UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under section 12(b) or (g) of the Securities Exchange Act of 1934
FRESH BREATH INDUSTRIES, INC.
(Name of small business issuer in its charter)
NEVADA 88-0404404
(States of other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
# 7-2316 27th Ave. N.E., Calgary, Alberta Canada T2E7A7
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (403) 259-6838
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
to be so registered each class is to be registered
N/A N/A
Securities registered under Section 12 (g) of the Exchange Act:
Common stock, par value $.001 per share
(Title of class)
(Title of class)
At December 31, 1998, the aggregate market value of the voting stock held by
non affiliates is undeterminable and is considered to be 0.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of December 31, 1998, the registrants had 7,800,000 shares of common
stock issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which
the document is incorporated: (1) Any annual report to security
holders; (2) any proxy or other information statement; and (3) Any
prospectus filed pursuant to rule 424 (b) or (c ) under the
Securities Act of 1933: None
FRESH BREATH INDUSTRIES, INC.
FORM 10 - SB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business . . . . . . . . . . . . . . . . . . . .
ITEM 2. Management's Discussion and Analysis or Plan of Operation . . .
ITEM 3. Description of Property . . . . . . . . . . . . . . . . . . . .
ITEM 4. Security Ownership of Certain Beneficial Owners and Management .
ITEM 5. Directors, Executive Officers, Promoters and Control Persons . . .
ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . . . . . . .
ITEM 7. Certain Relationships and Related Transactions . . . . . . . . .
ITEM 8. Description of Securities. . . . . . . . . . . . . . . . . . . .
PART II
ITEM 1. Market Price of and Dividends on Registrant's Common Equity and
Other Shareholder Matters . . . . . . . . . . . . . .
ITEM 2. Legal Proceedings . . . . . . . . . . . . .
ITEM 3. Changes in and Disagreements with Accountants . . . . . . . . .
ITEM 4. Recent Sales of Unregistered Securities . . . . . . . . . . . .
ITEM 5. Indemnification of Directors and Officers . . . . . . . . . . .
PART F / S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
ITEM 1. Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 2. Description of Exhibits . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- - -2-
FORM 10 - SB
PART I
ITEM 1. Description of Business
Fresh Breath Industries, Inc. (the "Company") is a development stage Company
incorporated under the laws of Nevada on September 1, 1998, to engaged in
the marketing of cigars and cigar related products. As a start up
enterprise the Company had no significant business operations in 1998.
The Company has entered into various agreements with related companies to
acquire the distribution rights of breath freshening products and cigars and
cigar accessories. Specially the Company acquired; (1) on October 16, 1998,
the exclusive Canadian distribution rights to Irvine Breath Products and Gel
Cap Breath Freshener products for $135,590 which consisted of $130,950 note
and 500,000 shares of common stock, (2) on October 21, 1998, bought for the
sum of $130,000 the product line called Cigar-Gone, Co
During the month of December 1998, the Company sold 4,250,000 shares for
$0.01, the gross proceeds were $42,500 of which $5,515 was received
subsequent to December 31, 1998. The offering under the provisions of
Regulation D, Rule 504 of the Securities Act of 1934, as amended (the
"Act"). The proceeds were used for working capital.
Prior to March 31, 1999 the Company sold an additional 150,000 shares for
$37,500 pursuant to Regulation D, Rule 504 of the Securities Act of 1934,
as amended. These funds were also used for working capital.
Products
Breath Freshener: Cigar-Gone, a sugarless, all natural chewable gel-cap
breath freshener, considered one of the accessories, is being successfully
marketed and sold through major retail tobacco and convenience stores in
North America by Quantum Cigar in Canada, J&D Cigar Company in Canada and
the United States and by the Company in the United States. The product
Cigar Gone was first introduced at the Cigar Expo in Las Vegas, Nevada in April
1997 and is now being distributed and marketed by several wholes
Cigars and Accessories: J&D Cigar, a subsidiary of the Company, is located
in Alberta Calgary Canada. J&D is currently carrying 45 different cigars
manufactured by 12 different companies including a full line of Cuban
Cigars. In its prior seven years in business its been able to secure
exclusive Canadian rights to many of these cigars. As a major Canadian
importer of cigars and accessories, J&D has established a client base of
about 100 wholesale and retail customers throughout Canada.
Quantum Cigar, a Vancouver Canadian subsidiary and the original licenser of
Cigar Gone in Canada also will continue to wholesale cigars.
Fresh Breath Industries, Inc., will wholesale the Breath products and the
cigar products and other accessories in the United States and through its
divisions in Canada.
Production
The breath freshener products will be initially manufactured in two
locations (1) Irvine Breath Products of Irvine, California (2) REON,
San Diego, California. REON has also contracted to package, warehouse,
ship and distribute the product in a percentage basis.
The Company has a line of cigar humidors manufactured for it in Alberta,
Canada and the accessories are handled on a manufacturers representative
basis for sale wholesale.
Manufacturer of Gel-Caps Packaging, Sales and Distribution
Irvine Breath Products REON
7700 Irvine Center Suite 510 1177 Knoxville Street
Irvine, California 92718 San Diego, California 92110
Marketing
Cigar smoking has always been an integral part of North American culture
with a phenomenal surge in popularity in the last few year. In the last
two years cigar sales have increased 43% from 1994 to 1995 and even larger
increased experienced from 1996 to 1997. Over 240 million cigars were sold
in the USA in 1995 and over 300 million sold in 1996. By 1997, cigars were
being sold in a variety of locations including grocery, drug and convenience
stores. Total cigars sold in 1997 were over 350 million. Hollywood and
sports celebrities of both genders have now adopted the cigar as a symbol of
success and fashion in the 90's. Cigar bars and emporiums have sprung up
across the United States and Canada at an amazing rate. Cigar friendly
restaurants are now becoming the norm. The "Stogie" once a bastion of the
rich American male has now become a true phenomenon for men and women across
wide spectrums of North American society. Dropping into the the local cigar
emporium to enjoy a night of fine cigars, to tran Cigar products took off in
1995 and kept up an even faster pace through 1996 and 1997. Overall cigar
sales are being sparked by the popularity of premium hand made cigars. While
sales of premium cigars jumped 65% in 1996, they still account for just 6.4%
of all cigars sold in the United States. It is estimated that there are 10
million cigar smokers in the United States, many of them being occasional
smokers. Less than 4% are women and thhe local cigar e
Cigar products took off in 1995 and kept up an even faster pace through 1996
and 1997. Overall cigar sales are being sparked by the popularity of
premium hand made cigars. while sales of premium cigars jumped 65% in 1996,
they still account for just 6.4% of all cigars sold in the United States.
