UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14C
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 14, 2003
Cyberexcellence, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation or organization)
232466 10 2 88-0356200
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(CUSIP Number) (IRS Employer Identification Number)
c/o, Monty LeBlanc, President
4760 Winchester Court
Park City, Utah 84098
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(Address of principal executive offices)
(435) 901-9013
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(Registrant's telephone number, including area code)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14c-5(d)(2)
[ ] Definitive Information Statement
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CYBEREXCELLENCE, INC.
(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 0
4) Proposed maximum aggregate value of transaction: 0
5) Total fee paid: $125.00
[ ] 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 No.:
3) Filing Party:
4) Date Filed
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CYBEREXCELLENCE, INC.
4760 Winchester Court
Park City, Utah 84098
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
taken on April 14, 2001
To the Stockholders of Cyberexcellence, Inc.:
Notice is hereby given that upon Written Consent by the holders of a majority of
the outstanding shares of common stock of Cyberexcellence, Inc. (the "Company"),
to amend its Articles of Incorporation to change the name of the Company to "
FunnelCLOUD, Inc.," and to file such an amendment with the State of Nevada. The
change will be effective on final effectiveness of this filing and is expected
to be on or about April 15, 2003
Only stockholders of record at the close of business on April 14, 2003 shall be
given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ Monty LeBlanc
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Monty LeBlanc, President and Director
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This information statement is being furnished to all holders of the common stock
of the Company in connection with the Action by Written Consent to amend the
Company's Articles of Incorporation.
ITEM 1.
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INFORMATION STATEMENT
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This information statement is being furnished to all holders of the common stock
of Cyberexcellence, Inc., a Nevada Corporation ("Cyberexcellence"), in
connection with resolutions of the Board of Directors and the written consent of
stockholders of in excess of 72% of the common stock of Cyberexcellence
providing for an amendment to Cyberexcellence's Articles of Incorporation to
change the name of the Company to "FunnelCLOUD, Inc." This action is being taken
to facilitate and reflect the business operations of the Company.
The Board of Directors and a person owning the majority of the outstanding
voting securities of Cyberexcellence have unanimously adopted, ratified and
approved the resolution to effect the change in name. No other votes are
required or necessary. See the caption "Vote Required for Approval," below. The
Amendment will be filed and is expected to become effective on or about April
15, 2003.
The Form 10-KSB filed by Cyberexcellence with the Securities and Exchange
Commission may be viewed on the Securities and Exchange Commission's web site at
www.sec.gov in the Edgar Archives. Cyberexcellence is presently "current" in the
filing of all reports required to be filed by it. See the caption "Additional
Information," below.
DISSENTER'S RIGHTS OF APPRAISAL
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The Nevada Revised Statutes ("the Nevada Law") do not provide for dissenter's
rights of appraisal in connection with the name change.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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The Board of Directors has fixed the close of business on April 14, 2003 as the
record date for the determination of the common shareholders entitled to notice
of proposed action by written consent.
At the record date, the Company had outstanding 13,742,340 shares of $0.001 par
value common stock. The Company's president and principal shareholder, Monte
LeBlanc, owns or controls in the aggregate greater than 72% of the issued and
outstanding shares of Common Stock on the Record Date, Monte LeBlanc has signed
a consent to the taking of this action. This consent will be sufficient, without
any further action, to provide the necessary stockholder approval of the action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS
AND FIVE PERCENT STOCKHOLDERS
The following table sets forth information about the beneficial ownership of the
Company's Common Stock, (no shares of preferred stock are outstanding) as of
April 14, 2001 by (I) each person who is known by the Company to own
beneficially more than five percent (5%) of the outstanding shares of Common
Stock; (ii) each of the Company's named Executive Officers and Directors; and
(iii) all Directors and Executive Officers as a group:
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Name and Address of Beneficial Amount and Nature of
Title of Class Ownership Beneficial Ownership Percent of Class
-------------- ------------------------------ --------------------- ----------------
Common Stock Monte LeBlanc
4760 Winchester Court 9,945,340 72.4%
Park City, Utah 84098
Common Stock F. Briton McConkie 1,082,000 7.8%
10226 N. Oak Creek Lane
Highland, Utah 84003
Common Stock Stephen R. Fey 1,086,000 7.9%
10226 N. Oak Creek Lane
Highland, Utah 84003
Common Stock All Officers and Directors, as a Group 9,945,340 72.4%
VOTE REQUIRED FOR APPROVAL
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Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada Corporation.
This includes the amendments discussed herein. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation are
set forth in Section 78.390. Section 78.390 provides that proposed amendments
must first be adopted by the Board of Directors and then submitted to
shareholders for their consideration at an annual or special meeting and must be
approved by a majority of the outstanding voting securities.
Section 78.320 of the Nevada Revised Statutes provides that any action required
to be taken at a special or annual meeting of the stockholders of a Nevada
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders owning at least a majority of the voting
power.
The Board of Directors of Cyberexcellence, Inc. and a person owning and having
voting power in excess of 50% of the outstanding voting securities of
Cyberexcellence have adopted, ratified and approved the change in the name of
Cyberexcellence.(see the heading "Voting Securities and Principal Holders
Thereof" above). No further votes are required or necessary to effect the
proposed amendment.
The securities that would have been entitled to vote if a meeting was required
to be held to amend the Company's Articles of Incorporation consist of
13,742,340 shares of issued and outstanding shares of the Company's $0.001 par
value common voting stock outstanding on April 14, 2003, the record date for
determining shareholders who would have been entitled to notice of and to vote
on the proposed amendment to Cyberexcellence's Articles of Incorporation.
ITEM 2.
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STATEMENT THAT PROXIES ARE NOT SOLICITED
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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
ITEM 3.
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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director, executive officer or
nominee or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the proposed amendment to Cyberexcellence's
Articles of Incorporation or in any action covered by the related resolutions
adopted by the Board of Directors, which is not shared by all other
stockholders.
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ADDITIONAL INFORMATION
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Additional information concerning Cyberexcellence, including its Form 10-KSB
statement, which has been filed with the Securities and Exchange Commission, may
be accessed through the EDGAR archives, at www.sec.gov and is incorporated
herein by reference.
Dated: April 14, 2003
By Order of the Board of Directors
/s/ Monte LeBlanc
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Monte LeBlanc, President & Director
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Exhibit "A"
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
CYBEREXCELLENCE, INC.
Pursuant to Section 78.320 of the Nevada Revised Statutes, the undersigned
persons, desiring to amend the Articles of Incorporation of Cyberexcellence,
Inc., under the laws of the State of Nevada, do hereby sign, verify, and deliver
to the Office of the Secretary of State of the State of Nevada this Amendment to
the Articles of Incorporation for the above-named company (hereinafter referred
to as the "Corporation"):
Pursuant to the provisions of Section 78.320, the amendment contained
herein was duly approved and adopted by a majority of shareholders and by the
board of directors of the Company.
FIRST: The Articles of Incorporation of the Corporation were first
filed and approved by the Office of the Secretary of State of the State of
Nevada on February 15, 1996
SECOND: The following amendment to change the name of the Corporation
to FunnelCLOUD, Inc., was adopted by 9,945,340 shares, or 72.4 %, of the
13,742,340 issued and outstanding shares of common stock entitled to approve
such amendment.
THIRD: Article First of the Articles of Incorporation of the
Corporation is amended and stated in its entirety to read as follows:
"FIRST: The name of the Company shall be FunnelCLOUD, Inc.
DATED this 15th day of April, 2003.
/s/ Monte LeBlanc
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Monte LeBlanc, President, and Director
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