UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C., 20549
                                  FORM 10-Q SB
     (X)  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE  SECURITIES
EXCHANGE ACT OF 1934

                  For the quarterly report ended June 30, 2000
                                       or
     ( )  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
EXCHANGE ACT OF 1934

                  For the transition period from to ___________

                        Commission File number 000-30180

                          FRESH BREATH INDUSTRIES, INC.
   (Exact name of small business issuer as registrant as specified in charter)

         Nevada                                          88-0404404
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification No.)

                 Suite 210, 195 2nd Ave., Vancouver, BC V5Y1B8
                     (Address of principal executive office)

          Registrants telephone no., including area code (403) 259-6838

     Check whether the registrant (1) has filed all reports required to be filed
by  Section  13 or 15(d)  of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for such shorter period that the registrant was required
to file such  reports),  Yes [X] No [ ] and (2) has been  subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuers  classes of
common stock, as of the last practicable date.

        Class                              Outstanding as of June 30, 2000
Common Stock, $0.01                                8,748,000




                                TABLE OF CONTENTS

Heading                                                                 Page

Item 1.                    Consolidated Financial Statements              3

                           Consolidated Balance Sheets June 30, 2000
                              And June 30, 1999                           4

                           Consolidated Statements of Operations  six months
                              Ended June 30, 2000 and 1999                5

                           Consolidated Statements of Stockholders Equity 6

                           Consolidated Statements of Cash Flows  six months
                                Ended June 30, 2000 and 1999              8

                           Notes to Consolidated Financial Statements   11 - 13

Item 2.                    Managements Discussion and Analysis and
                                Result of Operations                      14

                           PART II. OTHER INFORMATION

Item 1.                    Legal Proceedings                              15

Item 2.                    Changes in Security                            15

Item 3.                    Defaults Upon Senior Securities                15

Item 4.                    Submission of Matter to a Vote of
                               Securities Holders                         15

Item 5.                    Other Information                              16

Item 6.                    Exhibits and Reports of Form 8-K               16

                           Signatures                                     17




                                     PART 1

Item 1.           Financial Statement

     The following unaudited Financial  Statements for the period ended June 301
2000 have been prepared by the Company.

                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       June 30, 2000 and December 31, 1999




                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS

                                             June 30,            December 31,
                                               2000                1999
                                          (Unaudited)
CURRENT ASSETS
   Cash                                  $     301              $   2,581

     Total Current Assets                      301                  2,581

FIXED ASSETS (NET)(Note 6)                   4,178                  4,606

     TOTAL ASSETS                        $   4,479              $   7,187


                 LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                       $   2,601             $   1,801
   Notes payable - related parties (Note 5) 134,440               134,440
   Accrued interest                          20,166                13,445

     Total Current Liabilities              157,207               149,686

     Total Liabilities                      157,207               149,686

STOCKHOLDERS EQUITY (DEFICIT)

   Common stock, $0.001 par value,
   authorized 50,000,000
   shares; 8,748,000 shares
   issued and outstanding                    8,748                 8,748
   Additional paid-in capital              298,146               298,146
   Stock subscription receivable             (15)                   (15)
   Deficit accumulated
   during the development stage           (459,607)             (449,378)
   Total Stockholders  Equity (Deficit)   (152,728)             (142,499)

     TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)                          $   4,479             $   7,187



                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

                                                     For the Six Months Ended
                                                            June 30,
                                                    2000              1999

REVENUE                                      $         -       $        -
OPERATING EXPENSES

   Depreciation and amortization
    expenses                                              428              498
   Professional services                                2,337           21,136
   General and administrative                             742          231,844

     Total Operating Expenses                           3,507          253,478

LOSS FROM OPERATIONS                                   (3,507)        (253,478)

OTHER EXPENSES

   Loss on inventory discontinuation                   -                -
   Interest expense                                    (6,722)          -
     Total Other Expenses                              (6,722)          -

NET LOSS                                     $        (10,229) $      (253,478)

BASIC LOSS PER SHARE                         $          (0.00) $         (0.03)

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                 8,748,000        8,005,331



                                                For the Three Months Ended
                                                         June 30,
                                                    2000            1999

REVENUE                                      $         -       $     -

OPERATING EXPENSES

   Depreciation and amortization
    expenses                                        214               249
   Professional services                          2,337             5,284
   General and administrative                        30           168,796

