<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ____________
Commission File No. 0-29213
Green Fusion Corporation
------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 52-2202416
- ------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6320 South Sandhill Road, Suite 10
Las Vegas, Nevada 89120
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 521-5600
--------------
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act:
100,000,000 shares of common stock
Check whether the issuer (l) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [ ] Yes [X] No
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and
no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Revenues for 1999 were $NIL.
The aggregate market value of the voting stock held by non-
affiliates computed by reference to the last reported sale price
of such stock as of March 27, 2000 is $213,000.
The number of shares of the issuer's Common Stock outstanding as
of March 27, 2000 is 2,565,000.
Transitional Small Business Disclosure Format (check one): Yes
[ ] No [ X ]
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PART I
This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Actual results could
differ materially from those projected in the forward-looking
statements as a result of the risk-related factors set forth
herein.
ITEM 1. Description of Business
Organization
Green Fusion Corporation was incorporated as a Nevada Corporation
on March 5, 1998.
Business
The Company is an exploration stage company engaged in the
acquisition and exploration of mineral properties. The Company
has an interest in the properties described below. The Company
has completed an initial exploration program on its properties
and intends to carry out additional exploration work in order to
ascertain whether these properties possess commercially viable
quantities of uranium ore. There can be no assurance that a
commercially exploitable mineral deposit, or reserve, exists on
the Company's properties until appropriate exploratory work is
done and an economic evaluation based on such work concludes
economic feasibility.
Green Fusion Properties
The Company is the owner of two mineral claims in the Smith Bay
region of the Province of Saskatchewan. The Company is also the
owner of an option to purchase a third mineral claim which is
also in the Smith Bay region of the Province of Saskatchewan.
The mineral claims are contiguous and are referred to as the
"Green Fusion Properties".
1. Owned Properties
The Company is the owner of a 100% interest of two mineral claims
encompassing 12,330 acres in the vicinity of the Le Drew Lake
Property in the Smith Bay region of the Province of Saskatchewan,
Canada. These mineral claims are registered with the Province of
Saskatchewan as mineral claims Nos. S106084 and S106085. The
Company acquired its interest in each of the claims by staking.
Mineral claim no. S106084 covers 4,349 acres and mineral claim
no. S106085 covers 7,981 acres.
2. Property Option Agreement
The Company has acquired an option (the "Option") to acquire a
100% interest in mineral claim No. S105984 (the "Option
Property") covering 1,235 acres situated in the Province of
Saskatchewan, Canada. The Company acquired the Option pursuant
to an agreement made as of April 6, 1998 (the "Option Agreement")
between the Company and Michael Lederhouse, of P.O. Box 202, La
Ronge, Saskatchewan, and Carl Service of 34 Moxon Crescent,
Saskatoon, Saskatchewan (the "Optionors"). The Company paid to
the Optionors the amount of $6,000 CDN on execution of the Option
Agreement.
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The Option is exercisable by the Company:
1. paying the Optionors the sum of $6,000 CDN (which amount has
been paid)
2. paying the Optionors an additional $12,000 CDN as follows:
(a) $6,000 on or before April 6, 1999 (which amount has
been paid); and
(b) $6,000 on or before April 6, 2000;
3. allotting and issuing to the Optionors a total of 50,000
fully paid and non-assessable common shares in the capital of the
Company upon execution of the Option Agreement (the "Property
Shares").
The Company has completed the payment to the Optionors of $6,000
CDN due upon execution of the Option Agreement and the payment to
the Optionors of the $6,000 CDN due on or before April 6, 1999.
The Company has also issued the Property Shares to the Optionors.
The Property Shares are held in escrow pursuant to an escrow
agreement entered into between the Company, the Optionors and
O'Neill Ritchie Taylor Law Corporation (the "Escrow Agreement"),
in accordance with the policies of the Saskatchewan Securities
Commission. The shares will be released from escrow automatically
over a three year period, with 30% of the shares released on the
first anniversary of execution of the agreement, 30% of the
shares released on the second anniversary of the agreement and
40% on the third anniversary of the agreement. A total of
15,000 shares of the Company's common stock has been released to
the Optionors effective as of April 6, 1999 in accordance with
this release schedule.
The Company has also agreed to pay to the Optionors a royalty
equal to 1% of net smelter returns earned from the Option
Property. The net smelter royalty is defined as the gross
proceeds received by the Company from the sale of any ore from
the mining of the Option Property, less costs of transportation,
refining and applicable taxes.
The Company's interest in the Option Property is limited to an
option to acquire a 100% interest in the Option Property. If the
Company fails to make any required payment under the Option
Agreement, the Option will terminate and the Company will have no
further rights to the Option Property. If the Company exercises
the Option, then the Company will become the owner of a 100%
interest in the Option Property, subject to the 1% net smelter
royalty.
