UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 12, 2000
FRESH BREATH INDUSTRIES, INC.
(Name of Registrant)
Nevada 0-30180 88-0404404
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
210-195 West 2nd Ave., Vancouver, BC V5Y1B8
(Address of principle executive offices)
Registrant's telephone number, including area code (604) 685-4011
Fresh Breath Industries, Inc., 7-2316 27th Ave. NE, Calgary Alberta Canada
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
As of December 13, 2000 -the shareholders of Advanced Interactive, Inc.,
became control shareholders of combined Fresh Breath Industries, Inc., and
Advanced Interactive, Inc. See Item 5
Item 2. Acquisition or Disposition of Assets
A- On November 2, 2000 the Company entered into a Letter of Intent with
Advanced Interactive, Inc., a Nevada corporation, and on November 10, 2000
signed an Acquisition and Plan of Reorganization whereby the Company would
acquire the Advanced Interactive, Inc., assets subject to the liabilities in
exchange for twenty million eight hundred thousand (20,800,000) shares of
authorized but unissued $.001 par value common stock. The ratification of the
acquisition is subject to shareholder approval. Said meeting was held December
11, 2000 and the exchange was ratified.
Item 3. Bankruptcy of Receivership
No events to report.
Item 4. Changes in Registrant's Certifying Accountant
At the shareholders meeting, the company appointed Pannell, Kerr, and
Forster located at 400 South Hope Street, Suite 710, Los Angeles, CA 90071, as
the companies on going CPAs. The former CPAs, HJ and Associates, LLC., had no
objection to the change.
Item 5. Other Matters
At a Special Meeting of the Shareholders held December 11, 2000 approved
the authorized the following acts:
I- Approved a ten for I (10: 1) reverse split of the outstanding $. 001 par
value common stock. Reducing 11,858,900 shares to 1,185,890 without a
change in par value. 1
2- Ratify an Acquisition and Plan of Reorganization to acquire one hundred
percent (100%) of the outstanding common stock of Advanced Interactive,
Inc., a Nevada corporation, in exchange for 20,800,000 shares of the
Company's post split converted stock. All of the shares would be subject to
an investment legend.
3- Approve an amendment to the Articles of Incorporation changing the
corporate name to:
Advanced Interactive, Inc.
4- Elected director to serve until the next Annual Meeting or until the
successors are duly qualified. The directors elected were:
Karim Lakhani
Herb Shapiro
Catherine Edwards
Item 6. Change in Registrant's Directors
At a Special Meeting of shareholders the following persons were elected:
Karim Lakhani
Herb Shapiro
Catherine Edwards
The directors were duly qualified and agreed to serve for one year or until the
next Annual Meeting of Shareholders or until their successors are duly
qualified.
Item 7. Financial Statements
None.
Exhibits
Item 2 - A Letter of Intent
Item 2 - B Acquisition Agreement and Plan of reorganization
* Item 5 Notice of Special Meeting and Proxy
*previously filed
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned hereinto duly authorized.
Fresh Breath Industries, Inc.
/S/ Catherine Edwards
Catherine Edwards, Secretary
December 26, 2000
