SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 6, 2000
FOUNTAIN COLONY VENTURES, INC.
(Exact name of registrant as specified in its charter)
Colorado 33-27230 95-4723110
(State of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
27 Hyakunin-cho, Higashi-ku, Nagoya, Aichi Prefecture, Japan
(Address of principal executive offices)
011-81-52-937-8840
(Registrant's telephone number, including area code)
1621 Altivo Way, Los Angeles, California 90026
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant.
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On April 6, 2000, Fountain Colony Ventures, Inc., a Colorado corporation
("Fountain Colony"), Green Medical Company, Ltd., a Japanese corporation
("Green Medical") and Mr. Katumori Hayashi consummated a stock for stock
exchange (collectively referred to as the "Reorganization") as described below
in this report. See "Item 2. -- Acquisition or Disposition of Assets." In
connection with the Reorganization, Mr. Katumori Hayashi transferred ownership
of one hundred percent of all the issued and outstanding shares of capital
stock of Green Medical to Fountain Colony in exchange for being issued
21,420,000 shares of the common stock, $0.001 par value, of Fountain Colony.
Mr. Hayashi then transferred ownership of 2,142,000 of the shares of Fountain
Colony common stock to Top Dog, LLC, a Nevada limited liability company. As a
result, Mr. Katumori Hayashi now owns 19,278,000 shares, or approximately
74.04%, of the issued and outstanding shares of Fountain Colony common stock.
Top Dog, LLC now owns 2,142,000 shares, or approximately 8.23%, of the issued
and outstanding shares of Fountain Colony common stock.
The Agreement and Plan of Reorganization, as amended, provides that in the
event Fountain Colony fails to meet the financial requirements for an initial
listing as a NASDAQ SmallCap company on or before June 30, 2000, that
5,000,000 shares issued to Katumori Hayashi in connection with the
Reorganization are to be returned to Fountain Colony to be canceled or held as
treasury shares, without payment of any further consideration.
The following table sets forth certain information with respect to the
beneficial ownership of Fountain Colony Common Stock, by: (a) each person
known by Fountain Colony to beneficially own more than 5% of the Fountain
Colony common stock, (b) each director of Fountain Colony, (c) all directors
and executive officers of Fountain Colony, as a group, as of April 6, 2000:
AMOUNT AND NATURE PERCENTAGE OF
OF BENEFICIAL OUTSTANDING
NAME OF BENEFICIAL OWNER OWNERSHIP COMMON STOCK(1)
- ------------------------- ------------------ -----------------
Katumori Hayashi 19,278,000 74.04%
Top Dog, LLC 2,142,000 8.23%
Patrick C. Brooks 1,386,000 5.32%
Satomi Hayashi 0 0%
Masahiko Takeda 0 0%
All Executive Officers
and Directors of Fountain
Colony as a group, 3 persons 19,278,000 74.04%
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As part of the Reorganization, Patrick C. Brooks resigned as the sole director
and officer of Fountain Colony, and the management of Green Medical was
appointed as the new management of Fountain Colony. Katumori Hayashi, Satomi
Hayashi and Masahiko Takeda are the new directors of Fountain Colony.
Katumori Hayashi is the chairman of the board of directors, president and
chief executive officer of Fountain Colony. Satomi Hayashi is the secretary
of Green Medical. Masahiko Takeda is the treasurer of Fountain Colony.
Satomi Hayashi is the wife of Katumori Hayashi.
Item 2. Acquisition or Disposition of Assets.
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On April 6, 2000, Fountain Colony, Green Medical, and Mr. Katumori Hayashi
consummated the Reorganization. In connection with the Reorganization, Mr.
Katumori Hayashi transferred ownership of one hundred percent of all the
issued and outstanding shares of capital stock of Green Medical to Fountain
Colony in exchange for being issued 21,420,000 shares of the common stock,
$0.001 par value, of Fountain Colony. Mr. Hayashi then transferred ownership
of 2,142,000 of the shares of Fountain Colony common stock to Top Dog, LLC, a
Nevada limited liability company.