Location of the Green Fusion Properties
The Green Fusion Properties are located in the Province of
Saskatchewan, Canada approximately 15 km (9 mi) northwest of
Wollaston Lake and 35km (21 mi) northeast of Points North,
Saskatchewan. They are situated about 30 km (18 mi) north of
four known uranium deposits (McLean Lake, Rabbit Lake, Collins
Bay and Eagle Point). Points North is a staging area containing
an air strip, accommodation, dining facilities, aircraft and fuel
and may be reached by an all weather road from the south. The
property may be reached by ski or float equipped aircraft or
helicopter from Points North.
1998 Work Program
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The Company expended approximately $31,777 U.S. to complete a
work program on the properties consisting of sampling, mapping
and analysis in September, 1998.
Geological Report
The Company has obtained a geological report based on the work
program completed by the Company on the Green Fusion Properties
in September, 1998. The Geological Report was prepared by Mr.
Steven Earle, PhD, P.Geo of 696 Western Acres Road, Nanaimo,
British Columbia, Canada (the "Geological Report"). The
Geological Report summarizes the results of the geological survey
carried out by the Company on the Green Fusion Properties. The
geological survey consisted of the collection and analysis of 124
samples collected from the Green Fusion Properties in September,
1998.
The Geological Report concluded that the geology of the Green
Fusion Properties may be indicative of uranium mineralization
based the existence of uranium and lead anomalies on the Green
Fusion Properties. The presence of these geological features
indicates the mineralization of the Green Fusion Properties may
be consistent with the geology of other uranium deposits in the
Athabasca Basin area of the Province of Saskatchewan.
The Geological Report recommended a further follow-up geological
work program in order to further assess the prospect of uranium
mineralization of the Green Fusion Properties. The recommended
geological program would include a sampling program in which a
total of approximately 150 additional samples, assuming sample
spacing of 100 meters, would be collected from the Green Fusion
Properties at locations identified in the geological report.
The Geological Report also recommended the types of geological
testing to be completed on the samples collected. The Company is
considering undertaking the program during the 2000 summer
exploration period.
Employees
As of March 27, 2000, the Company had no employees, other than
its officers.
The Company's two officers are Mr. Logan Anderson, who is
President and a director of the Company, and Mr. Howard Thomson,
who is Secretary and Treasurer and a director of the Company.
Each of Mr. Anderson and Mr. Thomson provides their services on a
part-time basis as required for the business of the Company. Mr.
Anderson presently commits approximately 5% of his business time
to the business of the Company. Mr. Thomson presently commits
approximately 5% of his business time to the business of the
Company.
The Company presently does not pay to Mr. Anderson any salary or
consulting fee. The Company presently does not pay to Mr.
Thomson any alary or consulting fee. The Company anticipates
that the compensation payable to Mr. Anderson and Mr. Thomson
will be increased in the event that the Company decides to
proceed with additional exploration programs beyond the
geological work program recommended in the Geological Report.
The Company does not pay to its directors any compensation for
each director serving as a director on the Company's board of
directors.
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The Company conducts its business through agreements with
consultants and arms-length third-parties.
Marketability of Discovered Minerals
Even if commercial quantities of ore are discovered, there can be
no assurance that a ready market will exist for its sale.
Numerous factors beyond the control of the Company may affect the
marketability of any substances discovered. These factors
include market fluctuations, the proximity and capacity of
natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The exact effect of these
factors cannot be accurately predicted, but the combination of
these factors may result in the Company not receiving an adequate
return on invested capital.
Compliance with Government Regulation
The Company will be required to comply with all regulations,
rules and directives of governmental authorities and agencies
applicable to the exploration of minerals in the Province of
Saskatchewan. In addition, production of minerals in the Province
of Saskatchewan will require prior approval of applicable
governmental regulatory agencies. There can be no assurance that
such approvals will be obtained. The cost and delay involved in
attempting to obtain such approvals cannot be known in advance.
During the exploration phase of the Green Fusion Properties, the
Company will be subject to regulation by the Province of
Saskatchewan. The Company has budgeted for regulatory compliance
costs in the proposed work program recommended by the Geological
Report. The Company will have to sustain the cost of reclamation
and environmental mediation for all exploration (and development)
work undertaken. The amount of these costs is not known at this
time as the Company does not know the extent of the exploration
program it will undertake, beyond completion of the recommended
work program, or if it will enter into production on the Green
Fusion Properties. Because there is presently no information on
the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital
expenditures on the Company, its earnings or competitive position
in the event a potentially-economic deposit is discovered.
