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Dial Thru International Corp · DEFR14A · On 3/5/97

Filed On 3/5/97 · SEC File 0-22636 · Accession Number 913659-97-3

  As Of               Filer                 Filing     On/For/As Docs:Pgs

 3/05/97  Dial Thru International Corp      DEFR14A                1:20

Revised Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Solicitation Material        20     86K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Compensation Committee Report
1	1st Page
15	Compensation Committee Report

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Sponsored Ads...

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 Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))

[X] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11 (c) or Rule
14a-12

CANMAX 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):

[X] No fee required.

[ ] Fee computed on the 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:

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(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:

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[Company Letterhead]
February 28, 1997

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of
Canmax Inc. which will be held at the Summerfield Suites Hotel, 5901
North MacArthur Boulevard, Irving, Texas 75039, on Monday, April 21,
1997 at 2:00 p.m., Central Time. I look forward to meeting as many of
our shareholders as possible.

Details of the business to be conducted at the annual meeting are given
in the attached Notice of Annual Meeting and Proxy Statement.

Whether or not you attend the annual meeting, it is important that your
shares be represented and voted at the meeting. Therefore, I urge you to
sign, date and promptly return the enclosed proxy. If you decide to
attend the annual meeting and vote in person, you will of course have
that opportunity.

On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company.

Sincerely,

/s/ Roger D. Bryant

Roger D. Bryant
President & Chief Executive Officer

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CANMAX INC.
150 West Carpenter Freeway
Irving, TX 75039
______________________________

Notice of 1997 Annual Meeting of Shareholders
To Be Held Monday, April 21, 1997
_______________

To the Shareholders of Canmax Inc.:

Notice is hereby given that the 1997 Annual Meeting of Shareholders (the
"Meeting") of Canmax Inc. (the "Company") will be held at The Summerfield
Suites Hotel, 5901 North MacArthur Boulevard, Irving, Texas 75039 on
Monday, April 21, 1997 at 2:00 p.m., Central Time, for the following
purposes:

1. To elect 7 Directors to serve until the 1998 Annual Meeting of
Shareholders and until their successors are duly elected and
qualified;
2. To consider and act upon a proposal to ratify the selection of
Ernst & Young LLP, to serve as independent auditors for its current
fiscal year; and
3. To transact such other business as may properly come before the
Meeting or any adjournments thereof.

The Board of Directors has fixed the close of business on February 20,
1997 as the record date for the determination of Shareholders entitled
to notice of and to vote at the Meeting or any adjournments thereof.

A list of shareholders of the Company entitled to notice of and to vote
at the Meeting will be available for examination at the Meeting and
during ordinary business hours from February 28, 1997 to the date of the
Meeting at the principal offices of the Company at the address set forth
above.

You are cordially invited to attend the Meeting.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. YOU ARE INVITED TO ATTEND
THE MEETING IN PERSON, BUT WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE. IF YOU DO ATTEND THE MEETING, YOU MAY, IF YOU PREFER, REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.

By Order of the Board of Directors,
/s/ Debra L. Burgess
Debra L. Burgess
Secretary

February 28, 1997

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PROXY STATEMENT
CANMAX INC.
150 West Carpenter Freeway
Irving, Texas 75039
____________________________

1997 Annual Meeting of Shareholders
Monday, April 21, 1997
_____________________________________

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Canmax Inc., a Wyoming
corporation (the "Company") for use at the 1997 Annual Meeting of
Shareholders (the "Meeting") to be held at The Summerfield Suites Hotel,
5901 North MacArthur Boulevard, Irving, Texas 75039 on Monday, April 21,
1997, at 2:00 p.m., Central Time, and at any adjournments thereof.

This Proxy Statement, the accompanying proxy card and the Annual Report
of the Company are first being mailed on or about March 7, 1997, to all
shareholders of the Company. Although the Annual Report and this Proxy
Statement are being mailed together, the Annual Report shall not be
deemed a part of this Proxy Statement.