The Agreement and Plan of Reorganization, as amended, provides that in the
event Fountain Colony fails to meet the financial requirements for an initial
listing as a NASDAQ SmallCap company on or before June 30, 2000, that
5,000,000 shares issued to Katumori Hayashi in connection with the
Reorganization are to be returned to Fountain Colony to be canceled or held as
treasury shares, without payment of any further consideration.
The terms of the Reorganization were negotiated on an arm's length basis
through Green Medical, Mr. Hayashi and their representatives, and by Fountain
Colony's former president, Patrick C. Brooks.
Green Medical owns and operates 25 pharmacies in Japan, most of which are
located in or near Nagoya, Japan. Two pharmacies are located in Tokyo, Japan.
Fountain Colony intends to continue to operate the 25 pharmacies in Japan
through its wholly-owned subsidiary, Green Medical.
Item 4. Changes in Registrant's Certifying Accountant.
- --------------------------------------------------------
Effective April 11, 2000, Fountain Colony dismissed Gerald R. Perlstein as the
independent accountant previously engaged by Fountain Colony to audit the
financial statements of Fountain Colony.
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<PAGE>
Gerald R. Perlstein previously audited the balance sheet of Fountain Colony as
of September 30, 1999, and the related statements of operations, stockholders'
equity, and cash flows for the year ended September 30, 1999. Gerald R.
Perlstein has not issued an adverse opinion or a disclaimer of opinion, nor
has any report during the past year been qualified or modified as to
uncertainty, audit scope, or accounting principles.
During Fountain Colony's most recent fiscal year, and any subsequent interim
period preceding the dismissal of Gerald R. Perlstein, there were no
disagreements with Gerald R. Perlstein on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
During Fountain Colony's most recent fiscal year and any subsequent interim
period preceding this change in certified accountants,
(A) Gerald R. Perlstein did not advise Fountain Colony that the
internal controls necessary for Fountain Colony to develop reliable financial
statements do not exist;
(B) Gerald R. Perlstein did not advise Fountain Colony that
information had come to the accountant's attention that led it to no longer be
able to rely on management's representations, or that made it unwilling to be
associated with the financial statements prepared by management;
(C) Gerald R. Perlstein did not advise Fountain Colony of the
need to expand significantly the scope of its audit, or that information had
come to the accountant's attention during said time period that if further
investigated, may: (i) materially impact the fairness or reliability of
either: a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued covering the
fiscal period(s) subsequent to the date of the most recent financial
statements covered by an audit report (including information that may prevent
it from rendering an unqualified audit report on those financial statements),
or (ii) cause it to be unwilling to rely on management's representations or be
associated with Fountain Colony's financial statements; or
(D) Gerald R. Perlstein did not advise Fountain Colony that
information had come to the accountant's attention that it had concluded
materially impacted the fairness or reliability of either (i) a previously
issued audit
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report or the underlying financial statements, or (ii) the financial
statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report
(including information that, unless resolved to the accountant's satisfaction,
would prevent it from rendering an unqualified audit report on those financial
statements).
The decision to change accountants was recommended and approved by Fountain
Colony's board of directors, who decided to use Green Medical's existing
auditors as the new auditing firm for Fountain Colony.
On April 11, 2000, Fountain Colony engaged Jones, Jensen & Company, LLC as the
new independent accountant engaged as the principal accountant to audit
Fountain Colony's financial statements. During Fountain Colony's two most
recent fiscal years, and any subsequent interim period prior to engaging
Jones, Jensen & Company, LLC, neither Fountain Colony nor someone on its
behalf consulted Jones, Jensen & Company, LLC regarding (i) either: the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
Fountain Colony's financial statements; or (ii) any matter which was either
the subject of a disagreement (there were no disagreements as stated above) or
a reportable event (as described in Item 304(a)(1)(V) of Regulation S-K).
