to vote on a matter, in
most instances a simple majority.
The board of directors and management believe it would be in the best
interests of the Company to be able to effect certain actions by written
consent of a majority of shareholders which would otherwise require the delays
and expenses for information preparation, notice and delivery associated with
a shareholders' meeting. Therefore, the board is recommending to the
shareholders a change in the bylaws as follows:
Current provision
-----------------
ARTICLE II - 11 - INFORMAL ACTION BY STOCKHOLDERS
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
Proposed change
---------------
ARTICLE II - 11 - INFORMAL ACTION BY STOCKHOLDERS
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by at least a
majority of the shareholders entitled to vote with respect to the subject
matter thereof.
<PAGE>
<PAGE> 5
Vote Required
Changing the Bylaws requires the approval of a majority of the Shares
present, in person or represented by proxy, and entitled to vote at the
Special Meeting. Members of management and other principal shareholders
holding or controlling the vote of in excess of fifty percent (50%) of the
issued and outstanding Shares entitled to vote at the Special Meeting have
indicated their intention to vote "FOR" the change of bylaws. The board of
directors unanimously recommends a vote "FOR" the change.
PROPOSAL NO. 3
APPROVE A CHANGE OF DOMICILE MERGER FROM UTAH TO NEVADA
The Board of Directors and management have determined that it may be more
advantageous to the Company to be domiciled in Nevada than Utah. Certain
potential business partners and investors appear to believe that there are
negative connotations associated with small or so-called "penny stock"
companies domiciled in Utah. The Company has made and is continuing to make
an effort to disassociate itself from the penny stock arena, and feels that
the change of domicile would make approaches to potential business partners
and investors easier.
In addition, over the years, the state of Nevada, through legislative
action, has developed a comprehensive and flexible body of corporate law that
is responsive to the needs of modern business. Many of the largest and most
successful corporations in the United States have either chosen Nevada as
their initial state of incorporation or reincorporated there. The large
number of corporations seeking incorporation in the state of Nevada, has
caused Nevada's legislative, executive, and judicial branches to take
affirmative steps to encourage corporations to establish themselves in the
state of Nevada. The Company's board of directors feels that the advantages
offered by the corporate laws of Nevada will make the Company a more
manageable corporation for effecting its business activities.
Effect of Reincorporation
The articles of incorporation of the Nevada Corporation will be the
governing instrument following the merger with the Company. Set forth below
is a discussion of some of the effects of the reincorporation of the Company
in the state of Nevada that management believes to be material. In most other
respects, the articles of incorporation of the Nevada Corporation will be
essentially the same as the Company's present articles of incorporation. The
summary of the provisions of the new articles of incorporation and changes to
the existing articles of incorporation of the Company set forth below is not
intended to be complete and is qualified in its entirety by the provisions of
the articles of incorporation. A copy of the current articles of
incorporation, as well as a copy of the articles of incorporation of the
Nevada corporation, may be obtained by a written request addressed to the
Company.
Change in Bylaws
In connection with the reincorporation of the Company in the state of
Nevada, the bylaws of the Nevada Corporation will become the bylaws of the
Company and will thereafter govern the corporate affairs of the Company.
There are no material differences between the bylaws of the Company and the
bylaws of the Nevada Corporation, other than the proposed change to Article
II, Section 11, as outlined under PROPOSAL NO. 2 above. Copies of the current
bylaws and the proposed bylaws may be obtained by written request addressed to
the Company.
<PAGE>
<PAGE> 6
Corporate Laws of Nevada
The Nevada General Corporation Law differences from the Utah Corporation
Code in certain respects in addition to those otherwise set forth above. It
is impractical to state all such differences, but the changes which management
of the Company deems to be material are set forth below:
(1) Under Nevada law, proxies are valid for six months unless otherwise
provided in the proxy; Utah law provides that proxies may not be valid for
longer than 11 months unless otherwise provided in the proxy.
(2) Under Nevada law, only one director is required to be on the board of
directors; Utah law provides that there must be a minimum of three directors
unless there are fewer than three shareholders.