If the Company enters the production phase, the cost of complying
with permit and regulatory environment laws will be greater
because the impact on the project area is greater. Permits and
regulations will control all aspects of the production program if
the project continues to that stage. Examples of regulatory
requirements include:
* Water discharge will have to meet drinking water standards;
* Dust generation will have to be minimal or otherwise re-
mediated;
* Dumping of material on the surface will have to be re-
contoured and re-vegetated with natural vegetation;
* An assessment of all material to be left on the surface will
need to be environmentally benign;
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* Ground water will have to be monitored for any potential
contaminants;
* The socio-economic impact of the project will have to be
evaluated and if deemed negative, will have to be re-mediated;
and
* There will have to be an impact report of the work on the
local fauna and flora including a study of potentially endangered
species.
Exploration Risk
Exploration for minerals is a very speculative venture,
necessarily involving substantial risk. There is no certainty
that the expenditures to be made by the Company in the
acquisition of the interests described herein will result in
discoveries of commercial quantities of ore. Hazards such as
unusual or unexpected formations and other conditions are
involved in mineral exploration and development. The Company may
become subject to liability for pollution, cave-ins or hazards
against which it cannot insure or against which it may elect not
to insure. The payment of such liabilities may have a material
adverse effect on the Company's financial position.
The Company cannot give any assurance as to what would be
considered a "commercial quantity" of ore for the Green Fusion
Properties. A "commercial quantity" of ore is a quantity of ore
which is sufficient to economically justify commercial
exploitation. In determining whether a body of ore economically
justifies exploitation, the Company will assess those factors
which impact on the economics of production of the Green Fusion
Properties, including prevailing mineral prices, the
concentration of minerals within the ore, cost of mining and
production, costs of money, costs of environmental compliance and
general economic conditions.
No Known Bodies of Ore
There are no known bodies of ore in the Company's properties.
The business plan of the Company is to raise funds to carry out
further exploration with the objective of finding ore of
commercial tonnage and grade. If the Company's exploration
programs are successful, additional funds will be required for
the development of economic reserves and to place them in
commercial production. The main source of future funds presently
available to the Company is through the sale of equity capital.
The only reasonable alternative for the financing of further
exploration would be through the offering of an interest in the
Company's properties, a arrangement that is not presently
contemplated.
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Research and Development Expenditures
The Company has incurred mineral rights and development costs in
the amount of $40,477 in connection with the exploration of the
Green Fusion Properties since its incorporation on March 5, 1998.
Subsidiaries
The Company has no subsidiaries.
Patents and Trademarks
The Company does not own, either legally or beneficially, any
patent or trademark.
ITEM 2. Description of Property
The Company is the owner of a 100% interest of two mineral
claims, No. S106084 and No. S106085, encompassing 12,330 acres
in the vicinity of the Le Drew Lake Property in the Province of
Saskatchewan, Canada, each as described in Item 1 - "Description
of Business" of Part I of this Annual Report. Mineral Claim No.
S106084 covers 4,349 acres and Mineral Claim No. 106085 covers
7,981 acres.
The Company has an option to acquire a 100% interest in the
Option Property, as described in detail in Item 1 - "Description
of Business" of this Annual Report.
The Company does not own or lease any property other than its
interest in the Green Fusion Properties.
ITEM 3. Legal Proceedings
The Company is not a party to any material legal proceedings and
to the knowledge of the Company, no such proceedings are
threatened or contemplated.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to our security holders for a vote
during the fiscal year ending December 31, 1999.
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PART II
ITEM 5. Market for Registrant's Common Equity and Related
Stockholders Matters
Market Information
No Present Public Market
There is no present public market for the Company's Common Stock.
The Company anticipates applying for a listing on the OTC
Bulletin Board. There can be no assurance that a public market
will materialize.
Holders of Common Stock
As of the date of March 27, 2000, there were thirty-seven (37)
registered shareholders of the Company's common stock.
Dividends
The Company has not declared any dividends since its
incorporation in March, 1998. There are no dividend restrictions
that limit the Company's ability to pay dividends on its common
stock in its Articles of Incorporation or Bylaws. The Company's
governing statute, Chapter 78 - "Private Corporations" of the
Nevada Revised Statutes (the "NRS"), does provide limitations on
the Company's ability to declare dividends. Section 78.288 of
Chapter 78 of the NRS prohibits the Company from declaring
dividends where, after giving effect to the distribution of the
dividend:
1. the Company would not be able to pay its debts as they
become due in the usual course of business; or
2. the Company's total assets would be less than the sum of its
total liabilities plus the amount that would be needed, if the
Company were to be dissolved at the time of distribution, to
satisfy the preferential rights upon dissolution of stockholders
who may have preferential rights and whose preferential rights
are superior to those receiving the distribution. (except as
otherwise
specifically allowed by the Company's articles of incorporation).