The Board of Directors has fixed the close of business on February 20,
1997 as the record date (the "Record Date") for the determination of
Shareholders entitled to notice of and to vote at the Meeting and at any
adjournments thereof. As of the Record Date, the Company had outstanding
5,012,869 shares of Common Stock, no par value ("Common Stock"). Each
share of Common Stock entitles the holder to one vote. There is no
cumulative voting and there are no other voting securities of the
Company outstanding.

All properly executed proxies received by the Company prior to the
Meeting and not revoked will be voted in accordance with the
instructions marked thereon. Unless instructions to the contrary are
marked thereon, proxies will be voted "FOR" the election as directors
of those persons named below and "FOR" the ratification of the Board of
Directors' selection of independent auditors for the Company's current
fiscal year. The Board of Directors of the Company knows of no business
other than that mentioned herein, which will be presented for
consideration at the Meeting. If any other matter is properly
presented, it is the intention of the persons named in the enclosed
proxy to vote in accordance with their best judgment. You may revoke
your proxy at any time prior to the exercise thereof by giving written
notice to the Secretary of the Company at the Company's address
indicated above, by submitting a duly executed proxy bearing a later
date, or by attending the Annual Meeting and expressing a desire to vote
in person. Attendance at the Meeting will not, in itself, constitute
revocation of a proxy.

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ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION

Seven directors are to be elected at the Meeting, to serve until the
Company's next annual meeting of shareholders and until their respective
successors are elected and qualified, or until their earlier resignation
or removal. Each of the nominees listed below currently serves as a
director of the Company and was elected to the Board of Directors at the
Company's 1996 Annual Meeting of Shareholders, except Mr. C. William
Robertson. Under the Bylaws of the Company and consistent with Wyoming
law, directors shall be elected by plurality vote at each annual meeting
of shareholders and, accordingly, abstentions and "broker non-votes"
will have no effect on the election of directors. A broker non-vote
occurs if a broker or other nominee does not have discretionary
authority and has not received instructions with respect to a particular
item. Shareholders may not cumulate their votes in the election of
directors.

Unless authority to vote for one or more nominees is withheld, the
enclosed proxy will be voted "FOR" the election of the nominees listed
below. Although the Board of Directors does not contemplate that any of
the nominees will be unable to serve, if such a situation arises prior to
the Meeting, the persons named in the enclosed proxy will vote for the
election of such other person(s) as may be nominated by the Board of
Directors.

The following information with respect to the principal occupation or
employment, other affiliations and business experience of each nominee
during the last five years has been furnished to the Company by such
nominee. Except as otherwise indicated, each of the nominees has had the
same principal occupation for the last five years.

Roger D. Bryant, 54, has served as President, Chief Executive Officer and
a director of the Company since November 15, 1994. Prior to joining the
Company, Mr. Bryant was President of Network Data Corporation, a private
corporation in the software development industry. Mr. Bryant has also
served as President of Wayne Division, USA, of Dresser Industries Inc., a
manufacturer of fuel dispensing equipment, and President of Retail
Petroleum Division, USA, of Schlumberger Limited. Mr. Bryant holds a
degree in electrical engineering.

Debra L. Burgess, 38, has served the Company since 1989 in increasingly
responsible positions. Since November 1994, she has been the Company's
Chief Operating Officer, Executive Vice President, Secretary and a
director. Ms. Burgess was previously Manager of retail automation at
Fina Oil and Chemical Company. Ms. Burgess is a Certified Public
Accountant.

Nick DeMare, 42, has served as a director of the Company since January
1991. Since May, 1991, Mr. DeMare has been the President and Chief
Financial Officer of Chase Management Ltd., where his overall
responsibility included providing a broad range of administrative,
management and financial services to private and public companies with
varied interests in mineral exploration and development, precious and
base metals production, oil and gas, venture capital and computer
software. Mr. DeMare has served and continues to serve on the boards of
a number of Canadian public companies, and is a Chartered Accountant
(Canada).

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Robert M. Fidler, 58, has served as a director of the Company since
November 1994. Mr. Fidler joined Atlantic Richfield Company ("ARCO") in
1960, was a member of ARCO's executive management team from 1976-1993 and
was ARCO's manager of New Marketing Programs from 1985 until his
retirement in 1994. Mr. Fidler has extensive knowledge and experience in
managing retail petroleum operations.