It is estimated that there are 10 million cigar smokers in the United States
, many of them being occasional smokers. Less than 4% are women and they
tend to smoke the premium cigars. The highest concentration i
the premium cigars. The highest concentration since 1996 and 1997.
Overall cigar sales are being sparked by the popularity of premium hand
made cigars. while sales of premium cigars jumped 65% in 1996, they still
account for just 6.4% of all cigars sold in the United States. It is
estimated that there are 10 million cigar smokers in the United States,
many of them being occasional smokers. Less than 4% are women and they
tend to smoke the premium cigars. The highest concentration is the premium
cigars. The highest concentration The current popularity of cigars can be
seen in the birth of several Cigar magazines. Although only a few years
old the magazine "Cigar Aficionado" has risen from 40,000 circulation to
440,000 paid circulation. An estimated two million read this bible of the
cigar business, which gained its popularity by using big name stars on the
cover. "Smoke" is the newest magazine to hit the cigar market and already
boasts of a paid circulation of over 160,000 copies in less than one year.
Cigars, cigar accessories, and breath fresheners are generally sold on an
indirect basis, e.g., through jobbers and wholesalers to the retail outlets.
Some are sold in a direct basis to national accounts Cigar Gone are now
being distributed and marketed by several wholesalers and in over 10,000
different retail outlets including 7-Eleven, Circle K and AM/PM stores.
Competition
Breath Assure is the market leader for gel-cap breath cleansers. It has
approximately $40,000,000 in sales in less than one year.
Cigars, cigar accessories, and breath fresheners are generally sold on an
indirect basis, e.g., through jobbers and wholesalers to the retail outlets.
Some are sold in a direct basis to national accounts Cigar Gone are now
being distributed and marketed by several wholesalers and in over 10,000
different retail outlets including 7-Eleven, Circle K and AM/PM stores.
Competition
Breath Assure is the market leader for gel-cap breath cleansers. It has
approximately $40,000,000 in sales (1996) world wide, and is in 30 35
countries. Breath Assure is mostly known for its single action gel-cap
formula that is swallowed and takes up to 30 minutes to take effect.
Although Breath Assure is a very good product it does not work instantly
thus the consumer has to wait 30 minutes before the product takes effect..
Quite often the individual does not want to wait for this length of time
for fresh breath.
Breath Assure is relatively unchallenged in its dominance of the market
place; being a premium product at a premium price. Fresh Breath, Inc.,
is able to beat Breath Assure's pricing and still maintain good profit
margins. As it stands now Breath Assure sells at retail up to $7.95 for
50 gel-caps. Cigar Gone sells at retail for $5.95 for 50 gel-caps. It
allows Fresh Breath, Inc., to sell a premium product at a more reasonable
price to the consumer. This trend will also continue with " " Gone product.
To be able to effectively combat Breath Assure and other similar products
that will undoubtedly be coming onto the market place, Fresh Breath, Inc.,
must establish a very aggressive marketing and advertising campaign. Cigar
Gone and Coffee Gone are presently in approximately in ten thousand (10,000)
accounts across North America and is expected to be in a minimum of 30,000
stores across North American by the end of 1999. Although Fresh Breath,
Inc., has been very successful in marketing its products to the market
Research and Development
The Company has not allocated funds for conducting research and development,
however, with minimum funds the Company and its affiliates have developed
four (4) additional niche breath products. Garlic Gone, Coffee Gone,
Alcohol Gone in gel-caps and a line of flavor sprays.
Tobacco accessory sales have increased 188% in food stores, 192% in drug
stores and 292% with mass merchandisers.
Patents and Trademarks
All cigar products handled have trademark protected by their manufacturers.
To the issuers knowledge none of the accessory items handled are patented.
Employees
Presently, the Company has employees. Management intends to hire
additional employees in the United States and Canada only as needed and
as funds are available. In such cases compensation to management and
employees will be consistent with prevailing wages for service rendered.
The Company also will use contract services that will preclude the
necessity of hiring for packaging and processing.
Facilities
The Company has a statutory office at 1905 South Eastern Avenue, Las Vegas,
Nevada and sales office in Calgary, Alberta, Canada, Vancouver, B.C., Canada
and sales and product office in Irvine and San Diego, California. The
Company will maintain a headquarter office in Vancouver in the mid
quarter of 1999.
Legal
The Company is not a party to any material pending legal proceedings and no
such action by, or to the best of its knowledge, against the Company has been
threatened.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
Overview
The Company became incorporated in September 1998. The Company began
operations by consolidating a distribution operation and acquiring
various rights and licenses. Although, the Company did not realize
revenues as of the date hereof, management anticipates sales to start
by the end of first quarter or early in the second quarter of 1999.
The Company's current capital was provided by the founders of the Company
and by two private placements for sale of common stock. Management believes
that the Company's cash requirement can be satisfied with existing capital
for ninety days, if sales are sufficient to handle current operating costs.
Management anticipates the Company will require further capital of
approximately $400,000 within the next Ninety days in order to properly
facilitate production and distribution channels. This additional cap
explore other alternatives for funding.