(3) Under Nevada law, shareholders of a corporation have appraisal rights in
cases of merger or consolidations, but do not have such rights with respect to
a sale of all or substantially all of the assets of a corporation. Under Utah
law, shareholders of a corporation have the right of appraisal in cases of
mergers, consolidations, and the sale or mortgage of all or substantially all
of the assets of the corporation other than in the ordinary course of
business.
(4) In Utah, shareholder approval is required prior to the mortgage of all or
substantially all of the assets of a corporation, but such approval is not
required in Nevada.
(5) Nevada law permits acquisitions by a merger without shareholder vote
where the Nevada corporation survives, does not change its charter, and does
not issue an amount of stock greater than the number of shares equal to 20% of
the series of shares outstanding before the merger. Under Utah law, a
shareholder vote is required in such cases.
(6) Nevada law authorizes corporations to adopt provisions in their
certificate of incorporation to limit the liability of a director for damages
for breach of his or her fiduciary duty, except for breaches for acts or
omissions involving intentional misconduct, knowing violations of law or fraud
or for the payment of unlawful dividends. Utah has a similar statute which
permits the limitation of money damages for breach of a director's fiduciary
duty, except for breaches involving transaction from which the director
derived an improper personal benefit or for intentional infliction of harm on
the Company or for improper payment of dividends.
(7) Nevada law provides for appraisal rights for shareholder dissenting from
only a merger or consolidation which requires the vote of shareholders;
provided, that no appraisal rights are available to holders of a class or
series of stock that is listed on a national securities exchange or that is
held of record by more than 2,000 shareholders. Utah law provides appraisal
rights for any shareholder who dissents from a merger, consolidation, or sale
or exchange of all or substantially all of a corporation's assets; provided,
that no appraisal rights are available to holders of a class or series of
stock that is listed on a national securities exchange or that is held of
record by more than 2,000 shareholders.
(8) Nevada and Utah law provide for limitations on the ability of the Company
to engage in acts with interested parties or to issue control shares. Both
statutes provide a provision for opting out of such requirements. The Company
Nevada articles of incorporation will opt out of such requirements involving
transactions with interested shareholders or the purchase of control shares.
<PAGE>
<PAGE> 7
Other than the above summarized items, the change of domicile would not
have an effect on shareholder rights or privileges, but would be accomplished
through a share for share exchange, replacing each share of issued and
outstanding stock in the Utah corporation with a share of stock in the Nevada
corporation. The number of shares of the new Nevada corporation issued and
outstanding following the change of domicile would be the same as the number
of shares of the Company issued and outstanding immediately prior to the
change of domicile.
Vote Required
The change of domicile merger requires the approval of a majority of the
Shares present, in person or represented by proxy, and entitled to vote at the
Special Meeting. Members of management and other principal shareholders
holding or controlling the vote of in excess of fifty percent (50%) of the
issued and outstanding Shares entitled to vote at the Special Meeting have
indicated their intention to vote "FOR" the change of domicile merger. The
board of directors unanimously recommends a vote "FOR" the change of domicile.
PROPOSAL NO. 4
APPROVE A NAME CHANGE TO CAREER WORTH, INC.
The board of directors believes that it is in the best interest of the
Company to change its name to more accurately reflect its business operations
and position in the market place. It has determined that the name "Career
Worth, Inc.", is available in both Utah and Nevada. In anticipation of the
approval of the change of domicile merger outlined in Proposal No. 3 above,
the Company is preparing to incorporate under the name Career Worth, Inc., in
the state of Nevada and proposes to adopt the new name as part of the change
of domicile.
Vote Required
The name change in connection with the change of domicile merger requires
the approval of a majority of the Shares present, in person or represented by
proxy, and entitled to vote at the Special Meeting. Members of management and
other principal shareholders holding or controlling the vote of in excess of
fifty percent (50%) of the issued and outstanding Shares entitled to vote at
the Special Meeting have indicated their intention to vote "FOR" the name
change. The board of directors unanimously recommends a vote "FOR" the name
change.