Philip M. Parsons, 38, has served as Executive Vice President Finance,
Chief Financial Officer and Treasurer since June 1, 1995 and was elected
a director in December, 1995. Previously, Mr. Parsons was a Director of
Financial Planning and Business Analysis for KFC International. Mr.
Parsons is a Chartered Accountant (Australia).

W. Thomas Rinehart, 57, has served as a director since May, 1991. He was
co-founder and Executive Vice President of BASS, Inc. from June 1981
until his retirement in September 1992. BASS, Inc., a private
corporation, is a supplier of retail automation hardware and software to
the grocery store marketplace. Mr. Rinehart joined NCR in 1964 where he
held various staff and management levels within its retail software
development divisions.

C. William Robertson, 55, is nominated by the Board of Directors. Since
1994, Mr. Robertson has been the Vice President Brand Marketing for Amoco
Oil Company with responsibilities for all marketing activities of the
petroleum products division of Amoco. Mr. Robertson joined Amoco in 1964
and has held several senior positions including Vice President of
Commercial and Industrial Sales (1992-1993) and Manager - Operations and
Planning Department (1991-1992). Mr. Robertson has significant
experience in the petroleum and convenience store industry.

Meetings of the Board of Directors

The Board of Directors held 4 meetings during the fiscal year ended
October 31, 1996. The Board of Directors has two standing committees:
an Audit Committee and a Compensation Committee. There is no standing
nominating committee. Each of the directors attended all meetings of
the Board of Directors and any committee on which such director served
held during the 1996 fiscal year.

Committees of the Board of Directors

The Audit Committee consists of Nick DeMare, Robert M. Fidler
W. Thomas Rinehart and Gerald R. Seay (Chairman). The Audit Committee
makes recommendations to the Board of Directors or Management concerning
the engagement of the Company's independent public accountants and matters
relating to the Company's financial statements, the Company's accounting
principles and its system of internal accounting controls. The Audit
Committee also reports its recommendations to the Board of Directors as to
the approval of the financial statements of the Company. Three meetings of
the Audit Committee were held during the fiscal year ended October 31, 1996.

The Compensation Committee consists of Nick DeMare, Robert M. Fidler,
W. Thomas Rinehart (Chairman) and Gerald R. Seay. The Compensation
Committee is responsible for considering and making recommendations to the
Board of Directors regarding executive compensation and is also responsible
for administration of the Company's stock option and executive incentive
compensation plans. Four meetings of the Compensation Committee were
held during the fiscal year ended October 31, 1996.

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Compensation of Directors

Each director who is not an officer of the Company receives a fee of
$1,500 for each Board meeting attended. Directors are not compensated for
attending committee meetings. Further, all directors participate in the
Company's Stock Option Plan and are awarded non-qualified stock options
for 5,000 shares of Common Stock, at the prevailing market prices each
year, for service on the Board of Directors.

Significant Employees

A brief description of the business experience, age and position of certain
significant employees of the Company and its subsidiaries who are not also
directors is provided below.

William C. Doolittle, 46, is Vice President of Sales and Marketing of Canmax
Retail Systems Inc. and has served in that capacity since October 1996.
Prior to joining the company, he held several sales and marketing positions
at PHH Corporation over 17 years, including Director of Sales / Account
Management and Vice President of Client Relations. Immediately prior to
joining the Company, he was the Director of Strategic Accounts for PHH
Vehicle Management Services.

Ivor J. Flannery, 38, is Vice President of Advanced Research of Canmax
Retail Systems Inc. and has served in that capacity since January 1989.
Mr. Flannery joined the Company in 1983 and has held positions of
increasing responsibility. Prior to joining the Company he was an Advanced
Systems Engineer for a software development company which developed point
of sale systems for the retail petroleum industry.

Lynn G. Chianese, 36, is Vice President of Customer Services for Canmax
Retail Systems Inc. and has served in that capacity since April 1993.
Ms. Chianese joined the Company in September 1986 and has held positions
of increasing responsibility. Prior to joining the Company, she was the
Operations Manager for Darnell / Darcor, an international manufacturing
company.

