CMEE - another wannabe / soon to be ) KEATING SHELL
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant /_/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/_/ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/_/ Definitive Proxy Statement
/_/ Definitive Additional Materials
/_/ Soliciting Material Under ss. 240.14a-12
CYBER MERCHANTS EXCHANGE, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/_/ No fee required
/_/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/_/ Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------
/X/ Fee paid previously by written 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: $85.00
------------------------------------------------
2) Form Schedule or Registration Statement No.: FORM 14 A
---------------------------
3) Filing Party: CYBER MERCHANTS EXCHANGE, INC.
----------------------------------------------------------
4) Date Filed: NOVEMBER 19, 2004
------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 16, 2005
--------------------------------------------------------------------------------
April 8, 2005
TO OUR SHAREHOLDERS:
I am pleased to invite you to attend the Annual Meeting of Shareholders of Cyber
Merchants Exchange, Inc. as detailed below:
DATE AND TIME May 16, 2005 at 5 p.m.
PLACE Cyber Merchants Exchange
4349 Baldwin Ave., Unit A
El Monte, CA. 91731
ITEMS OF BUSINESS
I. To approve a one for eight and one-half reverse stock
split of the Company stock;
II. To approve the transfer of all of the assets and
liabilities of the Company to ASAP Show Inc., a wholly
owned subsidiary of the Company;
III. To approve the distribution of 8,500,000 shares of
common stock of ASAP Show Inc., representing all of the
outstanding shares of ASAP Show Inc., to the
shareholders of the Company on a pro rata basis;
IV. To approve the sale of 7,000,000 shares of common stock
of the Company for $425,000 to Keating Reverse Merger
Fund LLC;
V. To transact such other business as may properly come
before the meeting or any adjournment thereof.
RECORD DATE Only shareholders of record at the close of
business on March 25, 2005, the record date for the
meeting, are entitled to receive notice of and to vote
at the Annual Meeting or any adjournments thereof.
VOTING BY PROXY To assure your representation at the meeting, you are
urged to vote your shares by designating your proxies
as promptly as possible.
All of the Company's shareholders are invited to attend the Annual
Meeting. YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED
ENVELOPE PROVIDED WITH THIS NOTICE OR FAX IT TO (626) 636-2536. NO ADDITIONAL
POSTAGE IS REQUIRED IF THE PROXY CARD IS MAILED IN THE UNITED STATES. IF YOU
ATTEND THE ANNUAL MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON IF YOU
WISH.
By Order of the Board of Directors,
/s/ Luz Jimenez
-------------------------------------
Luz Jimenez
SECRETARY
AI