     Total Operating Expenses                     2,581           174,329

LOSS FROM OPERATIONS                             (2,581)         (174,329)

OTHER EXPENSES

   Loss on inventory discontinuation                 -                 -
   Interest expense                              (3,361)               -

     Total Other Expenses                        (3,361)               -

NET LOSS                                  $      (5,942)    $   (174,329)

BASIC LOSS PER SHARE                      $      (0.00)     $      (0.02)

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                            8,748,000         8,198,449




                                        From Inception
                                        On September 1
                                        1998 through
                                        June 30
                                        2000

Revenues                        $       -

Operating Expenses

Depreciation and Amortization           289,470
Professional services                    32,226
Genral and administrative                77,904

Total Operating Expenses                399,600

Loss From Operations                   (399,600)

Other Expenses
Loss on  inventory
discontinuation                         (30,967)
Interest Expense                        (29,040)

Total Other Expenses                    (60,007)

Net Loss                             $ (459,607)

Basic Loss Per Share                       -

Weighted Average Number of
Shares Outstanding                         -






                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)
                  Statements of Stockholders Equity (Deficit)

                                                      Commom Stock
                                                 Shares            Amount
    From inception of development
     stage, August 31, 1998                         -       $          -

    September 15, 1998, common
     stock issued for cash at $0.01
     per share                                     400,000                400
    September 15, 1998, common
     stock issued for services at
     $0.01 per share                             2,550,000              2,550

    November 15, 1998, common
     stock issued for services at
     $0.01 per share                               600,000                600

    December 1, 1998, common
     stock issued for cash at
     $0.01 per share                             4,250,000              4,250

    Net loss for the year ended
     December 31, 1998                              -                  -

    Balance, December 31, 1998                   7,800,000              7,800

    February 10, 1999, common
     stock issued for conversion
     of debt at $0.17 per share                    100,000                100

    Receipt of subscription
     receivable                                     -                  -
    March 15, 1999, common
     stock issued for cash at
     $0.25 per share                               186,000                186

    April 29, 1999, common stock
     issued for conversion of debt
     at $0.25 per share                            662,000                662

    Net loss for the year ended
     December 31, 1999                              -                  -

    Balance, December 31, 1999                   8,748,000  $           8,748



                                                Additional      Stock
                                                Paid In         Subscription
                                                Capital         Receivable

From inception of development
     stage, August 31, 1998               $         -       $          -

    September 15, 1998, common
     stock issued for cash at $0.01
     per share                                   3,600                 -

    September 15, 1998, common
     stock issued for services at
     $0.01 per share                            22,950                 -

    November 15, 1998, common
     stock issued for services at
     $0.01 per share                             5,400                 -

    December 1, 1998, common
     stock issued for cash at
     $0.01 per share                            38,250               (5,515)

    Net loss for the year ended
     December 31, 1998                             -                  -

    Balance, December 31, 1998                  70,200               (5,515)

    February 10, 1999, common
     stock issued for conversion
     of debt at $0.17 per share                 16,794                -

    Receipt of subscription
     receivable                                    -                  5,500
    March 15, 1999, common
     stock issued for cash at
     $0.25 per share                            46,314                -

    April 29, 1999, common stock
     issued for conversion of debt
     at $0.25 per share                        164,838                -
    Net loss for the year ended
     December 31, 1999                             -                  -

    Balance, December 31, 1999        $        298,146          $       (15)






                                                Deficit
                                                Accumulated
                                                During the
                                                Development
                                                Stage



From inception of development
     stage, August 31, 1998             $         -

    September 15, 1998, common
     stock issued for cash at $0.01
     per share                                    -

    September 15, 1998, common
     stock issued for services at
     $0.01 per share                              -

    November 15, 1998, common
     stock issued for services at
     $0.01 per share                              -

    December 1, 1998, common
     stock issued for cash at
     $0.01 per share                               -

    Net loss for the year ended
     December 31, 1998                         (37,026)

    Balance, December 31, 1998                 (37,026)

    February 10, 1999, common
     stock issued for conversion
     of debt at $0.17 per share                    -

    Receipt of subscription
     receivable                                    -
    March 15, 1999, common
     stock issued for cash at
     $0.25 per share                               -

    April 29, 1999, common stock
     issued for conversion of debt
     at $0.25 per share                            -

    Net loss for the year ended
     December 31, 1999                         (412,352)

    Balance, December 31, 1999        $        (449,378)