Richard Stephens, 43, is Vice President of Development of Canmax Retail
Systems Inc. and has served in that capacity since April 1995. Previously,
he spent 7 years with the Wayne Division of Dresser Industries Inc., a
manufacturer of fuel dispensing equipment, as Manager - Systems Software,
responsible for developing point of sale systems and applications.

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS AND MANAGEMENT

The following table sets forth information, as of February 20, 1997,
with respect to the beneficial ownership of the Company's Common Stock by
(i) each shareholder known by the Company to own beneficially more than
5% of such outstanding Common Stock, (ii) each current director or
nominee as director of the Company, (iii) each Named Executive, as
defined herein, and (iv) all executive officers and directors of the
Company as a group. Except as otherwise indicated below, each of the
entities or persons named in the table has sole voting and investment
power with respect to all shares of Common Stock beneficially owned.

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Number
Name of Beneficial Owner of Shares % of Class

Electronic Data Systems Corporation(1) 1,864,164 (2) 25.0%

Roger D. Bryant 145,000 (3) 2.8%

Nick DeMare 41,880 (4) 0.8%

W. Thomas Rinehart 96,600 (5) 1.9%

Philip M. Parsons 40,400 (6) 0.8%

Debra L. Burgess 74,800 (7) 1.5%

Ivor J. Flannery 69,718 (8) 1.4%

Robert M. Fidler 20,000 (9) *

Gerald R. Seay 17,600 (10) *

Richard Stephens 15,000 (11) *

All Executive Officers and Directors 520,998 9.4%
as a group (9 persons)

* Less than 0.5%

1. The business address for Electronic Data Systems Corporation is 5400
Legacy Drive, Plano, Texas 75024.

2. Includes 1,598,936 shares of Common Stock which may be acquired
through the exercise of stock options which are exercisable within 60
days of the Record Date ("Vested Options"). EDS has an option to
acquire up to 25% of the Common Stock of the Company calculated on a
fully diluted basis at the time of exercise.

3. Includes 145,000 Vested Options.

4. Includes 31,600 Vested Options.

5. Includes 30,000 Vested Options.

6. Includes 40,000 Vested Options.

7. Includes 72,800 Vested Options.

8. Includes 26,500 Vested Options.

9. Includes 15,000 Vested Options.

10. Includes 17,000 Vested Options.

11. Includes 15,000 Vested Options.

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EXECUTIVE COMPENSATION

The following table summarizes the compensation paid by the Company and
its subsidiaries during the fiscal years ended October 31, 1996, 1995 and
1994 for services in all capacities to each of the Company's chief
executive officer and the four highest paid executive officers of the
Company and its subsidiaries whose total annual salary and bonus exceeded
$100,000 (the "Named Executives").

SUMMARY COMPENSATION TABLE

Annual Compensation

Long Term
Other Compensation
Annual Awards
Name and Fiscal Salary($) Bonus ($) Compensation Securities
Principal Position Year (1) ($) Underlying Options (#)

Roger D. Bryant 1996 169,750 73,920 18,733 (2) 210,000
President & CEO 1995 149,827 10,000 - 35,000
1994 - - - -

Debra L. Burgess 1996 118,542 40,320 - 69,000
Executive Vice 1995 104,260 4,000 - 15,800
President, Chief 1994 78,339 30,000 - -
Operating Officer

Philip M. Parsons 1996 108,750 36,960 - 55,000
Executive Vice 1995 36,070 4,000 - 10,000
President, Treasurer 1994 - - - -

Ivor Flannery 1996 94,050 21,056 - 15,000
Vice President- 1995 91,055 12,750 - -
Advanced Research(3) 1994 83,469 - - 11,000

Richard Stephens 1996 94,000 21,056 - 20,000
Vice President- 1995 52,724 4,500 - 5,000
Development(3) 1994 - - - -

(1) Reflects bonus earned during the fiscal year but paid during the next
year
(2) Reflects compensation associated with relocation expenses incurred by
Mr. Bryant.
(3) Reflects positions held with the Company's subsidiary, Canmax Retail
Systems Inc.