Recent Sales of Unregistered Securities
The Company completed an offering of 1,550,000 common shares at a
price of $0.001 per share on March 31, 1998 pursuant to Section
4(2) of the Securities Act of 1933. All of these shares were
sold to directors, officers and key advisors to the Company, and
are "restricted shares" within the meaning of the Securities Act
of 1933.
The Company issued 50,000 shares of its common stock on April 6,
1998 to Mr. Carl Service pursuant to Section 4(2) of the
Securities Act of 1933. The shares were issued to Mr. Service in
accordance with the Company's obligations under the Option
Agreement. See Item 6 - "Description of Business" of Part I of
this Registration Statement. None of the securities were sold
through an underwriter and accordingly, there were no
underwriting discounts or commissions involved. All of these
shares are "restricted shares" within the meaning of the
Securities Act of 1933.
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The Company completed an offering of 700,000 common shares at a
price of $0.05 per share on June 30, 1998 to a total of five (5)
investors, each of which investors was known to the officers and
directors of the Company. The offering was completed pursuant to
Rule 504 of Regulation D of the Act on the basis that (i) the
offering was for an offering of stock less than $1,000,000, in
the aggregate; (ii) the Company had a specific business plan at
the time of the offering, being the exploration of the Green
Fusion Properties; (iii) the Company was not subject to the
reporting requirements of the Securities and Exchange Act of 1934
at the time of the offering. The offering was also completed
pursuant to exemptions provided by Section 46(j) of the
Securities Act of British Columbia. All purchasers had adequate
access to sufficient information about the Company to make an
informed investment decision. None of the securities were sold
through an
underwriter and accordingly, there were no underwriting discounts
or commissions involved.
The Company completed an offering of 265,000 common shares at a
price of $0.20 per share on October 15, 1998 to a total of twenty
eight (28) investors, each of which investors was known to the
officers and directors of the Company. The offering was completed
pursuant to Rule 504 of Regulation D of the Act on the basis that
(i) the offering was for an offering of stock less than
$1,000,000, in the aggregate; (ii) the Company had a specific
business plan at the time of the offering, being the exploration
of the Green Fusion Properties; (iii) the Company was not
subject to the reporting requirements of the Securities and
Exchange Act of 1934 at the time of the offering. The offering
was also completed pursuant to exemptions provided by Section
46(j) of the Securities Act of British Columbia. All purchasers
had adequate access to sufficient information about the Company
to make an informed investment decision. None of the securities
were sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved.
ITEM 6. Management's Discussion and Analysis or Plan of
Operation
Plan of Operation
The Company has decided to proceed with the exploration program
on the Green Fusion Properties as recommended by the Geological
Report, provided the Company can achieve additional financing.
The Company anticipates that proceeding with exploration program
will cost approximately $50,000. The Company will assess whether
to proceed with further exploration programs upon completion of
the exploration program and an evaluation of the results.
The Company had cash on hand in the amount of $28,865 as of
December 31, 1999. The Company will require additional financing
to enable the Company to complete the exploration program. The
Company will also require additional financing in order to meet
its obligations for the next twelve month period, including
payment of the remaining $6,000 payment due on the Option
Property by April 6, 2000, and payment of the legal and
accounting expense of complying with its obligations as a
reporting issuer under the Securities Exchange Act of 1934.
The Company will also require additional funding in the event
that the Company determines to proceed with additional
exploration programs beyond the exploration program recommended
in the Geological Report. The Company anticipates that the cost
of any additional exploration program would be in excess of the
projected cash reserves of the Company upon completion of the
exploration program recommended in the Geological Report.
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The Company anticipates that additional funding will be in the
form of equity financing from the sale of the Company's common
stock. There is no assurance that the Company will be able to
achieve additional sales of its common stock sufficient to fund
the planned exploration program, the remaining payment on the
Option Property and any additional exploration programs. The
Company believes that debt financing will not be an alternative
for funding additional exploration programs. The Company does
not have any arrangements in place for equity financing.
The Company may consider bringing in a joint venture partner for
the Green Fusion Properties if it is unable to achieve sufficient
funding by itself to proceed with the planned exploration
programs. The Company does not have any arrangements in place
with any potential joint venture partner.