In the event, outside funding is necessary, the Company will investigate
the possibility of interim financing, either debt or equity, to provide
capital. Although, management has not made any arrangements or definitive
agreements, the Company would consider private funding or the private
placements of its securities and/or a public offering. If the Company
experiences a substantial delay in marketing revenues and is unable to
secure public financing from the sale of its securities or from private
lenders
Most of the research and development of the Breath Fresheners additional
products has been completed. Management does not intend to consider new
products until such time as revenues are realized from the sale of the
existing products and lines of cigars and accessories. All of the present
lines have an established line of distribution, therefore, no immediate
funds have to be expended in that area. Management would consider products
that would fit in their distribution channel, but are manufactured by others.
The Company has an inventory of that was transferred in the acquisitions
Management does not anticipate hiring additional employees until recruited
by sales and that is further dependent on the Company having sufficient
capital.
Net Operating Loss
The Company has accumulated approximately $37,026 of net operating loss
carryforwards as of December 31, 1998, which may be offset against taxable
income and income taxes in future years. The use of these losses to reduce
income taxes will depend on the generation of sufficient taxable income prior
to the expiration of the net operating loss carryforwards. The
carryforwards expire in the year 2013. In the event of certain changes
in control of the Company, there will be an annual limitation on the amount
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard ("SFAS") No. 128, "Earnings Per Share" and Statement
of Financial Accounting Standards No. 129 "Disclosures of Information About
an Entity's Capital Structure." SFAS No. 128 provides a different method
of calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion No. 15, "Earnings Per Share." SFAS No.
128 provides for the calculation of "Basic" and "Dilutive"
The Financial Accounting Standards Board has also issued SFAS No. 131, No.
130, "Reporting Comprehensive Income" and SFAS no. 131, "Disclosures about
Segments of an Enterprise and Related Information." SFAS No. 130
establishes standards for reporting and display of comprehensive income,
its components and accumulated balances. Comprehensive income is defined
to include all changes in equity except those resulting from investments by
owners and distributors to owners. Among other disclosures, SFAS no. 13
ems that are required to be recognized under current accounting standards
as components of comprehensive income be reported in a financial statement
that displays with the same prominence as other financial statements.
SFAS no. 131 supersedes SFAS no. 14 "Financial Reporting for Segments of
a Business Enterprise." SFAS no. 131 establishes standards on the way that
public companies report financial information abut operating segments in
annual financial statements and requires reporting of selected informal
SFAS 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and requires comparative information for
earlier years to be restated. Because of the recent issuance of the
standard, management has been unable to fully evaluate the impact, if any
the standard may have on future financial statement disclosures. Results
of operations and financial position, however, will be unaffected by
implementation of the standard.
Inflation
In the opinion of management, inflation will not have a material effect on
the operations of the Company.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking statements.
The Company wishes to advise readers that actual results may differ
substantially from such forward-looking statements. Forward-looking
statements involve risks and uncertainties that could cause actual results
to differ materially from those expressed in or implied by the statements,
including, but not limited to, the following: the ability of the Company to
meet its cash and working capital needs, the ability of the Company to suc
ITEM 3. Description of Property
The information required by this Item 3, Description of Property, is set
forth in Item 1, Description of Business, of this Form 10-SB/A.
ITEM 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best of the Company's
knowledge, as of March 31, 1999, with respect to each person known by the
Company to own beneficially more than 5% of the outstanding Common Stock,
each director and all directors and officers as a group.
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership of Class (1)
Kenneth Trociuk* 1,000,000 12.5%
Ste. 910-510 Burrard St.
Vancouver, B.C., Canada
V6C 3A8
Jeff Walter* 1,050,000 13.5%
139 Sackville Dr. S.W
Calgary, Albert, Canada
T2W 0W4
Frank Baroudi* 275,000 3.5%
1177 Knoxville St.
San Diego, CA 92110
Catherine Edwards* 900,000 11%
40 Hymar Place
Vernon, B.C., Canada
V1B 2X5
Doug McPhee* 50,000 .006%
#3 Sierra Vista Circle
Calgary, Alberta, Canada
T2W 0W4
Ken Ochetti* 275,000 4%
1101 Buckingham-Unit D
Costa Mesa, CA 92126
*Management As A Group 3,550,000 45%
Mounier Sallman 450,000 5.6%
1860 Crois Salvador
Brossard, Quebec
V4X 1V2
Peter Shield 400,000 5%
1757 N. 40th Avenue
Vancouver, B.C. Canada
V6M 1W3
* Director and/or Officer
(1) Based upon 7,950,000 shares of Common Stock outstanding
on March 31, 1999.
ITEM 5. Directors, Executive Officers, Promoters and Control Persons
Executive Officers and Directors
The executive officers and directors of the Company are as follows:
Name Age Position
Kenneth Trociuk Chief Executive Officer/Director
Jeffery Walters President/Director
Catherine Edwards Secretary/Treasuer/Director
Frank Baroudi Vice President/Director
Douglas McPhee Director
Ken Ochetti Director
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. Directors will
be elected at the annual meetings to serve for one year terms. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any
committee thereof. Any non-employee director of the Company shall be
reimbursed for expenses incurred for attendance at meetings
None of the officers and/or directors of the Company are officers or
directors of any other publicly traded corporation, nor have any of the
affiliates or promoters of the Company filed any bankruptcy petition, been
convicted in or been the subject of any pending criminal proceedings, or
the subject or any order, judgment, or decree involving the violation of
any state or federal securities laws within the past five years.
The directors will initially devote their time to the Company's affairs on
an "as needed" basis, the exact amount of which is undetermined at this
time. Jeff Walters approximately to hours per week to the Company's
business. If the Company begins to generate revenues, the Company's
Secretary/Treasurer, Catherine Edwards, will devote approximately to
hours a week primarily as the Company's Both persons are prepared
to increase the time they devote to the Company should such a need arise.