Item 7. Financial Statements and Exhibits.
- -------------------------------------------
(a) Financial statements of businesses acquired - To be filed by amendment
to this report.
(b) Pro forma financial information - To be filed by amendment to this
report.
(c) Exhibits
Exhibit No. Exhibit Description
- ---------- --------------------
2.1 Agreement and Plan of Reorganization dated January 19, 2000, by and
among Fountain Colony, Green Medical and Katumori Hayashi.
2.2 Amendment to Agreement and Plan of Reorganization dated January 27,
2000, by and among Fountain Colony, Green Medical and Katumori
Hayashi.
5
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2.3 Second Amendment to Agreement and Plan of Reorganization dated March
23, 2000, by and among Fountain Colony, Green Medical and Katumori
Hayashi.
16.1 Letter regarding resignation of certifying accountant.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FOUNTAIN COLONY VENTURES, INC.
(Registrant)
Date: April 11, 2000 By: /s/ Katumori Hayashi
--------------------------
Katumori Hayashi
President, Chief Executive Officer
and Chairman of Board of Directors
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EXHIBIT INDEX
Exhibit Page
No. Exhibit Description No.
------------------- -----
2.1 Agreement and Plan of Reorganization 9
dated January 19, 2000, by and among
Fountain Colony, Green Medical and
Katumori Hayashi.
2.2 Amendment to Agreement and Plan of 29
Reorganization dated January 27,
2000, by and among Fountain Colony,
Green Medical and Katumori Hayashi.
2.3 Second Amendment to Agreement and 33
Plan of Reorganization dated March
23, 2000, by and among Fountain
Colony, Green Medical and Katumori
Hayashi.
16.1 Letter regarding resignation of 38
certifying accountant.
8
<PAGE>
EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
FOUNTAIN COLONY VENTURES, INC.,
GREEN MEDICAL COMPANY, LTD.,
AND THE SHAREHOLDER OF
GREEN MEDICAL COMPANY, LTD.
<PAGE> 9
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into on this 19th
day of January, 2000, by and among Fountain Colony Ventures, Inc., a Colorado
corporation, (hereinafter "Fountain Colony"), Green Medical Company, Ltd., a
Japanese corporation (hereinafter "Green Medical"), and Katumori Hayashi as
the sole shareholder of Green Medical (hereinafter referred to as "Green
Medical Stockholder").
RECITAL:
Green Medical Stockholder owns all of the issued and outstanding capital
stock of Green Medical. Fountain Colony desires to acquire all of the issued
and outstanding common voting stock of Green Medical, making Green Medical a
wholly-owned subsidiary of Fountain Colony, and Green Medical Stockholder
desires to make an exchange of all of his common voting shares of Green
Medical solely for voting shares of Fountain Colony's common stock to be
exchanged as set out herein.
NOW, THEREFORE, for the mutual promises of the parties and for other
consideration described herein, the parties agree as follows:
AGREEMENT
1. Plan of Reorganization. Green Medical Stockholder is the owner of
all of the issued and outstanding common voting stock of Green Medical. A
list naming the Green Medical Stockholder and describing his ownership of
Green Medical Shares is attached hereto as Exhibit "A". It is the intention
of the parties hereto that all of the issued and outstanding shares of common
voting stock of Green Medical ("Green Medical Shares") shall be acquired by
Fountain Colony in exchange solely for Fountain Colony voting common stock.
It is the intention of the parties that this transaction qualify as a tax-free
reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended, and related sections thereunder.