Results Of Operations
The Company incurred a loss of $5,894 for the year ending
December 31, 1999, compared to a loss of $1,926 for the year
ending December 31, 1998. The increased loss was reflective of
the increased operating expenses incurred by the Company during
the year. Operating expenses increased to $5,894 for the year
ending December 31, 1999, compared to operating expenses of
$1,926 for the year ending December 31, 1998. Operating expenses
during the year consisted entirely of professional fees,
including professional fees incurred with the filing of the
Company's Form 10-SB registration statement.
The Company did not achieve any revenues during 1999. The
Company does not anticipate achieving revenues until such time as
the Company enters into commercial production of the Company's
mineral properties. The Company is presently in the exploration
stage of its development and there is no assurance that the
Company will discover commercially exploitable levels of mineral
resources on its properties, or if such resources are discovered,
that the Company will enter into commercial production of its
mineral properties.
The Company completed the payment of $2,000 in 1999 as required
to maintain its interest in the Option Property. The Company's
next payment required to maintain its interest in the Option
Property is a payment of $6,000 CDN due on April 6, 2000. The
Company anticipates making this payment from existing cash
reserves.
Liquidity And Capital Resources
The Company had cash of $28,865 as of December 31, 1999 and
working capital of $28,505 as of December 31, 1999. The Company
used its existing cash reserves to pay for the property
maintenance costs and operating expenses incurred in 1999. The
Company will require additional financing in order to proceed
with exploration of its mineral properties. See "Plan of
Operations" above.
Impact of the Year 2000 Issue
The "Year 2000 problem" arose because many existing computer
programs use only the last two digits to refer to a year.
Therefore, these computer programs were not expected to properly
recognize a year that begins with "20" instead of the familiar
"19". Many experts believed that if
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not corrected this problem would lead to widespread computer failures.
Since the turn of the century, however, the Company has not experienced
any adverse effects of this Year 2000 problem.
ITEM 7. Financial Statements
The information required by this item is set forth in Item 13 of
this Report.
ITEM 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
We have had no changes in or disagreements with our accountants
on accounting or financial disclosures.
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange
Act.
The following information sets forth the names of the officers
and directors of the Company, their present positions with the
Company, and their biographical information.
Name Age Office(s) Held
- ------------------- --- --------------
Logan Anderson 45 Director and President
Howard Thomson 52 Director, Secretary
and Treasurer
Logan B. Anderson is a director of the Company and is the
President of the Company. Mr. Anderson has been the President
and a director of the Company since March 5, 1998. Mr. Anderson
is a graduate of Otago University, New Zealand, with a Bachelor's
Degree of Commerce in Accounting and Economics (1977). He is an
Associated Chartered Accountant (New Zealand) and was employed by
Coopers & Lybrand in New Zealand (1977-1980) and Canada (1980-
1982). From 1982 to 1992, Mr. Anderson was Comptroller of
Corhart Management Group, Inc., a management service company
which was responsible for the management of a number of private
and public companies. Mr. Anderson has been Principal and
President of Amteck Financial Services Company, a financial
consulting service company since 1993. Mr. Anderson has been an
officer and director of a number of private and public companies
in the past 12 years, including PLC Systems, Inc. and 3D-Systems
Inc. Mr. Anderson is also a director and the president of
Worldbid Corporation, a public company that has developed and
operates a business trade Internet website.
Howard Thomson is a director of the Company and is the Secretary
and Treasurer of the Company. Mr. Thomson has been the Secretary
and Treasurer and a director of the Company since May 31, 1998.
Mr. Thomson was employed from 1981 to 1998 in senior management
positions with the Bank of Montreal, including 5 years as Branch
Manager, 4 years as Regional Marketing Manager and 5 years as
Senior Private Banker. Mr. Thomson retired from the Bank of
Montreal in 1998. Mr. Thomson resided in London, England prior
to joining the Bank of
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Montreal and was employed by the National
Westminster Bank in England for 13 years. Mr. Thomson is also a
director of Skinvisible, Inc., a public company that has
developed and is marketing an anti-bacterial skin care product
and the whose common stock is traded on the OTC Bulletin Board.
Terms of Office
Directors of the Company are appointed for a one year term to
hold office until the next annual general meeting of the holders
of the Company's Common Stock or until removed from office in
accordance with the Company's by-laws. Officers of the Company
are appointed by the Company's board of directors and hold office
until removed by the Company's board of directors.
Section 16(a) Beneficial Ownership Reporting Compliance
To the knowledge of the Company, no persons have failed to file,
on a timely basis, the identified reports required by section
16(a) of the Exchange Act during the most recent fiscal year.
ITEM 10. Executive Compensation
Executive Compensation
The following table sets forth certain information as to the
Company's highest paid officers and directors for its fiscal year
ended December 31, 1999. No other compensation was paid or
will be paid to any such officer or directors other than the cash
compensation set forth below. See Item 1 of this Annual Report
entitled "Description of Business - Employees".