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Employment Agreements

Dwight J. Romanica and Nancy L. Romanica, the co-founders of the Company,
resigned as executive officers of the Company in November and December
1994, respectively. In January 1995, Mr. Romanica and Mrs. Romanica
resigned as directors. Each of Mr. and Mrs. Romanica signed consulting
agreements with the Company, whereby each individual received $55,000 per
year for consulting services and agreed not to compete with the Company.
The agreements expired December 31, 1996.

Peter Lucas resigned as Chief Financial Officer and Director of the
Company on June 30, 1995. Under the terms of his resignation agreement,
Mr. Lucas received $4,000 per month through December 31, 1995.

Roger D. Bryant joined the Company as its President and Chief Executive
Officer on November 15, 1994. Mr. Bryant and the Company have signed an
employment contract which was effective November 15, 1994 and expires
November 14, 1997. In the event the Company terminates Mr. Bryant's
employment between November 15, 1996 and November 14, 1997, Mr. Bryant
will continue to receive his salary until November 14, 1997.

Debra L. Burgess and the Company signed an employment contract which is
effective November 1, 1994 and expires October 31, 1997. In the event
the Company terminates Ms. Burgess' employment prior to October 31, 1997,
without cause, Ms. Burgess is to receive up to twelve months salary.

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Stock Options

The following table sets forth the stock options and certain hypothetical
values that would exist for such options granted during the fiscal year
ended October 31, 1996 to each of the Named Executives.

OPTION GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value at Assumed
Individual Grants Annual Rates of Stock
Price Appreciation for Option Term (1)

% of Total
Number of Options
Securities Granted to
Underlying Employees Exercise Expiration
Options in Fiscal Price Date 5% 10%
Name Granted Year ($/Sh) ($) ($)

Roger D. Bryant 10,000 2.00 7/22/01 5,526 12,210
50,000 2.25 12/28/00 31,082 68,682
50,000 2.25 12/28/01 38,261 86,801
50,000 2.25 12/28/02 45,799 106,731
50,000 2.25 12/28/03 53,714 128,654
______________________ __________________
210,000 33% 174,381 403,078

Debra L. Burgess 19,000 2.00 7/22/01 10,499 23,199
12,500 2.25 12/28/00 7,770 17,171
12,500 2.25 12/28/01 9,565 21,700
12,500 2.25 12/28/02 11,450 26,683
12,500 2.25 12/28/03 13,428 32,163
______________________ __________________
69,000 11% 52,712 120,916

Philip M. Parsons 5,000 2.00 7/22/01 2,763 6,105
12,500 2.25 12/28/00 7,770 17,171
12,500 2.25 12/28/01 9,565 21,700
12,500 2.25 12/28/02 11,450 26,683
12,500 2.25 12/28/03 13,428 32,163
______________________ __________________
55,000 9% 44,977 103,822

Ivor J. Flannery 3,750 2.25 12/28/00 2,331 5,151
3,750 2.25 12/28/01 2,870 6,510
3,750 2.25 12/28/02 3,435 8,005
3,750 2.25 12/28/03 4,029 9,649
______________________ __________________
15,000 2% 12,664 29,315

Richard Stephens 5,000 2.25 12/28/00 3,108 6,868
5,000 2.25 12/28/01 3,826 8,680
5,000 2.25 12/28/02 4,580 10,673
5,000 2.25 12/28/03 5,371 12,865
______________________ __________________
20,000 3% 16,885 39,087

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(1) Based upon the per share market price on the date of grant and on
annual appreciation of such market price through the expiration date
of such options at the stated rates. These amounts represent assumed
rates of appreciation only and may not necessarily be achieved. Actual
gains, if any, are dependent on the future performance of the Common
Stock, as well as the continued employment of the Named Executives
through the vesting period. The potential realizable values indicated
have not taken into account amounts required to be paid as income tax
under the Internal Revenue Code of 1986, as amended, and any applicable
state laws.