2. Exchange of Shares. Fountain Colony and Green Medical Stockholder
agree that all of the issued and outstanding Green Medical Shares shall be
exchanged with Fountain Colony (actually with Fountain Colony's successor
Nevada corporation ("Fountain Colony Successor") as contemplated by Section
8(d) of this Agreement) for 21,420,000 shares of voting common stock of
Fountain Colony Successor ("Fountain Colony Shares"), representing
<PAGE> 10
eighty five percent (85.0%) of the shares of common stock of Fountain Colony
Successor to be issued and outstanding immediately following the exchange of
shares. Immediately following the Closing, there shall be issued and
outstanding a total of 25,200,000 shares of Fountain Colony Successor common
stock, of which 21,420,000 shares (85.0%) shall be owned by the Green Medical
Stockholder and the remaining 3,780,000 shares (15.0%) shall be owned by other
shareholders. Fountain Colony Shares will, on the Closing Date, as hereafter
defined, be delivered to Green Medical Stockholder in exchange for his Green
Medical Shares. Green Medical Stockholder agrees that he will hold the
Fountain Colony Shares for investment purposes and not for further public
distribution without registration under applicable securities laws or pursuant
to an available exemption therefrom. References to Fountain Colony in this
Agreement shall be deemed to refer to Fountain Colony Successor, where
appropriate.
3. Delivery of Shares. On the Closing Date, Green Medical Stockholder
will deliver certificate(s) representing his Green Medical Shares duly
endorsed so as to make Fountain Colony the sole owner thereof, free and clear
of all liens, claims and encumbrances. On such Closing Date, delivery of the
Fountain Colony Shares, which will be appropriately restricted as to transfer,
will be made to Green Medical Stockholder as set forth herein.
4. Representations of Green Medical. Green Medical hereby represents
and warrants that, effective this date and the Closing Date, the
representations listed below are true and correct.
(a) Green Medical Stockholder is the sole record and beneficial
owner of all of the issued and outstanding shares of common stock of Green
Medical;
(b) The Green Medical Shares constitute validly authorized and
issued common voting shares of Green Medical common stock, fully-paid and
nonassessable.
(c) The financial statements dated as of June 30, 1999 of Green
Medical prepared on a consolidated basis together with the financial
statements of Sun Green Pharmacy dated as of June 30, 1999 ("Green Medical
Financial Statements") as delivered or to be delivered to Fountain Colony, are
complete, accurate and fairly present the financial condition of Green Medical
(consolidated with Sun Green Pharmacy) as of the date
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thereof and the results of their consolidated operations for the period(s)
covered.
At Closing there shall be no material liabilities, either fixed or
contingent, not reflected in the Green Medical Financial Statements other than
contracts or obligations incurred in the ordinary and usual course of
business; and no such contracts or obligations incurred in the usual course of
business constitute liens or other liabilities which, if disclosed, would
materially alter the financial condition of Green Medical as reflected in such
financial statements unless otherwise disclosed in writing to Fountain Colony.
(d) Green Medical is not a party to or the subject of any pending
litigation, claims or governmental investigation or proceeding, and there are
no lawsuits, claims, assessments, investigations or similar matters, to the
best knowledge of Green Medical, threatened or contemplated against or
affecting Green Medical, its management or its assets, except as may have been
previously disclosed in writing to Fountain Colony.
(e) As of the Closing Date, Green Medical will be in good standing
in Japan, and will be in good standing and duly qualified to do business in
each jurisdiction where required to be so qualified except where the failure
to so qualify would not have a material adverse effect on the business of
Green Medical.
(f) Green Medical has filed all governmental, tax or related
returns and reports due or required to be filed and has paid or accrued all
taxes or assessments which have become due as of Closing (except as disclosed
in the Green Medical Financial Statements or as otherwise disclosed to
Fountain Colony in writing) or has filed extensions with regard thereto.
(g) Green Medical has not breached, nor is there any pending
claim that Green Medical has breached, or to the knowledge of management of
Green Medical, there are no threatened claims that Green Medical has breached,
any of the terms or conditions of any agreements, contracts or commitments to
which it is a party or by which it or its assets are bound. The execution or
performance hereof will not violate any
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provisions of applicable law or any agreement to which Green Medical is
subject.
(h) Green Medical has no subsidiary corporations.