The business experience of each of the persons listed above during the past
five years is as follows:
Kenneth Trociuk, is the president and CEO of three publicly traded
companies, Kenrich Mining (V.S.E.),and Blue Gold (OTC.BB). He has a
Business Diploma in Administration, Economics and Advertising. As a
co-owner of Canadian Oilfield Directory until 1996, and Sales manager
for Parklane Publications for five years, Mr. Trociuk brings valued
marketing experience to the company. Mr. Trociuk is an avid super-pro
quarter mile drag racer.
Frank Baroudi, has a Masters in Electrical Engineering and another Masters
in Computer Science from the University of Southern California. He worked
for United Telecommunications as a software consultant for one year after
which he went to Xerox for five years working briefly in technical support
for CAD-CAM design workstations and then, moved into technical sales. He
was then recruited by AST Research to head up their sales and marketing
operations in Sydney, Australia where he brought sales up
Catherine Edwards, has worked in the medical profession for ten years, and
more recently manages commercial real estate. She has run her own business
for the past 10 years. First a cattle ranch, and then a retail wholesale
business which she is currently operating. She has been involved in
financing for public companies. Ms. Edwards is a director of Thorlow
Resources, and is currently serving her sixth year on the board of a
non-profit society. Ms. Edwards has a College Business Diploma
Jeffrey Walters, has an extensive and varied business background. He is
the founder and owner of several businesses in Canada. He has been an
entrepreneur throughout his career with over seven years experience in the
tobacco and liquor industry. Mr. Walters brings his varied experience
long with several designations to Fresh Breath Inc. Mr. Walters was born
in Calgary, Alberta where he completed high school and attended the
University society. Ms. Edwards has a College Business Diploma
Jeffrey Walters, has an extensive and varied business background. He is
the founder and owner of several businesses in Canada. He has been an
entrepreneur throughout his career with over seven years experience in the
tobacco and liquor industry. Mr. Walters brings his varied experience along
with several designations to Fresh Breath Inc. Mr. Walters was born in
Calgary, Alberta where he completed high school and attended the University
of Calgary. He is the owner of several retail and wholesale
Doug McPhee, has ten years investment experience, Mr. McPhee is currently
working as a Senior Investment Advisor at TD Evergreen Investment Services.
Mr. McPhee earned his Bachelor of Arts Degree in Economics from the
University of Calgary, and has since become a Certified Investment manager
(CIM) and Fellow of the Canadian Securities Institute (FCSI). In addition
to his role as an investment advisor, Doug is also an acting member of the
Board of Director for the Young Entrepreneurs Organization.
Ken Ochetti, is President and Founder of Irvine Breath Products and has
been an entrepreneur for most of his career. He has started many companies
including Octus Sports which merchandised and produced calendars, videos,
CD ROM's for the National Football League. He also founded Peer Records and
Video which was a national distribution company for the music industry with
3,500 accounts and was the District Manager for a chain of convenience
stores in Southern California. He attended Arizona State
ITEM 6. Executive Compensation
The Company does not have a bonus, profit sharing, or deferred compensation
plan for the benefit of its employees, officers or directors. Since the
Company's inception, it has not paid any salaries or other compensation to
its officers, directors or employees. Further, the Company has not entered
into an employment agreement with any of its officers, directors or any
other persons and no such agreements are anticipated in the immediate
future.
ITEM 7. Certain Relationships and Related Transactions
The Company has entered into various agreements with related companies to
purchase the distribution rights of breath freshening products.
On October 16, 1998, the Company bought for the sum of $135,590 which
consists of $130,590 and 500,000 shares of its Common Stock equaling
$5,000, the exclusive Canadian distribution rights to Irvine Breath
Products and Gel Cap Breath Freshener product-lines. On October 21, 1998,
the Company bought for the sum of $130,000 the product-line called Cigar
Gone, Coffee Gone and other breath-related products. October 25, 1998, the
Company bought for the sum of $50,000 and 100,000 shares of its Common
Stock, the product-line rights which include the assets, exclusive
distributor rights, and promotional materials of J&D Cigar Company, Ltd.
The Company's officers and directors are subject to the doctrine of
corporate opportunities only insofar as it applies to business opportunities
in which the Company has indicated an interest, either through its proposed
business plan or by way of an express statement of interest contained in the
Company's minutes. If directors are presented with business opportunities
that may conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Director
ITEM 8. Description of Securities
Common Stock
The Company is authorized to issue 50,000,000 shares of Common Stock, par
value $.001 per share, of which 7,800,000 shares were issued and outstanding
as of December 31, 1998 and 7,950,000 as of March 31, 1999 respectively.
All shares of Common Stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share of Common Stock
entitles the holder thereof to (i) one non-cumulative vote for each share
held of record on all matters submitted to a vote of the stockholder
PART II
ITEM 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters
Prior to the filing of this registration statement, no shares of the
Company's Common Stock have been registered with the Securities and Exchange
Commission (the "Commission") or any state securities agency of authority.
The Company's Common Stock is eligible to be traded in the over-the-counter
market upon the filing of this Form 10SB and the clearings and comments
thereto by the Commission.
The ability of an individual shareholder to trade their shares in a
particular state may be subject to various rules and regulations of
that state. A number of states require that an issuer's securities
be registered in their state or appropriately exempted from registration
before the securities are permitted to trade in that state. Presently,
the Company has no plans to register its securities in any particular state.
Further, most likely the Company's shares will be subject to the provisions
of Section
The Commission generally defines penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exception.
Rule 3a51-1 provides that any equity security is considered to be a penny
stock unless that security is: registered and traded on a national securities
exchange meeting specified criteria set by the Commission; authorized for
quotation on the NASDAQ stock Market; issued by a registered investment
company; excluded from the definition on the basis of price
For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such security and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of
a risk disclosure document relating to the penny stock market. A
broker-dealer also must disclose the commissions payable to both the broker
and dealer
As of December 31, 1998 and March 31, 1999 there were 21 and 26 holders
respectfully of record of the Company's Common Stock. Because the Company
does not presently trade, no trading history is presented herein.