Summary Compensation Table
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Payouts
Other ------ ------- All
Annual Other
Com- Com-
pen- Restricted pen-
sa- Stock Options/* LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs(#) payouts($)tion
- ---- ----- ---- ------ ----- ------ ------- ------- --------- ----
Logan President 1999 $ 0 $ 0 $ 0 0 0 0 0
Anderson Director
Howard Secretary 1999 $ 0 $ 0 0 0 0 0 0
Thomson Treasurer
Director
The Company presently does not pay any salary or fee to either
Mr. Anderson or Mr. Thomson. See Item 1 of this Annual Report -
"Description of Business - Employees".
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ITEM 11. Security Ownership of Certain Beneficial Owners
and Management
The following table sets forth, as of March 27, 2000, the
beneficial ownership of the Company's common stock by each person
known to beneficially own more than 5% of the outstanding common
stock and by the Company's officers and directors individually
and as a group. Except as otherwise indicated, all shares are
owned directly.
Name and address Number of Shares Percentage of
Title of class of beneficial owner of Common Stock Common Stock(1)
- -------------- ------------------- ---------------- ---------------
Common Stock Logan Anderson 700,000 27.3%
Director, President
Common Stock Howard Thomson 100,000 3.9%
Director, Secretary
and Treasurer
Common Stock Harold C. Moll 700,000 27.3%
Lacovia Condominium
Seven Mile Beach
Grand Cayman, BWI
Common Stock All Officers 800,000 31.2%
and Directors as a
Group (2 persons)
- ---------------------------------------------------------------------
(1) Based on 2,565,000 shares of Common Stock of the Company
issued and outstanding on March 27, 2000
ITEM 12. Certain Relationships and Related Transactions.
None of the following persons has any direct or indirect material
interest in any transaction to which we are a party since the
incorporation of the Company in March, 1998, or in any proposed
transaction to which the Company is proposed to be a party:
(A) any director or officer;
(B) any proposed nominee for election as a director;
(C) any person who beneficially owns, directly or indirectly,
shares carrying more than 10% of the voting rights
attached to our common stock; or
(D) any relative or spouse of any of the foregoing persons,
or any relative of such spouse, who has the same house as
such person or who is a director or officer of any parent
or subsidiary.
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ITEM 13. Exhibits, Financial Statement Schedules and Reports on
Form 8-K
Exhibits
Exhibit 3.1: Articles of Incorporation *
Exhibit 3.2: Amended By-laws*
Exhibit 10.1: Option Agreement dated April 6, 1998 between the
Company, Michael Lederhouse and Carl Service *
Exhibit 27.1: Map Showing Location and Accessibility of the
Green Fusion Properties *
- ----------------
* Incorporated by reference from our registration statement on
Form 10-SB12G originally filed with the commission on January 28,
2000 (File No. 0-29213)
Financial Statements
The Company's audited Financial Statements, as described below,
are attached hereto.
1. Audited Consolidated Financial Statements for the periods
ending December 31, 1999 and 1998, including:
(a) Independent Auditors' Report of Sarna & Company;
(b) Balance Sheet;
(c) Statement of Operations and Accumulated Deficit;
(d) Statement of Changes in Stockholders' Equity;
(e) Statement of Cash Flows;
(f) Notes to Financial Statements;
(g) Supplemental Statements.
2. Consent by Auditor to use of Audited Financial Statements
REPORTS ON FORM 8-K
None.
