NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
To the Shareholders of Fresh Breath Industries, Inc.:
Notice is hereby given that a Special Meeting of the Shareholders of Fresh
Breath Industries Inc., a Nevada corporation, (the Company) will be held at
Suite 210-195 West 2nd, Vancouver, British Columbia, V5Y1B8 on December 11, 2000
at 10:00 a.m. for the following purposes:
I. To reverse the present common stock outstanding 11,858,900 on a one for
ten basis (1:10) or 1,185,890 shares outstanding.
II. To ratify an Agreement and Plan of Reorganization to acquire Advanced
Interactive, Inc., a Nevada corporation, in exchange for 20,800,000 shares of
common stock and 3,500,000 options to purchase stock at $.055 per share.
III. To amend Article I of the Articles of Incorporation changing the
corporate name to:
Advanced Interactive, Inc.
IV. To elect directors for the ensuing year to serve until the next Special
Meeting of Shareholders or until their successors are duly qualified. The
present Board of Directors of the Company has nominated and recommends FOR the
election the following persons:
Karim Lakhani
Herb Shapiro
Catherine Edwards
V. To transact such other business as may be properly brought before the
Special Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business September 30, 2000
as the record date of determination of shareholders entitled to notice of and to
vote at the Special Meeting. A list of such shareholders shall be open to the
examination of any shareholder at the Special Meeting and for a period of ten
days prior to the date of the Special Meeting at the offices of Fresh Breath
Industries, Inc.
Accompanying this is a Proxy. Whether or not you expect to be at the
Special Meeting, please sign and date the enclosed Proxy and return it promptly.
If you plan to attend the Special Meeting and wish to vote your shares
personally, you may do so at any time before the Proxy is voted.
A copy of the Companys Form 10-SB for the Fiscal Year ended December 31,
1999, and the Companys 10-QSB as of September 30, 2000, filed with the
Securities and Exchange Commission, is available to shareholders upon request.
All shareholders are cordially invited to attend the meeting.
By Order of the Board of Directors
Catherine Edwards
Secretary
November 6, 2000
Vancouver, British Columbia, Canada
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
Vancouver, British Columbia
November 6, 2000
The Board of Directors of Fresh Breath Industries, Inc., a Nevada
corporation (the Company or FBI) is soliciting the enclosed Proxy for use
at the Special Meeting of Shareholders of the Company to be held on December 11,
2000 (the Special Meeting), and any adjournments thereof. The Company intends
to mail this Proxy Statement and accompanying proxy card on or about November 6,
2000 to all the shareholders entitled to vote at the Special Meeting.
Unless contrary instructions are indicated on the Proxy, all shares
represented by valid Proxies received pursuant to this solicitation (and not
revoked before they are voted) will be voted FOR the proposed ten to one reverse
split, FOR The ratification of the Agreement and Plan of Reorganization and the
issuance of the shares thereto, FOR the amendment to the Articles of
Incorporation to change the corporate name to ADVANCED INTERACTIVE, INC., FOR
the election of the four nominees for directors named hereto for in said Notice
and Attend to any other business which maybe properly come before the Special
Meeting and be submitted to a vote of the shareholders.
A Proxy many be revoked by written notice to the Secretary of the Company
at any time prior to the Special Meeting, by executing a later Proxy or by
attending the Annul Meeting and voting in person.
The Company will bear the cost of solicitation of Proxies. In addition to
the use of mails, Proxies may be solicited by personal interview, telephone, or
telegraph, by officers, directors, and other employees of the Company.
The Companys mailing address is Suite 210-195 W. 2nd Ave, Vancouver,
British Columbia V5Y1B8, which is the address of the Companys offices.
VOTING
Shareholders at the close of business on September 30, 2000 (the Record
Date) will be entitled to notice of and to vote at the Special Meeting or any
adjournments thereof.
As of September 30, 2000, 11,858,900 shares of common stock, par value
$.001, of the Company (Common Stock) were outstanding, representing the only
voting securities of the Company. Each share of Common Stock is entitled to one
vote.
Votes cast by Proxy or in person at the Special meeting will be counted by
the person appointed by the Company to act as Inspector of Election for the
Special Meeting. The Inspector of Election will treat shares represented by
Proxies that reflect abstentions or include broker non-votes do not constitute a
vote FOR or AGAINST any matter and thus will be disregarded in the calculation
of votes cast. Any unmarked Proxies, including those submitted by brokers or
nominees, will be voted FOR the nominees of the Board of Directors and FOR the
nominee as independent accountants, as indicated in the accompanying Proxy card.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Companys Common Stock as of September 30, 2000, by (I) each of
the Companys named executive officers and directors, (II) the Companys named
executive officers and directors as a group and (III) each person (or group
affiliated persons) who is known by the Company to own beneficially more that 5%
of the Companys Common Stock.
The business address is the same as that of the Company unless otherwise
indicated.