<PAGE>
<PAGE> 8
PROPOSAL NO. 5
RATIFY THE SELECTION OF JONES JENSEN AND COMPANY AS INDEPENDENT AUDITORS
The Board of Directors has selected HJ & Associates, LLC (formerly Jones
Jensen and Company) as independent auditors for the fiscal year ending
December 31, 2000. To the knowledge of the Company, at no time has HJ &
Associates had any direct or indirect financial interest in or any connection
with the Company other than as independent public accountants. It is not
anticipated that representatives of HJ & Associates will be present at the
Special Meeting.
Vote Required
-------------
The affirmative vote of the majority of the Company's issued and
outstanding shares of common stock is required to ratify the selection of HJ &
Associates as independent auditors. The affirmative vote of such majority is
assured in that members of management and other principal shareholders holding
or controlling the vote of in excess of fifty percent (50%) of the issued and
outstanding Shares entitled to vote at the Special Meeting have indicated
their intention to vote "FOR" the ratification. The board of directors
unanimously recommends a vote "FOR" the selection.
<PAGE>
<PAGE> 9
EXECUTIVE COMPENSATION
The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's chief executive officer and each of its other
executive officers that received compensation in excess of $100,000 during
such period (as determined at December 31, 1999, the end of the Company's last
completed fiscal year):
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Other
Annual Restricted All Other
Name & Principal Compen- Stock Options/ LTIP Compensa-
Position Year Salary($) Bonus($) sation($) Award($) SARS(#) Payout($) tion($)
---------------- ---- --------- -------- --------- -------- ------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Eric E. Marchant 1999 $ 8,750 - - $55,000 - - -
CEO & Chairman 1998 $ 96,000 - - - - - -
1997 $ 75,000 - $ 112,500(1) - - - -
Larry D. Heaps 1999 $ 60,167 - - $82,500 - - -
President & Director 1998 $ 96,000 - - - - - -
1997 $ 75,000 - $112,500(1) - - - -
Curtis T. Johnson 1999 $ - - $ 1,000 - - - -
Director 1998 $ 5,750 - - - - - -
(President 1994-96) 1997 $ 75,000 - $ 112,500(1) - - - -
(1) These officers received restricted stock for accrued salaries.
</TABLE>
463:
Employment Agreements and Benefits
----------------------------------
On April 6, 1999, the Company entered into an Employment Agreement with
J. Robert Walz for the salary of $84,000.00 per year, subject to discretionary
increase pursuant to an annual review by the board of directors. The
agreement includes a signing bonus of fifty thousand (50,000) shares of the
Company's common stock. The agreement also includes provisions for a bonus
payment upon the anniversary date of signing based upon a determination of the
board of directors.
On January 10, 2000, the Company entered into a three-year Employment
Agreement with Larry D. Heaps for the salary of $120,000.00 per year, subject
to discretionary increase pursuant to a semi-annual review by the board of
directors.
On January 10, 2000, the Company entered into a three-year Employment
Agreement with Curtis T. Johnson for the salary of $120,000.00 per year,
subject to discretionary increase pursuant to a semi-annual review by the
board of directors.
On February 1, 2000, the Company entered into an annually renewable
Employment Agreement with Troy Corriveau for the salary of $90,000.00 per
year, subject to discretionary increase pursuant to a semi-annual review by
the board of directors.
<PAGE>
<PAGE> 10
All other employee agreements with the Company are at will. As a
condition to employment, all the Company's managers and key personnel are
required to sign a non-disclosure and non-competition agreement.
Compensation of Directors
-------------------------
The Company's directors receive no payments for attendance at meetings.
Board members may be reimbursed for all reasonable out-of-pocket expenses
incurred by them in conjunction with their attendance at board meetings.
Resignation of Officer and Director
-----------------------------------
Effective 24 November 1999, Eric E. Marchant tendered his resignation as
CEO and Chairman of the board of directors of the Company.
<PAGE>
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 14, 2000, the name and the
number of shares of the Company's Common Stock, par value $0.001 per share,
held of record or beneficially, more than 5% of the 31,919,279 issued and
outstanding shares of the Company's Common Stock, and the name and
shareholdings of each director and of all officers and directors as a group.