The following table provides information concerning the exercise of
options by the Named Executives during the fiscal year ended October 31,
1996 and the number and value of such officers' unexercised options at
October 31, 1996.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES

Number of
Securities Value of
Underlying Unexercised
Unexercised "In-the-Money"
Options at Options at
Shares FY-End (#) FY-End ($)
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable

Roger D. Bryant 0 0 95,000 150,000 0 0

Debra L. Burgess 0 0 60,300 37,500 0 0

Philip M. Parsons 0 0 27,500 37,500 0 0

Ivor J. Flannery 0 0 22,750 11,250 0 0

Richard Stephens 0 0 10,000 15,000 0 0

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The following table sets forth certain information concerning the
repricing of options held by Named Executives during the 1996 fiscal year.
See "Compensation Committee Report," below, for information concerning the
repricing of options during the fiscal year ended October 31, 1996.

Name and Date Number of Market Price Exercise Price New Length of
Position Securities of Stock at at Time of Exercise Original
Underlying Time of Repricing or Price ($) Option Term
of Repricing or Amendment Remaining at
Options Amendment ($) Date of Repricing
Repriced ($) or Amendment
or Amended (#)

Debra L. Burgess 12/29/95 5,000 $2.25 $5.00 $2.25 05/12/97
Executive Vice 8,000 $2.25 $5.00 $2.25 11/10/98
President, Chief
Operating Officer

Ivor J. Flannery 12/29/95 5,000 $2.25 $6.25 $2.25 10/01/99
Vice President- 6,000 $2.25 $5.00 $2.25 08/25/99
Advanced Research 8,000 $2.25 $5.00 $2.25 05/12/97
Canmax Retail
Systems Inc.

On October 31, 1996, there were 1,051,050 outstanding stock options with
a weighted average exercise price of $3.04 per share.

Certain Transactions

During fiscal 1995, a director, W. Thomas Rinehart advanced the Company
$250,000. The advance is unsecured and has an interest rate of 10%.
The Company repaid principal of $124,235 and paid interest of $37,732 in
fiscal 1996. The remaining principal balance of $95,765, as of October
31, 1996, is being repaid in weekly installments.

Dwight J. Romanica and Nancy L. Romanica, the co-founders of the Company,
resigned as executive officers of the Company in November and December
1994, respectively. In January 1995, Mr. Romanica and Mrs. Romanica
resigned as directors. Each of Mr. and Mrs. Romanica have signed
consulting agreements with the Company, whereby each individual received
$55,000 per year for consulting services and agreed not to compete with
the Company. The agreements expired December 31, 1996.

Compensation Committee Interlocks and Insider Participation

The Company has no interlocking relationships involving any of its
Compensation Committee members which would be required by the Securities
and Exchange Commission to be reported herein, and no officer or
employee of the Company serves on its Compensation Committee.

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Compensation Committee Report

In fiscal 1996 the Company's Compensation Committee consisted of all 4
outside directors; Messrs. DeMare, Fidler, Rinehart and Seay. The Committee
was responsible for determining the compensation of the Company's
executive officers and other key senior employees, including Roger D.
Bryant, the Company's Chief Executive Officer, (the "Chief Executive").

Determination of CEO and Executive Officer Compensation. The Company has
strived to structure its executive compensation programs in a manner
designed to attract and retain a talented and capable management team,
and to provide appropriate compensation based on that team's achievement
of financial performance objectives. During fiscal 1996, the
Compensation Committee held primary responsibility for determining the
compensation of the Chief Executive, and for approving the determinations
of compensation paid to other officers and senior executives, as proposed
by the Chief Executive.

Compensation is normally paid to the Chief Executive in the form of base
compensation, bonus compensation and the granting of options to buy
shares of the Company's Common Stock at then prevailing market prices.
Each year the Board of Directors of the Company sets forth certain
financial performance objectives for the Company. The Company's ability
to meet such targeted financial goals, and the Chief Executive's previous
base compensation level, are the most important criteria utilized by the
Compensation Committee in determining the compensation of the Chief
Executive, although the Compensation Committee reviews other factors,
including the compensation awarded to chief executive officers of similar
corporations. Based on a review of such criteria, the Compensation
Committee will determine the annual base and bonus compensation of the
Chief Executive. In addition, the Compensation Committee may grant stock
options in order to align the interests of the Chief Executive with those
of the shareholders. With respect to the Chief Executive's compensation
during fiscal 1996, the Compensation Committee primarily considered the
Company's financial performance and the previously existing compensation
level of the Chief Executive.