14
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GREEN FUSION CORPORATION
/s/ Logan Anderson
By: ___________________________________
Logan Anderson, Director, President and
Chief Executive Officer
Date: March 29, 2000
In accordance with the Securities Exchange Act, this report has
been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Logan Anderson
By: ___________________________________
Logan Anderson, Director, President and
Chief Executive Officer
Date: March 29, 2000
/s/ Howard Thomson
By: ___________________________________
Howard Thomson, Director, Secretary and Treasurer,
Chief Financial Officer and Controller
Date: March 29, 2000
15
<PAGE>
GREEN FUSION CORPORATION
FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998
WITH
INDEPENDENT AUDITOR'S REPORT THEREON
<PAGE>
INDEX TO FINANCIAL STATEMENTS
-----------------------------
Page
----
Independent Auditor's Report ......................... 1
Financial Statements:
Balance Sheet ...................................... 2
Statements of Operations
and Accumulated Deficit .......................... 3
Statements of Changes in Stockholders' Equity ...... 4
Statements of Cash Flows ........................... 5
Notes to Financial Statements ...................... 6-8
Supplemental Statement:
Statements of Operating Expenses ..................... 10
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors
Green Fusion Corporation
We have audited the accompanying balance sheets of Green Fusion
Corporation, ("GFC"), a development stage company, as of December
31,1999 and 1998, and the related statements of operations and
accumulated deficit, changes in stockholders' equity, and
statement of cash flows for the year ended December 31, 1999 and
the period ended December 31, 1998. These financial statements
are the responsibility of GFC's management. Our responsibility is
to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Green Fusion Corporation as of December 31, 1999 and 1998, and
the results of its operations, changes in stockholders' equity
and cash flows for the year ended December 31, 1999 and the
period ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
statements of operating expenses are presented for the purposes
of additional analysis and is not a required part of the basic
financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
Sarna & Company
Westlake Village, California
February 16, 1999
<PAGE>
GREEN FUSION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
ASSETS
DECEMBER 31
-----------
1999 1998
---- ----
Current Assets
Cash $ 28,865 $ 40,633
Prepaid Acquisition Costs 1,800 1,800
Total Current Assets $ 30,665 $ 42,433
-------- --------
Mineral Rights and Development Costs 40,477 38,477
Other Asset - Capitalized Start-Up Costs 15,248 15,248
-------- --------
TOTAL ASSETS $ 86,390 $ 96,158
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses $ 2,160 $ 6,034
-------- --------
Total Current Liabilities $ 2,160 $ 6,034
-------- --------
Stockholders' Equity
Common Stock, $0.001 par value
100,000,000 shares authorized,
2,565,000 shares issued $ 2,565 $ 2,565
Additional Paid in Capital 89,485 89,485
Accumulated deficit <7,820> <1,926>
-------- --------
Total Stockholders' Equity $ 84,230 90,124
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 86,390 96,158
======== =======
See Notes to Financial Statements
2
<PAGE>
GREEN FUSION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
DECEMBER 31
-----------
1999 1998
---- ----
Revenues $ 0 $ 0
Operating Expenses <5,894> <1,926>
--------- ---------
Loss Before Provision for $ <5,894> $ <1,926>
Income Taxes
Provision for Income Taxes <0> <0>
--------- ---------
Net Loss $ <5,894> $ 1,926
Deficit, Inception
of Period <1,926> <0>
--------- ---------
Accumulated Deficit, End of Period $ <7,820> $ <1,926>
========= =========
Net Loss per Share $ <0.00> $ <0.00>
========= =========
Weighted Average Shares Outstanding 2,025,000 2,025,000
========= =========
See Notes to Financial Statements
3
<PAGE>
GREEN FUSION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999
Common Stock Additional Accumulated Total
Dollar Paid in Deficit Stock
holders'
Shares Amount Capital Equity
------- ------ ------- --------- --------
Inception ---- $ ---- $ ---- $ ---- $ ----
March 5, 1998
Common Stock Issued
Commencement of
Operations
$0.001 per share
March 30, 1998 1,550,000 1,550 ---- ---- 1,550
Common Stock Issued
in Exchange for
Assets
$0.05 per share
April 6, 1998 50,000 50 2,450 ---- 2,500
Common Stock Issued
First Offering
$0.05 per share
June 30, 1998 700,000 700 34,300 ---- 35,000
Common Stock Issued
Second Offering
$.20 per share
July 28, 1998 265,000 265 52,735 ---- 53,000
Net Loss
Period Ended
December 31, 1998 ---- ---- ---- (1,926) (1,926)
--------- ------- -------- -------- --------
Balances 2,565,000 $ 2,565 $ 89,485 $ <1,926> $ 90,124
December 31, 1998
Net Loss
Period Ended
December 31, 1999 ---- ---- ---- <5,894> <5,894>
--------- -------- -------- -------- --------
Balances
December 31, 1999 2,565,000 $ 2,565 $ 89,485 $ <7,820> $ 84,230
========= ======== ======== ======== ========
See Notes to Financial Statements
4
<PAGE>
GREEN FUSION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
DECEMBER 31
-----------
Cash Flows from Operating Activities: 1999 1998
---- ----
Net Loss $<5,894> $ <1,926>
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities
<Increase> Decrease in:
Prepaid Acquisition Costs 0 <1,800>
Other Asset 0 <15,248>
Increase <Decrease> in:
Accounts Payable and
Accrued Expenses <3,874> 6,034
-------
Net Cash Used by
Operating Activities $<9,768> $<12,940>
------- --------
Cash Flows from Investing Activities:
Purchase of Mineral Rights $<2,000> $ <6,700>
------- --------
Mineral Right Development Costs 0 <31,777>
Net Cash Used by Investing Activities $<2,000> $<38,477>
------- --------
Cash Flows from Financing Activities:
Net Proceeds from the Issuance of
Common Stock $ 0 $ 92,050
------- --------
Net Cash Provided by Financing Activities $ 0 $ 92,050
------- --------
Net Increase in Cash <11,768> 40,633
Cash at Beginning of Period 40,633 0
-------- --------
Cash at End of Period $ 28,865 $ 40,633
======== ========
See Notes to Financial Statements
5
<PAGE>
GREEN FUSION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
General
- -------
Green Fusion Corporation ("GFC") was incorporated on March 5,
1998 in the state of Nevada. The Company acquires and develops
certain mineral rights in Canada.
Basis of Presentation
- ---------------------
The Company reports revenue and expenses using the accrual method
of accounting for financial and tax reporting purposes.
Use of Estimates
- ----------------
Management uses estimates and assumptions in preparing these
financial statements in accordance with generally accepted
accounting principles. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and
expenses.
Development Stage Company
- -------------------------
GFC meets the guidelines of SFAS No. 7 and as such is classified
as a development stage company.
Pro Forma Compensation Expense
- ------------------------------
GFC accounts for costs of stock-based compensation in accordance
with APB No. 25, "Accounting for Stock Based Compensation"
instead of the fair value based method in SFAS No. 123. No stock
options have been issued by GFC. Accordingly, no pro forma
compensation expense is reported in these financial statements.
6
<PAGE>
GREEN FUSION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
- ---------------------------------------------------------------
Mineral Rights
- --------------
Mineral rights and related development costs are stated at
historical cost.
Depreciation, Amortization and Capitalization
- ---------------------------------------------
The Company records depreciation and amortization when
appropriate using both straight-line and declining balance
methods over the estimated useful life of the assets (five to
seven years).
Expenditures for maintenance and repairs are charged to expense
as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property
sold or retired, together with the related accumulated
depreciation, is removed from the appropriate accounts and the
resultant gain or loss is included in net income.
Income Taxes
- ------------
The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes". Under Statement 109, a liability method is
used whereby deferred tax assets and liabilities are determined
based on temporary differences between basis used for financial
reporting and income tax reporting purposes. Income taxes are
provided based on tax rates in effect at the time such temporary
differences are expected to reverse. A valuation allowance is
provided for certain deferred tax assets if it is more likely
than not, that the Company will not realize the tax assets
through future operations.
Fair Value of Financial Instruments
- -----------------------------------
Financial accounting Standards Statement No. 107, "Disclosures
About Fair Value of Financial Instruments", requires the Company
to disclose, when reasonably attainable, the fair market values
of its assets and liabilities which are deemed to be financial
instruments. The Company's financial instruments consist
primarily of cash and certain investments.
7
<PAGE>
GREEN FUSION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
- ---------------------------------------------------------------
Per Share Information
- ---------------------
The Company computes per share information by dividing the net
loss for the period presented by the weighted average number of
shares outstanding during such period.
NOTE 2 - PROVISION FOR INCOME TAXES
- -----------------------------------
The provision for income taxes for the period ended December 31,
1999 represents the minimum state income tax expense of the
Company, which is not considered significant.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
Operating Leases
- ----------------
The Company currently rents administrative office space under a
monthly renewable contract.
Litigation
- ----------
The Company is not presently involved in any litigation.
8
<PAGE>
SUPPLEMENTAL STATEMENT
<PAGE>
GREEN FUSION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATING EXPENSES
DECEMBER 31
-----------
Operating Expenses 1999 1998
---- ----
Professional Fees $ 5,848 $ 0
Supplies 46 0
Bank and Other Charges 0 376
Management Fees 0 1,550
-------- --------
Total Operating Expenses $ 5,894 $ 1,926
========= ========
See Notes to Financial Statements
10
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion of our audit report dated
February 16,2000, on the financial statements of Green
Fusion, Inc. ("the Company") for the period ended December
31, 1999 in the Company's Form 10-KSB registration statement
to be filed with the United States Securities Exchange
Commission. We also consent to the application of such
report to the financial information in the Form 10-KSB, when
such financial information is read in conjunction with the
financial statements referred to in our report.
Sarna & Company
Certified Public Accountants
Westlake Village, California
March 29, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extrated from the condensed
consolidated financial statements contained in the company's annual report on
form 10-K for the year ended December 31, 1999 and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 29
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 57
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 86
<CURRENT-LIABILITIES> 2
<BONDS> 0
0
0
<COMMON> 3
<OTHER-SE> 81
<TOTAL-LIABILITY-AND-EQUITY> 86
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