As of December 31, 1998 and March 31, 1999, the Company had issued and
outstanding 7,800,000 and 7,978,000 shares respectfully. Of this total,
3,550,000 shares were issued in private transactions in the third and fourth
quarter of 1998. These 3,550,000 shares are deemed "restricted securities"
as defined by the Act and certificates representing such shares bear an
appropriate restrictive legend. The remaining 4,250,000 shares were issue
in December 1998 following the Company's offering pursuant to Regulation 504
Of the Company's total shares outstanding, 4,428,000 shares may be sold,
transferred or otherwise traded in the public market, should one develop,
unless held by an affiliate or controlling shareholder of the Company. Of
these 4,428,000 shares, the Company has identified no shares as being held
by affiliates of the Company.
The 3,550,000 shares considered restricted securities are held presently by
affiliates and/or controlling shareholders of the Company. These shares
may be sold pursuant to Rule 144 in the future, subject to the volume and
other limitations set forth under Rule 144. In general, under Rule 144 as
currently in effect, a person (or persons whose shares are aggregated) who
has beneficially owned restricted shares of the Company for at least one
year, including any person who may be deemed to be an "affiliate
Generally, the shares of restricted stock may not be sold or otherwise
transferred unless first registered under the Act or unless there is an
appropriate exemption from registration available.
Dividend Policy
The Company has not declared or paid cash dividends or made distributions in
the past, and the Company does not anticipate that it will pay cash
dividends or make distributions in the foreseeable future. The Company
currently intends to retain and invest future earnings to finance its
operations.
ITEM 2. Legal Proceedings
There are presently no material pending legal proceedings to which the
Company or any of its subsidiaries in a party or to which any of its
property is subject and, to the best of its knowledge, no such actions
against the Company are contemplated or threatened.
ITEM 3. Changes in and Disagreements with Accountants
There have been no changes in or disagreements with accountants.
ITEM 4. Recent Sales of Unregistered Securities
On December 1998 and March 1999, the Company completed an offering of
its Common Stock pursuant to the provisions of Regulation D, Rule 504 of
the Act. Under the offerings, the Company sold 4,250,000 share to 15 people
for $42,500 in December 1999 and 178,000 shares for $44,500 in March 1999.
This offering was not registered under the Act, or registered or qualified
under the securities laws of any state. All purchasers of the shares
reside outside the United States. The offering of the share
Each purchaser was required to complete and sign a written subscription
Agreement representing that they had read the Disclosure Statement and
that the offering was subject to various risks. Pursuant to Rule 504(b)(1)
of Regulation D, the provisions of Rule 502(c) and (d) shall not apply to
offers and sales made under Rule 504. Generally, Rule 502(d) provides
that: "exempt as provided in Rule 504(b)(1), securities acquired in a
transaction under Regulation D shall have the status of securities acquired
Because the Company's intent and good faith belief was that the offering
qualified under Rule 504(b)(1) of Regulation D, purchasers of the Company's
Common Stock may be permitted to resell their shares without registration
under the Act pursuant to Rule 502(d). As such, certificates representing
these shares do not bear any restrictive legends.
The Company also issued 100,000 shares, of its Common Stock, to two
individual related parties in the asset acquisition of J&D Cigar on October
25, 1998 and 500,000 shares to one individual related party for the
acquisition of the exclusive distribution rights for Canada of Irvine
Breath Products and Gel Caps breath freshener product lines on October
16, 1998. With respect to the issuance of the 600,000 shares, the holders
would be affiliates.
The Company relied on the exemption from registration under the Act provided
by Sections 4(2) and 4(6) of the Act in the issuance of the total of
3,350,000 share issued in the fourth quarter of 1998 said 3,550,000
being all the restricted share issued.
ITEM 5. Indemnification of Directors and Officers
As permitted by the provisions of the Nevada Revised Statutes (the "NRS"),
the Company has the power to indemnify any person made a party to an action,
suit or proceeding by reason of the fact that they are or were a director,
officer, employee or agent of the Company, against expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by
them in connection with any such action, suit or proceeding if they acted
in good faith and in a manner which they reasonably believed
The Company must indemnify a director, officer, employee or agent of the
Company who is successful, on the merits or otherwise, in the defense of
any action, suit or proceeding, or in defense of any claim, issue, or
matter in the proceeding, to which they are a party because they are or
were a director, officer employee or agent of the Company against expenses
actually and reasonably incurred by them in connection with the defense.
The Company may provide to pay the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding as
the expenses are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that they are not entitled
to be indemnified by the Company.
The NRS also permits a corporation to purchase and maintain liability
insurance or make other financial arrangements on behalf of any person
who is or was a director, officer, employee or agent of the Company, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise for any liability asserted against them and liability
and expenses incurred by them in their capacity as a director, officer
Transfer Agent
The Company has designated Holladay Stock Transfer, Inc., 2939 North
67th Place, Scottsdale, Arizona 85251, as its transfer agent.
PART F / S
The Company's financial statements for the fiscal year ended December
31, 1998 and March 31, 1999 have been examined to the extent indicated
in their reports by Jones, Jensen & Company, independent certified public
accountants, and have been prepared in accordance with generally accepted
accounting principles and pursuant to Regulation S-B as promulgated by the
Securities and Exchange Commission and are included herein in response to
Item 15 of this Form 10-SB.
PART III
ITEM 1. Index to Exhibits
The following exhibits are filed with this Registration Statement.
Exhibit Number Exhibit Name
3.1 Article of Incorporation
3.2 By-Laws of Registrant
10.1 Acquisition Agreements
27. Financial Data Schedule
2. Description of Exhibits
10.1(a) October 16, 1998 - Canadian Distribution Agreement
(b) October 21, 1998 - Product Line Acquisitions
Cigar Gone and other related products
(c) October 25, 1998, Product Line Rights
Inventory and other assets of J&D Cigar Company, Ltd.
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly organized.
FRESH BREATH INDUSTRIES, INC.