Security Ownership of Certain Beneficial Shareholders
----------------------
Title
of Name and Address Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class
----- ---------------- -------------------- ----------
Common Larry D. Heaps 2,025,000 Direct 7.0%
743 South 670 East 200,000 Indirect (1)
Orem, Utah 84097
Common Curtis T. Johnson 1,979,999 Direct 6.2%
1133 East 2570 North
Provo, Utah 84604
Common Craig Morrison 2,874,861 Direct 9.0%
3771 Riverwood Drive
Provo, Utah 84604
Officers and Directors
----------------------
Title
of Name and Address Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class
----- ---------------- -------------------- ----------
Common Larry D. Heaps -see above-
Common Curtis T. Johnson -see above
Common Troy L. Corriveau
1055 North Warmsprings Rd 1,291,692 Direct 4.2%
Midway, Utah 84041 40,000 Indirect (2)
All Officers/Directors 5,296,691 Direct 16.6%
as a Group (3 Persons) 240,000 Indirect 0.8%
--------- -----
Total Beneficial Ownership 5,536,691 17.4%
(1) Represents shares held of record by the Heaps Family Trust, an entity
controlled by DeLynn Heaps, of which Larry Heaps is a beneficiary.
(2) Represents shares held by Lynn and Courtney Corriveau, the spouse and
minor daughter, respectively, of Troy Corriveau.
<PAGE>
<PAGE> 12
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Transactions with Management and Others
---------------------------------------
Except as indicated below, and for the periods indicated, there were no
material transactions, or series or similar transactions, or series of similar
transactions, since the beginning of the Company's last fiscal year, 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, or in which any director or executive officer, or any security holder
who is known to the Company to own of record or beneficially more than 5% or
any class of the Company's common stock, or any member of the immediate family
of any of the foregoing persons, has an interest.
During 1999, the Company issued restricted common stock to the following
affiliates: Larry D. Heaps was issued 350,000 shares of restricted common
stock for prior year accrued salary, wages, and services rendered; Eric E.
Marchant was issued 350,000 shares of restricted common stock for prior year
accrued salary, wages, and services rendered, and Robert Walz was issued
92,000 shares of restricted stock for services rendered.
Certain Business Relationships
------------------------------
Except as indicated below, and for the periods indicated, there were no
material relationships regarding directors that exist, or have existed during
the Company's last fiscal year.
Indebtedness of Management
--------------------------
Except as indicated below, and for the periods indicated, there were no
material transaction, or series of similar transactions, or series of similar
transactions, since the beginning of the Company's last fiscal year, 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 and in which any director or executive officer, or any security holder
who is known to the Company to own of record or beneficially more than 5% of
any class of the Company's common stock, or any member of the immediate family
of any of the foregoing persons, has an interest.
Transactions with Promoters
---------------------------
None.
<PAGE>
<PAGE> 13
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
HJ & Associates, LLC, (formerly Jones Jensen and Company) have been the
independent certified public accountant who have examined the Company's
financial statements for the fiscal year ended December 31, 1999.
The Company's Board of Directors does not anticipate that a
representative of HJ & Associates will be present at the Meeting.
SHAREHOLDER PROPOSALS
No proposals have been submitted by shareholders of the Company for
consideration at the Special Meeting. It is anticipated that the next annual
meeting of shareholders will be held during May 2001. Shareholders may present
proposals for inclusion in the Information Statement to be mailed in
connection with the next annual meeting of shareholders of the Company,
provided such proposals are received by the Company no later than 90 days
prior to such meeting, and are otherwise in compliance with applicable laws
and regulations and the governing provisions of the articles of incorporation
and bylaws of the Company.
LEGAL MATTERS
None.
OTHER MATTERS
Management does not know of any business other than referred to in the
Notice which may be considered at the meeting. If any other matters should
properly come before the Special Meeting, such matters will be properly
addressed and resolved and those in attendance will vote on such matters in
accordance with their best judgment.
Dynamic Information System and eXchange, Inc.
By order of the Board of Directors
/S/ Larry D. Heaps, President
Orem, Utah
September 28, 2000