                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)
             Statements of Stockholders Equity (Deficit) (Continued)
                                                   Common Stock
                                                Shares          Amount

Balance, December 31, 1999                   8,748,000  $            8,748

Net loss for the six months
 ended June 30, 2000
 (unaudited)                                    -                   -
Balance, June 30, 2000
 (unaudited)                                 8,748,000  $            8,748



                                            Additional            Stock
                                             Paid In            Subscription
                                             Capital            Receivable



Balance, December 31, 1999              $      298,146    $        (15)

Net loss for the six months
 ended June 30, 2000
 (unaudited)                                    -                   -

Balance, June 30, 2000
 (unaudited)                            $      298,146    $         (15)



                                                Deficit
                                                Accumulated
                                                During the
                                                Development
                                                Stage



Balance, December 31, 1999                     $    (449,378)

Net loss for the six months
 ended June 30, 2000
 (unaudited)                                         (10,229)

Balance, June 30, 2000
 (unaudited)                                   $     (459,607)




                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

                                                        For the
                                                   Six Months Ended
                                                        June 30

                                                     2000        1999

CASH FLOWS FROM OPERATING
 ACTIVITIES

   (Loss) from operations                      $    (10,229) $  (253,478)
   Adjustments to reconcile net (loss)
    to net cash provided (used) by
    operating activities:
     Depreciation and amortization expense              428       15,075
     Common stock issued for services                  --        182,394
   Changes in operating assets and liabilities:
     Decrease in goodwill                              --           --
     (Increase) decrease in inventory                  --        (16,000)
     Increase (decrease) in accounts payable            800       (5,000)
     Increase (decrease) in interest payable          6,721        1,055
     Increase (decrease) in notes
      payable - related                                --         (4,500)
       Net Cash (Used) by Operating
        Activities                                   (2,280)     (80,454)

CASH FLOWS FROM INVESTING
 ACTIVITIES

   Purchase of equipment                               --           --
   Purchase of distribution rights                     --           --

       Net Cash (Used) by Investing
        Activities                                     --           --

CASH FLOWS FROM FINANCING
    ACTIVITIES

   Proceeds from common stock                          --         52,000

       Net Cash Provided by Financing
        Activities                                     --         52,000

INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                    (2,280)     (28,454)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                  2,581       39,673

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                    $     301    $  11,219





                                                        For the
                                                  Three Months Ended
                                                   2000          1999
CASH FLOWS FROM OPERATING
 ACTIVITIES

   (Loss) from operations                      $    (5,942) $     (174,329)
   Adjustments to reconcile net (loss)
    to net cash provided (used) by
    operating activities:
     Depreciation and amortization expense              214         --
     Common stock issued for services                  --        150,894
   Changes in operating assets and liabilities:
     Decrease in goodwill                              --           --
     (Increase) decrease in inventory                  --           --
     Increase (decrease) in accounts payable          2,337         --
     Increase (decrease) in interest payable          3,361         --
     Increase (decrease) in notes
      payable - related                                --           --

       Net Cash (Used) by Operating
        Activities                                      (30)     (23,435)

CASH FLOWS FROM INVESTING
 ACTIVITIES

   Purchase of equipment                               --           --
   Purchase of distribution rights                     --           --

       Net Cash (Used) by Investing
        Activities                                     --           --

CASH FLOWS FROM FINANCING
    ACTIVITIES

   Proceeds from common stock                          --         15,606

       Net Cash Provided by Financing
        Activities                                     --         15,606

INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                       (30)      (7,829)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                    331       19,048

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                    $     301    $  11,219






                                                    From
                                                Inception on
                                                September 1,
                                                1998 through
                                                   June 30
                                                    2000
CASH FLOWS FROM OPERATING
 ACTIVITIES

   (Loss) from operations                         $(459,607)
   Adjustments to reconcile net (loss)
    to net cash provided (used) by
    operating activities:
     Depreciation and amortization expense          289,470
     Common stock issued for services                31,500
   Changes in operating assets and liabilities:
     Decrease in goodwill                            41,063
     (Increase) decrease in inventory                  --
     Increase (decrease) in accounts payable          2,600
     Increase (decrease) in interest payable         20,166
     Increase (decrease) in notes
      payable - related                               3,650

       Net Cash (Used) by Operating
        Activities                                  (71,158)

CASH FLOWS FROM INVESTING
 ACTIVITIES

   Purchase of equipment                             (5,726)
   Purchase of distribution rights                  (15,800)