(Registrant)
Date: _______________ 1999 By:____________________________________
Kenneth Trociuk
President
FILED
IN THE OFFICE OFTHE
SECRETARY OFSTATE OF THE
STATE OF NEVADA
Articles ofIncorporation
for
FRESH BREATH INDUSTRIES~ INC.
DEAN HELLER, SECRETARY OF STATE
Know all men by these presents:
That the undersigned, have this day voluntarily associated ourselves together
for the purpose of forming a corporation under and pursuant to the
provisions of Nevada Revised Statutes 78.010 to Nevada Revised Statutes
78.090 inclusive, as amended, and certify that;
1. The name of the corporation is FRESH BREATH INDUSTRIEES, INC.
2. Offices for the transaction of any business of the corporation, and where
meetings of the board of Directors and Stockholders may be held, may be
established and maintained in any part of the State of Nevada, or in any
other state, territory, or possession of the United States.
3. The nature of the business is to engage in any lawful activity.
4. The capital stock shall consist of:
50,000,000 shares of common stock, $0.001 par value.
5. The members of the goveming board of the corporation shall be styled
directors, of which there shall be one or more, with the exact number
to be fixed by the by-laws of the corporation, provided the number so
fixed by the by-laws may be increased or decreased from time to time.
Directors of the corporation need not be stockholders. The FIRST BOARD
OF DIRECTORS shall consist of TWO director(s) and the names and addresses
are as follows:
(1) JEFF WALTERS, 139 SACKVILLE DRIVE SW, CALGARY, ALBERTA CANADA T2W OW4
(2) DOUG McPHEE, #3 SIERRA VISTA CIRCLE, CALGARY, ALBERTA, CANADA T311 3A6
6. This corporation shall have perpetual existence.
7. This corporation shall have a President , Secretary, a treasurer, and a
resident agent, to be chosen by the
Board of Directors. Any person may hold two or more offices.
8. The Resident Agent of this corporation shall be:
RITE, INC., 1905 S. Eastern Ave., Las Vegas, NV 89104
9. The stock of this corporation, after the fixed consideration thereof has
been paid orperformed, shall not be subject to assessment, and no individual
stockholder shall be liable for the debts and liabilities of the
Corporation. The Articles of Incorporation shall never be amended as to the
aforesaid provisions.
10. No Director or Officer of this Corporation shall be personally liable to
the Corporation or to any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or commission of
any such director or officer provided, however, that the foregoing provision
shall not eliminate or limit the liability of a director or officer for acts
of omissions which involve intentional misconduct, fraud or a knowing
violation of law, or the payment of dividends in violation of Section 78.300
of the Nevada Revised Statutes. Any repeal or modification of this Article
by the Stockholders shall be prospective only, and shall not adversely affect
any limitation on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or modification.
SIGNATURE OF INCORPORATOR:
FOR
FRESH BREATH INDUSTRIES, INC.
1, the undersigned, being the incorporator for the purpose of forming a
corporation pursuant to the general corporation law of the State of Nevada,
do make and file these articles of Incorporation, hereby declaring and
certifying that the facts within stated are true, and accordingly have
hereunto set my hand this 3 1 ST day
Dolores J. Passaretti, 1905 S. Eastern Ave., Las Vegas, NV 89104
State of Nevada )
)SS County of Clark)
On the 31 1999, personally known to me to be the person whose
names are subscribed to the within ument and ac ed to me that they executed
the same in their
authorized capacity.
'Signattie
NOTARY PUBLIC
STATE OF NEVADA
County ot Clark
NOAL D. FARMER
Expires July 8 2000
BY-LAWS
OF
FRESH BREATH INDUSTRIES, INC.
A NEVADA CORPORATION
ARTICLE ONE
OFFICES
Section 1. 1. Registered Office - The registered office of this corporation
shall be in the County of CLARK State of Nevada.
Section 1.2. Other Offices - The corporation may also have offices at such
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation
may require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 2. 1. Place - All annual meetings of the stockholders shall be held
at the registered office of the corporation or at such other place within or
without the State of Nevada as the directors shall deterniine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting,
or in a duly executed waiver of notice thereof
Section 2.2. Annual Meetings Annual meetings of the stockholders,commencing
with the year 1999 shall be held on the 15th- day of AUGUST each year if
not a legal holiday and, if a legal holiday, then on the next secular day
following, or at such other time as may be set by the Board of Directors
from time to time, at which the stockholders shall elect by vote a Board
of Directors and transact such other business as may properly be brought
before the meeting
C) 01
Section 2.3. Special Mee!iUs - Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary
by resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of
the corporation issued and outstanding and entitled to vote. Such request
shall state the purpose of the proposed meeting.
Section 2.4. Notices of Meeting - Notices of meetinas shall be in writing
and signed by the President or a Vice-President or the Secretary or an
Assistant Secretary or by such other person or persons as the directors
shall designate. Such notice shall state the purpose or purposes for which
the meeting is called and the time and the place, which may be within or
without this State, where it is to be held. A copy of such notice
shall be either delivered personally to or shall be mailed, postage prepaid,
to each stockholder of record entitled to vote at such meeting not less than
ten nor more than sixty days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears upon the records of
the corporation and upon such mailing of any such notice, the service
thereof shall be complete and the time of the notice shall being to run from
the date upon which such notice is deposited in the mail for transmission to
such stockholder. Personal delivery of any such notice to any officer of a
corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery of such
notice of and prior to the holding of the meeting it shall not be necessary
to deliver or mail notice of the meeting to the transferee.
Section 2.5. Purpose of Meeting - Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.
Section 2.6. Ouor-u - The holders of a majority of the stock issued and
outstandincy and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute or by
the Articles of Incorporation. If, however. such quorum shall not be present
or represented at any meeting, of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall
have power to adjourn the meeting from time to time, without announcement
at the meetincy, until a quorum shall be present or represented. Aed, then
by the presiding officer of the meeting
C~ C11
Section 2. 10. Written Consent in Lieu of Meqiqg - Any action which may be
taken by the vote of the stockholders at a meeting may be taken without a
meeting if authorized by the written consent of stockholders holding at
least a majority of the voting power, unless the provisions of the statutes
or of the Articles of Incorporation require a greater proportion of voting
power to authorize such action in which case such greater proportion of
written consents shall be required.