For purposes of this Proxy Statement, beneficial ownership of securities is
defined in accordance with the rules of the Securities and Exchange Commission
with respect to securities, regardless of any economic interests therein. Except
as otherwise indicated, the Company believes that the beneficial owners of the
securities listed below have sole investment and voting power with respect to
such shares, subject to community property laws where applicable. Unless
otherwise indicated, the business address for each of the individuals listed
below.
------------------------ --------------------------
Officers and Directors Number of Shares Percent (1)
Beneficially Owned
--------------------------------------------------- ---------------------------
--------------------------------------------------- ---------------------------
Jeff Walters 1,050,000 9%
President
139 Sackville, SW Calgary Alberta
Canada T2W0W4
--------------------------------------------------- ---------------------------
--------------------------------------------------- ---------------------------
Ken Trociuk 1,000,000 8%
CEO/Director
Ste. 910-510 Burrard St., Vancouver
Canada V6C3A8
--------------------------------------------------- ---------------------------
--------------------------------------------------- ----------------------------
Catherine Edwards 3,900,000 33%
Secretary
4027 West 31 Ave. Vancouver
Canada V6S1Y7
--------------------------------------------------- ---------------------------
Management as a Group 5,9500,000 50%
Other 5% holders
--------------------------------------------------- ---------------------------
Irvine Breath Products 605,000 5%
1888 Technology Dr. Suite a&B
Irvine, CA 92618
--------------------------------------------------- ---------------------------
(1) Based on 11,858,900 shares of common stock outstanding as of
September 20, 2000
PROPOSAL I
REVERSE SPLIT OF EXISTING SHARES
The Board of Directors recommended that all of the common shares
outstanding, 11,858,900 shares shall be reversed on a one for ten basis.
11,858,900 will become 1,185,890. This is a condition precedent to the
hereinafter proposals. Management recommends FOR the reverse.
PROPOSAL II
RATIFICATION TO AGREEMENT & PLAN OF REORGANIZATION
The Board of Directors recommends that the shareholders ratify an Agreement
and Plan of Reorganization to acquire all of the assets subject to liabilities
of Advanced Interactive, Inc., in exchange for 20,800,000 shares of the
authorized but unissued $.001 par value common stock.
Advanced Interactive, Inc., (AII) is poised to become a significant force
in the broadband convergence market. AII is responding to todays insatiable
demand for increased bandwidth, speed and interactivity with a uniquely valuable
portfolio or core patents and technology solutions which provide integrated,
interactive broadband access to: manufactures of TVs, set-top boxes (STBs),
VCRs, and PCs; cable and satellite television system companies; content
providers in the field of interactive television (ITV); and broadband hardware
and software providers.
Their activities are:
1. Researching and patenting new technologies which support products,
services and applications in the area of PC/TV convergence;
2. Negotiating resolutions with companies which the Company believes have
been using and benefiting from AII interactive TV (ITV) technologies (process
initiated in September, 1997); Our technologies cover ITV activities over a wide
range of broadcast delivery media (satellite, cable, wireless, MMDS, and LMDS);
and
3. Planning and obtaining partners for its SchoolWeb project which will use
the Companys Linux-based systems to provide multi-media and high speed
Internet-based educational services to schools via broadcasting technologies;
and
4. Providing technologies to cable companies that allow very high speed
(27Mb/sec) communication to and from their subscribers.
Management recommends FOR the acquisition.
PROPOSAL III
AMENDMENT TO ARTICLES OF INCORPORATION
Based on the approval of Proposal 2q and 2 the Board of Directors recommend
FOR vote to Amend the Articles of Incorporation NAME, changing the corporate
name to:
ADVANCED INTERACTIVE, INC.
Management further recommends the amendment.
PROPOSAL IV
ELECTION OF DIRECTORS
The Board of Directors of the Company has nominated and recommend FOR
election as directors four persons names below, one of whom is currently serving
as director of the Company. The enclosed Proxy will be voted FOR the persons
nominated unless otherwise indicated. If any of the nominees should be unable to
server and should decline to so do, the discretionary authority provided in the
Proxy will be exercised by the present Board of Directors to vote foe a
substitute ot substitutes to be designated by the Board of Directors. The Board
of Directors has no reason to believe that any substitute nominee or nominees
will be required.
Each shareholder may cast one vote for each share held by him multiplied by
the number of directors to be elected, but may not cast more votes than the
number of shares owned for any candidate and therefore a simple majority of the
shares represented and voting will elect all of the directors. The candidates
receiving the highest number of votes, up to the number of directors to be
elected, will be elected.
The Proxy may not be voted for more that four persons.
INFORMATION REGARDING NOMINEES
The information set forth below as to each nominee for Director has been
furnished to the Company by the respective nominees.