Compensation to other executive officers is also provided in the form of
base compensation, bonus compensation and the granting of stock options.
Base compensation is determined based on industry norms associated with
the position held by the executive and the recommendation of the Chief
Executive, while bonus compensation is normally linked to specific
shorter-term (e.g., one to three years) financial performance objectives.
Stock options are granted to align the interests of the executive
officers with those of the shareholders. The Chief Executive is
principally responsible for the performance assessment of individual
executive officers and provides his recommendations to the Compensation
Committee for its review and approval.

Stock Option Repricing. The Company's Stock Option Plan is intended to
provide directors, executives and other key employees with increased
motivation and incentive to exert their best efforts on behalf of the
Company through the opportunity to benefit from appreciation in the value
of the Common Stock. Due to declines in the price of the Common Stock,
certain options outstanding under the Stock Option Plan were exercisable
at prices which exceeded the then current market value of the Common
Stock. In order to restore the incentive value to such options, the
Compensation Committee in December 1995, approved the repricing of
certain options held by employees, including certain Named Executives.

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On December 29, 1995, outstanding employee stock options with respect to
87,100 shares of Common Stock, with exercise prices ranging from $5.00 to
$ 6.25 per share, were repriced at an exercise price of $2.25 per share,
the market price of the Common Stock on that date. All other terms and
conditions of the repriced options remained the same. The Committee
believes that by repricing these options, the Company has restored the
incentive for such employees that was intended to be provided by the
prior grant of such options.

COMPENSATION COMMITTEE:

Nick DeMare
Robert M. Fidler
W. Thomas Rinehart (Chairman)
Gerald R. Seay

Stock Performance Graph

The following performance table compares the cumulative total shareholder
return on the Company's stock with the Nasdaq Stock Market Total Return
Index (Nasdaq Index) and the Nasdaq Computer and Data Processing Services
Stocks Total Return Index (Industry Index).

The Company's stock has traded on the Nasdaq SmallCap market tier of The
Nasdaq Stock Market since February 10, 1994. The comparison assumes that
$100 was invested on February 10, 1994 in the Company's shares and in
each of the indices. Past performance is not necessarily an indicator of
future performance.

· Enlarge/Download Table
COMPARISON OF THREE YEARS ENDED OCTOBER 31, 1996
CUMULATIVE TOTAL RETURN
Canmax Inc., Nasdaq Stock Market Index and Nasdaq Computer and Data
Processing Services Index

February 10, 1994 October 31, 1994 October 31, 1995 October 31, 1996

Canmax Inc. 100 39.29 21.43 11.07

Nasdaq Index 100 98.77 132.90 156.96

Nasdaq Industry 100 114.62 174.99 203.20
Index

The data set forth in the above table was obtained from the Nasdaq Stock
Market. All Canmax share data is based on the last closing price of the
month. The total return calculation is based upon weighting at the
beginning of the period.

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Section 16(a) Reporting

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and persons who
own more than 10% of the Company's common stock to file with the SEC
initial reports of ownership and reports of changes in ownership of
common stock and other equity securities of the Company. Officers,
directors and greater than 10% shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, based solely on the
review of the copies of such reports filed during the fiscal year ended
October 31, 1996, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% beneficial owners were
complied with, except Mr. Robert Fidler filed one late report concerning
the purchase of 5,000 shares of the Company's Common Stock in August,
1996.

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Board of Directors has approved Ernst & Young LLP, which has served
as independent auditors of the Company since 1986, to serve as
independent auditors of the Company for the fiscal year ending October
31, 1997, and recommends ratification by the shareholders of such
appointment. Such ratification requires the affirmative vote of the
holders of a majority of the Common Stock of the Company entitled to
vote on this matter and represented in person or by proxy at the Meeting.
Abstentions on this proposal will have the same legal effect as a vote
against this proposal. Broker non-votes will have no effect on the
outcome of the vote on this proposal.

In the event the appointment is not ratified, the Board of Directors
will consider the appointment of other independent auditors. The Board
of Directors may terminate the appointment of Ernst & Young as the
Company's independent auditors without the approval of the shareholders
of the Company if the Board of Directors deems such termination
necessary or appropriate, A representative of Ernst & Young is expected
to attend the Meeting and will have the opportunity to make a statement,
if such representative desires to do so, and will be available to
respond to appropriate questions.