IM
ARTICLE THREE
DIRECTORS
Articles of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such
Section 2.8. Share Votin.a - Each stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for each share
of stock standing 'in his name on the books of the corporation. Upon the
demand of any stockholder, the vote for directors and the vote upon any
question before the meeting shall be by ballot.
Section 2.9. RLoxy - At any meeting of the stockholders any stockholder may
be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate
two or more persons to act as proxies, a majority of such persons present
at the meeting, or, if only one shall be present, then that one shall have
and may exercise all of the powers conferred by such written instrument upon
all of the persons so designated unless the instrument shall provide. No
proxy or power of attorney to vote shall be used to vote at a meeting of
the stockholders unless it shall have been filed with the secretary of the
meeting when required by the inspectors of election. All questions regarding
the qualification of voters, the validity of proxies and the acceptance or
rejection of votes shall be decided by the inspectors of election who shall
be appointed by the Board of Directors, or if not so appointed, then by the
presiding officer of the meeting with any other officer. Such removal shall
be effective immediately, even if successors are not elneously and the
vacancies on the Board of Directors resulting therefrom shall be filled only
by the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in
case of the death, resionation or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail
at any annual or special meeting of stockholders at which any director or
directors are elected to elect the full authorized number of directors to be
voted for at that meeting.
The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future
time, the Board or the stockholders shall have power to elect a successor
to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. 1. Place - Reaular meetin-s of the Board of Directors shall
be held at any place within or without the State which has been designated
from time to time by resolution of the Board or by written consent of all
members of the Board. In the absence of such designation regular meetings
shall be held at the registered office of the corporation. Special meetings
of the Board may be held either at a place so designated or at the
registered office.
Section 4.2. First Meeting - The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the meeting
of stockholders and at the place thereof No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so held,
the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board of
Directors.
Section 4.3. Regular Me~ - Regular meetings of the Board of Directors may be
held without call or notice at such time and at such place as shall from time
to time be fixed and determined by the Board of Directors.
Section 4.4. Special Meetings - Special Meetings of the Board of Directors
may be called by the Chairman or the President or by any Vice-President or
by any two directors.
Written notice of the time and place of special meetings shall be delivered
personally to each director, or sent to each director by mail or by other
form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or is not readily ascertainable,
at the place in which the meetings of the directors are regularly held.
In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company at lease for
hours prior to the time of the holding of the meeting. In case such notice
is delivered as above provided, it shall be so delivered at lease twenty-four
(24) hours prior to the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal and personal
notice to such director.
Section 4.5. Notice - Notice of the time and place of holding an adjourned
meeting need not be given to the absent directors if the time and place be
fixed at the meeting adiourned.
Section 4.6. Waiver - The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid
as though had at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to
holdinc, such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or
of the minutes of the meeting
Section 4.7. Quoru - A majority of the authorized number of directors shall
be necessary to constitute a quorum for the transaction of business, except
to adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meetin duly held at which a quorum
is present shall be regarded as the act of the Board of Directors, unless a
greater number be required by law or by the Articles of Incorporation. Any
action of a majority, although not at a regularly caUed meeting, and the
record thereof, if assented to in writing by all of the other members of
the Board shall be as valid and effective in all respects as if passed by
the Board in regular meeting
Section 4.8. Adjournment - A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the directors
present at any directors meeting, either regular or special, may adjourn
from time to time until the time fixed for the next reaular meetino of the
Board.
ARTICLE FIVE
COMMITTEES OF DIRECTORS
Section 5. 1. Power to Designat - The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees
of the Board of Directors, each conuriittee to consist of one or more of the
directors of the corporation which, to the extent provided in the
resolution, shall have and may exercise the power of the Board of Directors
in the management of the business and affairs of the corporation and may
have power to authorize the seal of the corporation to be affixed to
hich may require it. Such coninuittee or committees shall have such name or
names as may be determined from time to time by the Board of Directors. The
members of any such committee present at any meeting and not disqualified
from voting may, whether or not they constitute a quorum, unanimously
appoint another member of the Board of Directors to act at the meeting in
the place of any absent or disqualified member. At meetings of such
committees, a majority of the members or alternate members shall constitut
r the transaction of business, and the act of a majority of the members or
alternate members at any meeting at which there is a quorum shall be the act
of the committee.
Section 5.2. Regular Minutes - The cornmittees shall keep regular minutes
of their proceedings and report the same to the Board of Directors.
0
Section 5.3. Written Consent - Any action requir such meeting, the proceedin
may be ratified and approved and rendered likewise valid and the irregularity
or defect therein waived by a writing signed by all parties having the right
to vote at such meeting; and such consent or approval of stockholders may be
by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Section 7.3. Waiver of Notice - Whenever any notice whatever is required to
be given under the provisions of the statutes, of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, slianed
by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.
ARTICLE EIGHT
OFFICERS
Section 8. 1. Appointment of Officers - The officers of the corporation
shall be chosen by the Board of Directors and s and compensation for attending
committee meetings.
ARTICLE SEVEN
NOTICES
Section 7. 1. Notice - Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders
at their addresse's" appearing on the books of the corporation. Notice by
mail shall be deemed to be given at the time when the same shall be mailed.
Notice to directors may also be given by tele-ram.
Section 7.2. Consent - Whenever all parties entitled to vote at any meeting,
whether of directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meetin- and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if had at a meeting regularly called and noticed, and
at such meeting any business may be transacted which is not excepted from
the written consent or to the consideration of which no objection for want
of notice is made at the time, and if any meeting be irregular for want of
notice or of such consent, provided a quorum was present at such meeting,
the proceeding nation, removal or otherwise shall be filled by the Board of
Directors.