(i) The corporate financial records, minute books and other
documents and records of Green Medical shall be made available to Fountain
Colony and its representatives, accountants, and attorneys at times and places
mutually agreeable to the parties prior to the Closing, in order to make such
due diligence investigation of the assets, liabilities, and the business of
Green Medical as Fountain Colony may deem necessary or advisable.
(j) The execution of this Agreement has been duly authorized by
all appropriate and necessary action.
(k) The authorized capitalization of Green Medical is as set forth
in the Green Medical Financial Statements. Green Medical has only the capital
stock authorized as set forth in the Green Medical Financial Statements and
all outstanding shares have been duly authorized, validly issued and are fully
paid and nonassessable with no personal liability attaching to the ownership
thereof. There are no outstanding unexpired convertible securities, warrants
or options outstanding which may cause authorized but unissued shares to be
issued to any person.
(l) Green Medical shall continue to do business in the ordinary
course, and there shall not be any material adverse changes in the financial
condition of Green Medical except changes arising in the ordinary course of
business, which changes will in no event materially and adversely affect the
financial position of Green Medical as disclosed in the Green Medical
Financial Statements.
5. Representations of Green Medical Stockholder. The Green Medical
Stockholder hereby represents and warrants as follows:
(a) The Green Medical Shares are presently (and will be at the
Closing) free from all claims, liens, or other encumbrances, and at the
Closing Date, Green Medical Stockholder will have good title and the
<PAGE> 13
4
unqualified right to transfer and dispose of the Green Medical Shares.
(b) All representations and warranties made herein by Green Medical
are true to the best knowledge and information of the Green Medical
Stockholder.
6. Representations of Fountain Colony. Fountain Colony hereby
represents and warrants as follows:
(a) As of the Closing Date, the Fountain Colony Shares to be
delivered to the Green Medical Stockholder will be duly authorized and will
constitute valid and legally issued shares of common stock of Fountain Colony
Successor, fully-paid and nonassessable, free and clear of all claims, liens
and encumbrances, and the Fountain Colony Shares will be legally equivalent in
all respects to the common stock of Fountain Colony Successor to be issued and
outstanding as of the date of the Closing.
(b) The officers of Fountain Colony are duly authorized to execute
this Agreement and have taken all action required by law, applicable
agreements and governing corporate instruments to properly and legally execute
this Agreement. The execution hereof and performance hereunder will not
violate the provisions of Fountain Colony's Articles of Incorporation or
By-laws and will not constitute a material breach of any agreement to which
Fountain Colony is a party.
(c) Fountain Colony has delivered its audited September 30, 1999
financial statements, ("Fountain Colony Financial Statements"), and at Closing
shall deliver all of its financial records to persons appointed as new
management of Fountain Colony. The Fountain Colony Financial Statements are
presently true, correct, complete and accurate. The Fountain Colony Financial
Statements have been prepared in accordance with generally accepted accounting
principles, consistently applied, except as otherwise stated therein. Prior
to Closing, all accounts payable and all other liabilities of Fountain Colony
(including, but not limited to, those liabilities incurred in connection with
the preparation of this Agreement and the consummation of all transactions
contemplated herein) shall be paid and satisfied in
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full. As of the Closing, Fountain Colony shall have no liabilities,
contingent or otherwise. As of the Closing, Fountain Colony is expected to
have no assets since Fountain Colony anticipates any existing assets shall be
expended on preparing for and consummating the Reorganization.
(d) Fountain Colony is not a party to or the subject of any
pending litigation, claims or governmental investigation or proceeding, and
there are no lawsuits, claims, assessments, investigations, or similar
matters, to the best knowledge of Fountain Colony, threatened or contemplated
against or affecting Fountain Colony, its management or assets.
(e) The corporate financial records, minute books and other
documents and records of Fountain Colony shall be made available to Green
Medical and its representatives, accountants, and attorneys at times and
places mutually agreeable to the parties prior to the Closing, in order to
make such due diligence investigation of the assets, liabilities, and the
business of Fountain Colony as Green Medical shall deem necessary or
advisable.
