USA VIDEO INTERACTIVE CORP.
(the “Company”)
#507, 837 West Hastings Street
Vancouver, BC V6C 3N6
NOTICE OF 2011 ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
Time:
8:00 a.m., Pacific Time
Date:
u, 2011
Place:
#507, 837 West Hastings Street
Vancouver, British Columbia, Canada
Purpose:
1.
To set the number of directors at five;
2.
To elect directors;
3.
To ratify and approve the appointment of Killman, Murrell & Company P.C. as the Company’s independent auditors for the current fiscal year;
4.
To approve the 2011 Stock Option Plan as more particularly described in the Proxy Statement;
5.
To approve an alteration of the share capital of the Company by way of a reverse stock split by consolidating all of the currently authorized share capital of 500,000,000 common shares without par value, of which 191,596,364 common shares are issued and outstanding, on a one new for fifteen old basis, resulting in an authorized share capital of 33,333,333 common shares without par value, of which 12,773,090 common shares will be issued and outstanding.
6.
Subject to approval of the reverse stock split referred to in Item 5 above, to approve a subsequent alteration of the share capital of the Company by increasing the authorized capital of the Company from 33,333,333 common shares without par value to 500,000,000 common shares without par value, of which 12,773,090 common shares will be issued and outstanding.
7.
To approve a change of name of the Company to “Oculus VisionTech Inc.” or such other name as determined by the Board of Directors and is acceptable to the regulatory authorities; and