Section 8.6. Chairman of the Board - The Chairman of the Board shall
preside at meetin-s of the stockholders and the Board of Directors, and
shall see that all orders and resolutions of the Board of Directors are
carried into effect.
Section 8.7. Vice-Chairman - The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise
the powers of the Chairman of the Board and shall perform such other duties
as the Board of Directors may from time to time prescribe.
Section 8.8. President - The President shall be the chief executive officer
of the corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution
thereof shall be expressly designated by the Board of Directors to some
other officer or agent of the corporation.
Section 8.9. Vice-President - The Vice-President shall act under the
direction of the President and in the absence or disability of the
President shall perform the duties and exercise the powers of the
President. They shall perform such other duties and have such other powers
as the President or the Board of Directors may from time to time prescribe.
The Board of Directors may designate one or more Executive VicePresidents
or may otherwise specify the order of seniority of the Vice-Presidents. The
duties a the President shall descend to the Vice-Presidents in such specified
order of seniority.
Section 8.10. Secret - The Secret shall act under the direction of the
President. Subject to the direction of the President he shall attend an
meetings of the Board of Directors and all meetinas of the stockholders
and record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of
all meetinas of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Presidebt of Board of Directors.
Section 8.11. Assistant Secretaries - The Assistant Secretaries shall act
under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall,
in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary. They shall perform such other duties
and have such other powers as the President or the Board of Directors may
from time to time prescribe.
Section 8.12. Treasurer - The Treasurer shall act under the direction of the
President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation
and shall deposit all monies and other valuable effects in the name and to
the credit of the corporation in such depositories as may be designated by
the Board of Directors. He shall disburse the funds of the comay be ordered
by the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors
, at its regular meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial condition
of the corporation.
Section 8.13. Suret - If required by the Board of Directors, he shall give
the corporation a bond in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration to the corporation, in
case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
Section 8.14. Assistant Treasurer - The Assistant Treasurer in the order of
their seniority, unless otherwise determined by the President or the Board
of Directors, shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer. They shall perform such
other duties and have such other powers as the President or the Board of
Directors may from time to time prescribe.
ARTICLE NINE
CERTIFICATES OF STOCK
Section 9. 1. Share Certificates - Every stockholder shall be entitled to
have a certificate si-ned by the President or a Vice-President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation, certifying the number of shares owned by him
in the corporation. If the corporation shall be authorized to issue more
than once class of stock or more than one series of any class, the
designations, preferences and relative, participating, optional or other
special various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rlcrhts, shall be set forth in full or
sun-imarized on the face or back of the certificate which the corporation
shall issue to represent such stock.
Section 9.2. Transfer Agents - If a certificate is signed (a) by a transfer
agent other than the corporation or its employees or (b) by a registrar
other than the corporation or its employees, the signatures of the officers
of the corporation may be facsimiles. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall cease to
be such officer before such certificate is issued, such certificate may be
issued with the same effect as though the person had not officer. The seal
of the corporation, or a facsimi-le thereof, may, but need not be, affixed
to certificates of stock.
Section 9.3. Lost or Stolen Certificates - The Board of Directors may direct
a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been
lost or destroyed upon the making of an affidavit o that fact by the person
claiming teof, or to receive payment of such dividend, or to receiv
ent of ri-hts, or to exercise such rights, or to give such consent, as
the case may be, notwithstanding any transfer of any stock on the books
of the corporation after any such record date fixed as aforesaid.
Section 9.6. Shareholders Record - The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be
the exclusive owner for all purposes including voting, and dividends, and
the corporation shall not be bouthe certificate alleged to have been lost
or destroyed.
Section 9.4. Share Transfers - Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that
all provisions of the laws and regulations applicable to the corporation
regarding transfer and ownership of shares have been complied with, to issue
a new certificate to the person entitled thereto, cancel the and record the
transaction upon its books.
Section 9.5. Voting Shareholder - The Board of Directors may fix in advance
a date not exceeding sixty (60) days nor less than ten (10) days preceding
the date of any meetin g of stockholders, or the date for the payment of
any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or
a datethey are incurred
e of the final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately deterriiined by a court of competent jurisdiction that he
is not entitled to be indemnified by the corporation. Such right of
indemnification shall be a contract right which may be enforced in any
manner desired by such person. Such right of indemnification shall not be
exclusive of any other right which such directors, officers or rep
may have or hereafter acquire and, without limiting the generality of such
statement, they shall be entcorporate seal, as may from time to time be.
determined by resolution of the Board of Directors. If a corporate seal
is adopted, it shall have
inscribed thereon the name of the Corporation and the words "Corporate
Seals" and "Nevada". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
ARTICLE ELEVEN
INDEMNMCATION
Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceeding-, whether civil,
criminal, administrative or investigative, by reason of the fact that
he or a person of whom he is the legal representative is or was a director
or officer of the corporation or is or was serving at the request of the
corporation or for its benefit as a director or officer of another
corporation, or as its representative in a partnership, joint venture,
trust or other hall be indemnified and held harmless to the fullest extent
legally permissible under the General Corporation Law of the State of
Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines and amounts paid or to be paid
in settlement) reasonably incurred or suffered by him in connection
therewith. The expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by the
corporation as they mend these Bylaws, including Bylaws adopted by the
stockholders, but the stockholders may from time to time specify particular
provision of the Bylaws which shall not be amended by the Board of
Directors.
October APPROVED AND ADOPTED this 28th day of
'1998
Secretary
Y~
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of FRESH 13RFATH INDUSTRIES INC. and
that the foreaoing Bylaws, consisting of
- - - pages, constitute the code of
Bylaws of FRESH BREATH INDUSTRIES- INC-, as duly adopted at a regular meeting of
the Board of Directors of the corporation held Ortaher 28 1998
IN WITNESS WBEREOF, I have hereunto subscribed my name this
28th day of Ortohpr .
Secretary
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