SOLICITATION OF PROXIES

The solicitation of proxies by the Board of Directors will be conducted
primarily by mail. The Herman Group, Inc. has been retained to assist
the Company in the solicitation of proxies in connection with the
Meeting for a fee of $4,000 plus out-of-pocket expenses. In addition,
officers, directors and employees of the Company may solicit proxies
personally or by telephone, telegram or other forms of wire or facsimile
communication. These persons will receive no special compensation for
any solicitation activities. The Company will, upon request, reimburse
brokers, custodians, nominees and fiduciaries for reasonable expenses
incurred by them in forwarding proxy material to beneficial owners of
Common Stock. The costs of the solicitation will be borne by the
Company.

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SHAREHOLDER PROPOSALS

Any shareholder who wishes to submit a proposal for inclusion in the
Company's proxy material and for presentation at the Company's 1998
Annual Meeting of Shareholders must forward such proposal to the
Secretary of the Company at the address indicated on the first page of
this proxy statement, so that the Secretary receives it no later than
January 31, 1998.

OTHER MATTERS

The Board of Directors is not aware of any other matters that are to be
presented for action at the Meeting. However, if any other matters
properly come before the Meeting or any adjournment(s) thereof, it is
intended that the enclosed proxy will be voted in accordance with the
judgment of the persons voting the proxy.

By Order of the Board of Directors.

/s/ Debra L. Burgess

Debra L. Burgess
Secretary

February 28, 1997

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PROXY

CANMAX INC.
ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 1997

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Roger D. Bryant and
Robert M. Fidler, or either of them, as the true and lawful attorneys
and proxies of the undersigned, with full power of substitution, to
represent the undersigned and to vote all of the shares of Common Stock
of Canmax Inc. (the "Company"), that the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Company to be held on
April 21, 1997 and at any adjournments thereof.

1. Election of Directors

FOR WITHHOLD NOMINEES:
All nominees AUTHORITY Roger D. Bryant, Debra L.
named to the right to vote for all Burgess, Nick DeMare, Robert
(except as marked nominees named M. Fidler, Philip M. Parsons,
to the contrary) to the right W. Thomas Rinehart, C. William
Robertson
(INSTRUCTION: To withhold
[ ] [ ] authority to vote for any
individual nominee, write the
nominee's name on the line
below.)

_____________________________

2. To ratify the selection of Ernst & Young LLP to serve as independent
public accountants for the Company for the 1997 fiscal year.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

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3. In their discretion, to vote upon such other business as may properly
come before the meeting or any adjournments thereof.

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFIC DIRECTIONS ARE
GIVEN, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF DIRECTORS, "FOR"
EACH OF THE PROPOSALS SET FORTH HEREIN AND IN THE DISCRETION OF THE PROXY
HOLDERS ON ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.

Please sign exactly as the name appears on the certificate or
certificates representing shares to be voted by this proxy. When signing
as executor, administrator, attorney, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name
by president or other authorized person. If a partnership, please sign
in partnership name by authorized person.

Dated: __________________________ __________________________________
Signature of Shareholder

[INSERT MAILING LABEL] __________________________________
Signature (if jointly owned)

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEFR14A Filing	Date	First	Last	Other Filings

	2/10/94	16
	10/31/94	10	16
	11/1/94	11
	11/15/94	6	11
	6/1/95	7
	6/30/95	11
	10/31/95	10	16
	12/29/95	16
	12/31/95	11
	10/31/96	7	17	DEF 14A, 10-K
	11/15/96	11
	12/31/96	11	14
	2/20/97	4	8
	2/28/97	3	18	DEF 14A
Filed On / Filed As Of	3/5/97
	3/7/97	5
	4/21/97	3	19
	10/31/97	11	17	NT 10-K, 10-K/A, 10-K
	11/14/97	11
	1/31/98	18		4, 10-Q

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Dial Thru International Corp · DEFR14A · On 3/5/97

Filed On 3/5/97 · SEC File 0-22636 · Accession Number 913659-97-3

Revised Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Revised Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents