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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10SB
Amendment No. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GREEN FUSION CORPORATION
------------------------
(Exact name of Company as specified in its charter)
NEVADA 52-2202446
- ------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6320 S. Sandhill Road, Suite #10
Las Vegas, Nevada 89120
- ----------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 521-1919
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Shares, par value $0.001 per share
-----------------------------------------
(Title of class)
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TABLE OF CONTENTS
Page
COVER PAGE ..................................................... 1
TABLE OF CONTENTS .............................................. 2
PART I ......................................................... 3
DESCRIPTION OF BUSINESS ........................................ 3
DESCRIPTION OF PROPERTY ........................................ 9
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES ........ 9
REMUNERATION OF DIRECTORS AND OFFICERS ......................... 10
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS ... 10
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS ...... 11
DESCRIPTION OF SECURITIES ...................................... 11
PART II ........................................................ 13
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS ............... 13
LEGAL PROCEEDINGS .............................................. 14
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS .................. 14
RECENT SALES OF UNREGISTERED SECURITIES ........................ 14
INDEMNIFICATION OF DIRECTORS AND OFFICERS ...................... 15
PART F/S ....................................................... 17
FINANCIAL STATEMENTS ........................................... F-1
PART III ....................................................... 18
INDEX TO EXHIBITS .............................................. 18
SIGNATURES ..................................................... 19
2
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PART I
The issuer has elected to follow Form 10-SB, Disclosure Alternative 2.
Item 6. 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.
The Option is exercisable by the Company:
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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.
A copy of the Option Agreement is attached to this Registration
Statement and is made a part of this Registration Statement by
reference. The information provided in this Registration Statement
with respect to the Option Agreement is qualified in its entirety by
reference to the complete text of the agreement.
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
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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.
A copy of a map showing the location and accessibility of the Green
Lake Properties is attached to this Registration Statement as an
Exhibit.
1998 Work Program
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.
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 $32,793 as of January 5,
2000. 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
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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.
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.
Employees
As of January 5, 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
salary 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.
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
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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;
* 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.
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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.
Research and Development Expenditures
The Company has incurred exploration costs in the amount of $31,777 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.
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Item 7. 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 6 - "Description of Business" of Part I of this
Registration Statement. 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 6 - "Description of Business"
of Part I of this Registration Statement under "Option Agreement".
The Company does not own or lease any property other than its interest
in the Green Fusion Properties.
Item 8. Directors, Executive Officers and Significant Employees
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 44 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 Cohart 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 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.
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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.
Item 9. Remuneration of Directors and Officers
The following table sets forth certain information as to the Company's
three 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 6. "Business - Employees".
Summary Compensation Table
Name of Individual or Capacities in which Aggregate
Identity of Group Remuneration was Received Remuneration
- --------------------- ------------------------- ------------
Logan Anderson Director and President NIL
Howard Thomson Director and Secretary NIL
Treasurer
Officers and Directors Directors and Officers NIL
of the Company as a Group
The Company presently does not pay any salary or fee to either Mr.
Anderson or Mr. Thomson. See Item 6 - "Description of Business -
Employees".
Item 10. Security Ownership of Management and Certain Security Holders
The following table sets forth, as of January 5, 2000, the beneficial
ownership of the Company's Common Stock by each officer and director of
the Company, by each person known by the Company to beneficially own
more than 10% of the Company's Common Stock outstanding and by the
officers and directors of the Company 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
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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 January 5, 2000
Item 11. Interest of Management and Others in Certain Transactions
Except as disclosed below, none of the following parties since the date
of the Company's incorporation has had any material interest, direct or
indirect, in any transaction with the Company or in any presently
proposed transaction that, in either case, has or will materially
affect the Company.
* Director or officer of the Company;
* Proposed nominee for election as a director of the Company;
* Person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all
outstanding shares of the Company;
* Promoter of the Company;
* Relative or spouse of any of the foregoing persons.
Item 12. Description of Securities
Common Stock
The Company's authorized capital consists of 100,000,000 common shares
par value $0.001 of Common Stock, of which 2,565,000 are issued and
outstanding as of January 5, 2000.
Holders of Common Stock have the right to cast one vote for each share
held of record on all matters submitted to a vote of holders of Common
Stock, including the election of directors. There is no right to
cumulate votes for the election of directors. Stockholders holding a
majority of the voting power of the capital stock issued and
outstanding and entitled to vote, represented in person or by proxy,
are necessary to constitute a quorum at any meeting of the Company's
stockholders, and the vote by the holders of a majority of such
outstanding shares is required to effect certain fundamental corporate
changes such as liquidation, merger or amendment of the Company's
Articles of Incorporation.
Holders of Common Stock are entitled to receive dividends pro rata
based on the number of shares held, when, as and if declared by the
Board of Directors, from funds legally available therefor, subject to
the rights of holders of any outstanding preferred stock. In the event
of the liquidation, dissolution or winding up of the affairs of the
Company, all assets and funds of the Company remaining after the
payment of all
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debts and other liabilities, subject to the rights of
the holders of any outstanding preferred stock, shall be distributed,
pro rata, among the holders of the Common Stock. Holders of Common
Stock are not entitled to pre-emptive or subscription or conversion
rights, and there are no redemption or sinking fund provisions
applicable to the Common Stock.
Warrants
The Company does not have any outstanding warrants to purchase the
securities of the Company.
Options
The Company does not have any outstanding options to purchase the
securities of the Company. The Company may in the future establish an
incentive stock option plan for its directors, officers, employees and
consultants.
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PART II
Item 1. Market Price of and Dividends on the Registrant's Common
Equity and Other Stockholder Matters
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 this registration statement, there were thirty-seven
(37) registered shareholders of the Company's common stock.
Rule 144 Shares
A total of 1,550,000 shares of the Company's common stock will be
available for resale to the public after March 31, 2000 in accordance
with the volume and trading limitations of Rule 144. In general, under
Rule 144 as currently in effect, a person who has beneficially owned
shares of the Company's common stock for at least one year would be
entitled to sell within any three month period a number of shares that
does not exceed the greater of:
1. 1% of the number of shares of the Company's common stock then
outstanding which will equal approximately 25,650 shares as of the
date of this registration statement; or
2. the average weekly trading volume of the Company's common stock
during the four calendar weeks preceding the filing of a notice on
Form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and
notice requirements and to the availability of current public
information about the Company.
Under Rule 144(k), a person who is not one of the Company's affiliates
at any time during the three months preceding a sale, and who has
beneficially owned the shares proposed to be sold for at least two
years, including the holding period of any prior owned other than an
affiliate, is entitled to sell shares without complying with the manner
of sale, public information volume limitation or notice provisions of
Rule 144. Of the 1,550,000 shares which may be sold pursuant to Rule
144, a total of 50,000 shares are held by persons who are not the
Company's affiliates as of the date of this Registration Statement.
Registration Rights
The Company has not granted registration rights to any persons.
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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).
Item 2. Legal Proceedings
There are no legal proceedings pending or threatened against the
Corporation.
Item 3. Changes in and Disagreements with Accountants
The Company has had no changes in or disagreements with its accountants
since its inception in March 8, 1998
Item 4. Recent Sales of Unregistered Securities
The Company completed an offering of 1,550,000 common shares at a price
of $0.005 per share on March 31, 1999 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.
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)
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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 5. Indemnification of Directors and Officers
The officers and directors of the Company are indemnified as provided
under the Nevada Revised Statutes (the "NRS") and the Bylaws of the
Company.
Under the NRS, director immunity from liability to a corporation or its
shareholders for monetary liabilities applies automatically unless it
is specifically limited by a corporation's articles of incorporation
(which is not the case with the Company's Articles of Incorporation).
Excepted from that immunity are: (i) a wilful failure to deal fairly
with the corporation or its shareholders in connection with a matter in
which the director has a material conflict of interest; (ii) a
violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful); (iii) a transaction from
which the director derived an improper personal profit; and (iv) wilful
misconduct.
The By-laws of the Company provide that the Company will indemnify its
directors and officers to the fullest extent not prohibited by the
Nevada General Corporation Law; provided, however, that the Company may
modify the extent of such indemnification by individual contracts with
its directors and officers; and, provided, further, that the Company
shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such
person unless (i) such indemnification is expressly required to be made
by law, (ii) the proceeding was authorized by the Board of Directors of
the corporation, (iii) such indemnification is provided by the Company,
in its sole discretion, pursuant to the powers vested in the
corporation under the Nevada General Corporation Law or (iv) such
indemnification is required to be made pursuant to the By-laws.
The By-laws of the Company provide that the Company will advance to any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer, of the corporation, or is or
was serving at the request of the corporation as a director or
executive officer of another corporation, partnership, joint venture,
trust or other enterprise, prior to the final disposition of the
15
<PAGE>
proceeding, promptly following request therefor, all expenses incurred
by any director or officer in connection with such proceeding upon
receipt of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not
entitled to be indemnified under the By-laws of the Company or
otherwise.
The By-laws of the Company provide that no advance shall be made by the
Company to an officer of the Company (except by reason of the fact that
such officer is or was a director of the Company in which event this
paragraph shall not apply) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, if a determination is
reasonably and promptly made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties
to the proceeding, or (ii) if such quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to
the decision-making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in bad
faith or in a manner that such person did not believe to be in or not
opposed to the best interests of the Company.
16
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The Company's audited Financial Statements, as described below, are
attached hereto.
1. Audited financial statements for the periods ending December 31,
1998 and 1999, including:
(a) Balance Sheet;
(b) Statement of Operations and Accumulated Deficit;
(c) Statement of Changes in Stockholders' Equity;
(d) Statement of Cash Flows;
(e) Notes to Financial Statements.
17
<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>
PART III
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Articles of Incorporation
3.2 Bylaws of the Company
10.1 Option Agreement dated April 6, 1998 between the Company,
Michael Lederhouse and Carl Service
27.1 Map Showing Location and Accessibility of the Green Lake
Properties
18
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
GREEN FUSION CORPORATION
Date: April 14, 2000
/s/ Logan Anderson
By: _____________________________
LOGAN ANDERSON
Director and President