       Net Cash (Used) by Investing
        Activities                                  (21,526)

CASH FLOWS FROM FINANCING
    ACTIVITIES

   Proceeds from common stock
       Net Cash Provided by Financing
        Activities                                   92,985

INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                       301

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                   --

CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                    $     301




                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (Continued)
                                   (Unaudited)




                                                           For the
                                                        Six Months Ended
                                                           June 30,
                                                      2000            1999

NON-CASH FINANCING ACTIVITIES:

   Issuance of stock for payment on notes         $       -       $        -
   Purchase of distribution rights for notes
     payable                                      $       -       $        -
Cash Paid For:

   Interest                                       $       -       $        -
   Income taxes                                   $       -       $        -




                                                     For the
                                               Three Months Ended
                                                     June 30,
                                                  2000         1999

NON-CASH FINANCING ACTIVITIES:

   Issuance of stock for payment on notes      $    --     $     --
   Purchase of distribution rights for notes
     payable                                   $    --     $     --

Cash Paid For:

   Interest                                    $    --     $     --
   Income taxes                                $    --     $     --






                                                From
                                                Inception on
                                                Spetember 1
                                                1998 through
                                                June 30
                                                2000

NON-CASH FINANCING ACTIVITIES:

   Issuance of stock for payment on notes      $179,394
   Purchase of distribution rights for notes
     payable                                   $300,790

Cash Paid For:

   Interest                                    $   --
   Income taxes                                $   --



                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2000 and December 31, 1999


NOTE 1 -      ORGANIZATION AND DESCRIPTION OF BUSINESS

     On  September 1, 1998,  Fresh Breath  Industries,  Inc.  (the  Company) was
incorporated  under  the laws of  Nevada  to  engage  in  marketing  cigars  and
cigar-related products.

     The Company has  authorized  50,000,000  shares of $0.001 par value  common
stock.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Accounting Method

     The Companys financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year end.

              b.  Cash Equivalents

     The Company considers all highly liquid investment with a maturity of three
months or less when purchased to be cash equivalents.

              c.  Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of contingent  assets and  liabilities  and  disclosure of contingent
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

              d.  Income Taxes

     No provision for federal income taxes has been made at June 30, 2000 due to
accumulated operating losses. The minimum state franchise tax has been accrued.

     The Company has accumulated  approximately $459,000 of net operating losses
as of June 30, 2000, which may be used to reduce taxable income and income taxes
in future years  through  2020.  The use of these losses to reduce future income
taxes will depend on the  generation of sufficient  taxable  income prior to the
expiration of the net operating loss carryforwards.

     In the event of certain changes in control of the Company, there will be an
annual limitation on the amount of net operating loss carryforwards which can be
used.  The potential tax benefits of the net operating loss  carryforwards  have
been offset by a valuation allowance of the same amount.




                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2000 and December 31, 1999


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              e.  Basic Loss Per Common Share

     Basic  loss per  common  share has been  calculated  based on the  weighted
average number of shares of common stock outstanding during the period.

                                For the                      For the
                             Six Months Ended           Three Months Ended
                                June 30,                     Jube 30,
                               2000          1999          2000         1999

Numerator - loss         $   (10,229) $     (253,478)   $  (5,742) $  (174,329)
Denominator - weighted
average number of
shares outstanding         8,748,000       8,005,331    8,748,000    8,198,449

 Loss per share          $   (0.00)  $        (0.03)   $    (0.00) $     (0.02)

NOTE 3 -      GOING CONCERN

     The Companys  financial  statements are prepared using  generally  accepted
accounting  principles  applicable  to a going concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  The  Company has not  established  revenues  sufficient  to cover its
operating costs and allow it to continue as a going concern. Management believes
that the Company will soon be able to generate revenues  sufficient to cover its
operating  costs through the sales of products  under its  distribution  rights.
Currently,  management  is committed to covering all  operating  and other costs
until sufficient revenues are generated.

NOTE 4 -      COMMON STOCK TRANSACTIONS

     During the month of  December  1998,  the  Company  had a 504 common  stock
issuance.  4,250,000  shares were issued at $0.01;  the gross  proceeds of which
totaled  $42,500.  $5,500 was  received  subsequent  to December  31,  1998.  In
September 1998, 2,550,000 shares were issued at $0.01 for services,  and 400,000
shares  were  issued for cash at $0.01.  In November  1998,  600,000  additional
shares were issued at $0.01 for services  rendered,  totaling  7,800,000  shares
outstanding at December 31, 1998.