Karim Lakhani is the co-founder of AII Multimedia Corp. He holds a Bachelor
of Applied Science in Electrical Engineering from the University of British
Columbia. From 1993 to 1996, Mr. Lakhani was Vice President of Electronic
Cottage International, Inc. During this period he developed News Archival and
Retrieval system as well as the internet based US Senate Proceedings Multimedia
Archiving and Retrieval system. As President of Orion Technologies, Inc., from
June 1996 to June 1997 he directed the development of a secure network for
electronic commerce and banking for 79 banks in 33 countries in Asia Pacific. In
addition, Mr. Lakhani has marketed technologies to giants such as McDonnel
Douglas, Groupe Videotron, Raytheon, and Samsung. Mr. Lakhani provides ingenuity
and innovation in creating new AII technologies.
Herb Shapiro has 26 years of experience as a patent attorney at AT&T Bell
Laboratories. During this time, he wrote many of the pioneering patents for
semi-conductors. Over his career he has filed about 1,000 patents with virtually
100% issuance rate, Mr. Shapiro is a co-founder of Invention Machine
Corporation, a successful Boston based software company. His undergraduate and
graduate training in physics at Tufts and Boston Universities, extensive courses
in electronics at Northeastern University, Newark College of Engineering and at
Bell Labs earn his respect from engineers and scientists.
Catherine Edwards, has worked in the medical profession for ten years, and
manages commercial real estate. She has run her own business for 10 years. (A
cattle ranch and a retail wholesale business) She has been involved in financing
for public companies Ms. Edwards has a College Business Diploma and a Bachelor
of Science from University of British Columbia.
RECOMMENDATON OF THE BOARD OF DIRECTORS
The Board of Directors recommends that shareholders vote FOR the slate of
nominees set forth above. Proxies solicited by the Board of Directors will be so
voted unless shareholders specify otherwise on the accompanying Proxy.
PROPOSAL V
OTHER MATTERS
The Board of Directors does not know of any other matter to be presented at
the Special Meeting which is not listed on the Notice of the Special Meeting and
discussed above. If other matters should properly come before the meeting;
however, the persons names in the accompanying Proxy will vote Proxies in
accordance with their best judgement.
The Companys Form 10-KSB for the fiscal year ended December 31, 1999 was
filed with the Securities and Exchange Commission in June 2, 2000. Additional
information is available to beneficial owners of Common Stock of the Company on
the record date for the Special Meeting of Shareholders.
A copy of the Companys Form 10-KSB/A and 10Q will be furnished without
charge upon receipt of a written request identifying the person so requesting a
report as a shareholder of the Company at such date. Requests should be directed
to the Director of Shareholder relations.
ALL SHARESHOLDERS ARE URGED TO COMPLETE, SIGN AND RETURN THE ACCOMPANYING
PROXY IN THE EXCLOSED ENVELOPE
BY ORDER OF THE BOARD OF DIRECTORS
Catherine Edwards
Secretary
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 11, 2000
The undersigned hereby appoint Catherine Edwards and each and any of them.
As true and lawful agents and proxies with full power of substitution in each,
to represent the undersigned in all matters coming before the Special Meeting of
Shareholders of Fresh Breath Industries, Inc., to be held at the office of the
Company, 210-195 West 2nd, Vancouver, British Columbia V5Y1B8 at 10:00 AM
Pacific Time, on Monday December 11, 2000, and any adjournments thereof, and to
vote as follows:
1. APPROVAL FOR A ONE FOR TEN REVERSE SPLIT of the 11,858,900 shares to
1,185,890 outstanding.
FOR:____ AGAINST:____ ABSTAINED:____
2. RATIFICATION OF AN AGREEMENT & PLAN OF REORGANIZATION to acquire 100% of
the stock of Advanced Interactive, Inc., a Nevada corporation, in exchange for
20,800,000 shares of authorized and unissued common stock. Stock will bear a
restrictive legend.
FOR:____ AGAINST:____ ABSTAINED:____
3. TO AMEND ARTICLE I OF THE ARTICLES OF INCORPORATION to change the
corporate name to: ADVANCED INTERACTIVE, INC.
FOR:____ AGAINST:____ ABSTAINED:____
4. ELECTION OF DIRECTORS
Nominees: Karim Lakhani, Herb Shapiro, Catherine Edwards.
_____ VOTE FOR all nominees listed above.
_____ VOTE WITHHELD from all nominees listed above.
5. OTHER MATTERS In their discretion, to vote with respect to any other
matters that may come before the Meeting or any adjournment thereof, including
matters incident to its conduct
FOR:____ AGAINST:____ ABSTAINED:____
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER SPECIFIED
ABOVE BY THE SHAREHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS ARE NOT GIVEN,
THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEMS 1 AND 3.
PROXY NUMBER NUMBER OF SHARES
______________________________ ____________________________
PLEASE SIGN EXACTLY AS NAME
APPEARS BELOW
_____________________________
DATED
_________________________________
Signature
_________________________________
Signature
Joint owners should each sign. Attorneys- in-fact, administrators,
custodians, partners, or corporation officers should give full titles
PLEASE DATE, SIGN, AND RETURN THE ENCLOSED ENVELOPE PROMPLY.