     During 1999, the Company issued 762,000 shares at an average price of $0.24
per share for payment on notes payable and related interest totaling $182,394.

     The Company had a 504 common stock issuance.  186,000 shares were issued at
$0.25, the gross proceeds of which totaled $46,500.

NOTE 5 -      RELATED PARTY TRANSACTIONS

     An officer of Quantum Cigar  Corporation and 545-205 B.C. Ltd., who is also
an officer of the Company,  which held the distribution  rights of Irvine Breath
Products,  sold  these  rights to the  Company  (Note 4).  The  officer  is owed
$134,440  at June 30, 2000 and  December  31,  1999.  The note is due on demand,
unsecured and bears interest at 10%




                          FRESH BREATH INDUSTRIES, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2000 and December 31, 1999


NOTE 6 -      FIXED ASSETS

     During 1999, the Company  received  office  equipment  from J&D Cigar.  The
equipment is depreciated over a five year life using the straight-line method of
depreciation. The equipment is valued as follows:

                                  June 30
                                   2000

Office equipment                 $ 4,283
Computer equipment                 1,152
Leasehold improvements               291

Total                              5,726

Less: accumulated depreciation    (1,548

Total Net Equipment              $ 4,178

     Total depreciation  expense for the six months ended June 30, 2000 and 1999
was $428 and $-0- respectively.



Item 2.  Managements  Discussion  and Analysis of Financial  Condition  and
Results of Operations

     The following  information  should be read in  conjunction  with  financial
statements and notes thereto appearing elsewhere in this Form 10-QSB.

Overview

     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.  The Company entered into asset purchase  agreements;  (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,  Coffee Gone
and other breath  related  products,  and (3) on October 25,  1998,  the Company
bought for the sum of $50,000  and  100,000  shares of common  stock the product
lines and  promotional  materials of J&D Cigar  Company,  Ltd. On April 21, 1999
100,000 shares were issued to Irvine Breath  Products for the  cancellation of a
$13,500.00  debt.  502,000 shares were issued to Irvine June 30, 1999 in lieu of
debt of $125,500.  J&D Cigar  160,000  shares in lieu of debt of  $40,000.00  to
complete the asset purchase of both companies.

     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.

     For the year ended  December 31, 1999 the Company  issued 948,000 shares of
common stock for cash and debt.

Results of Operations the First Six Month of 2000

     The  Company had  revenues  of $ 0 for the first six months with  operating
expenses of $ 3,507.  The Company  also had no revenues in the first  quarter of
1999. These amounts  represent no change in the revenues and a 98.7% decrease in
operating expenses for the first six months of 2000.

Net Operating Loss

     The Company  has  accumulated  approximately  459,607  net  operating  loss
carryforwards  as of June 30, 2000,  which may be offset against  taxable income
and  income  taxes in future  years.  The use of these  losses to reduce  future
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  2015.  In the event of certain  changes in control of the  Company,
there  will  be an  annual  limitation  on  the  amount  of net  operating  loss
carryforwards, which can be used.

Inflation

     In the opinion of  management,  inflation has not had a material  effect on
the operations of the Company.

Risk Factors and Cautionary Statements

     Forward-looking  statements  in this report are made  pursuant to the safe
harbor provisions of the Private Securities  Litigation Reform Act of 1995. 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 on or implied by the statements,  including, but not limited to,
the  following:  the  ability of the Company to  successfully  meet its cash and
working  capital needs,  the ability of the Company to  successfully  market its
product,  and other risks detailed in the Companys periodic report filings with
the Securities and Exchange Commission.






                                     Part II

Item 1.           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 2.           Changes in Securities

         None.

Item 3.           Defaults Upon Senior Securities

         None.

Item 4.           Submission of Matters to be a Vote of Security Holders

         None.



Item 5.           Other Information

         This item is not applicable to the Company.

Item 6.           Exhibits and Reports on 8-K

a.       Exhibit 27 Financial Data Schedule
b.       Reports on Form 8-K

     No report on Form 8-K was filed by the Company  during the six months ended
June 30, 1999.





                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                  FRESH BREATH INDUSTRIES, INC.


Dated: __________, 2000

                                                By:_____________________
                                                   Catherine Edwards
                                                   Secretary