(f) As of the Closing Date and the date hereof, Fountain Colony is
duly organized, validly existing and in good standing under the laws of the
State of Colorado. It has the corporate power to own its property and to
carry on its business as now being conducted and is duly qualified to do
business in any jurisdiction where so required except where the failure to so
qualify would not have a material adverse effect on the business of Fountain
Colony.
(g) Fountain Colony has filed all federal, state, county and local
income, excise, property and other tax returns, forms, or reports, which are
due or required to be filed by it prior to the date hereof and has paid or
made adequate provision for the payment of all taxes, fees, or assessments
which have or may become due pursuant to such returns or pursuant to any
assessments received. Fountain Colony is not delinquent or obligated for any
tax, penalty, interest, delinquency or charge.
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(h) Fountain Colony has not breached, nor is there any pending claim
that Fountain Colony has breached, or the knowledge of management of Fountain
Colony, there are no threatened claims that Fountain Colony has breached, any
of the terms or conditions of any agreements, contracts or commitments to
which it is a party or by which it or its assets are bound. The execution and
performance hereof will not violate any provisions of applicable law or any
agreement to which Fountain Colony is subject. Fountain Colony represents it
is not a party to any material contract or commitment other than appointment
documents with its transfer agent.
(i) Fountain Colony has only one class of stock outstanding which is
its common stock, of which 900,000 shares are presently issued and
outstanding. All of the Class A Warrants, Class B Warrants and Class C
Warrants issued at the time of Fountain Colony's predecessor corporation's
initial public offering have expired, and are no longer exercisable. Fountain
Colony has no other securities outstanding. Fountain Colony shall not, prior
to the Closing of the Reorganization, without Green Medical's written consent,
issue any additional securities or grant any options to purchase additional
securities.
All outstanding shares of Fountain Colony have been duly authorized,
validly issued, and fully-paid and there are no outstanding or presently
authorized securities, warrants, options or related commitments on behalf of
the Fountain Colony, of any nature not reflected in Fountain Colony Financial
Statements or described herein.
(j) Fountain Colony has no subsidiary corporation.
(k) At the date of this Agreement, Fountain Colony has, and at the
Closing Date it will have, disclosed all events, conditions and facts
materially affecting the business of Fountain Colony. Fountain Colony has not
now and will not have, at the Closing Date, withheld disclosure of any such
events, conditions, and facts of which it has knowledge, or has reasonable
grounds to know, which may materially affect the business of Fountain Colony.
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(l) Fountain Colony is a public company and represents that it has
no existing or threatened liabilities, claims, lawsuits, or, to the best
knowledge of Fountain Colony, any basis for the same, with respect to any past
stock issuances made by it or its predecessor corporation, or any other
dealings with its stockholders, the public, brokers, the Securities and
Exchange Commission, state agencies or other persons. This includes matters
relating to state and federal securities laws as well as general common law or
state corporation law principles.
(m) This Agreement is enforceable in accordance with its terms.
(n) Fountain Colony filed a Form 15 with the Securities and
Exchange Commission in 1991 to terminate its periodic reporting obligations.
On November 24, 1999, Fountain Colony filed a registration statement on Form
10-SB ("Registration Statement") with the Securities and Exchange Commission
in order to officially resume its reporting obligations. Fountain Colony
requested acceleration of the effective date of the Registration Statement on
December 23, 1999. The Registration Statement is now effective.
7. Closing Date. The Closing Date herein referred to shall be upon such
date as the parties hereto may mutually agree upon but shall be held on or
prior to February 29, 2000 unless mutually agreed to be held at a later date.
At the Closing, Green Medical Stockholder will be deemed to have accepted
delivery of the certificates of Fountain Colony Shares issued in his name, and
in connection therewith will make delivery of all of his Green Medical Shares
to Fountain Colony. Certain exhibits or schedules referred to in this
Agreement may be delivered subsequent to the Closing Date upon the mutual
agreement of the parties.
8. Conditions Precedent to the Obligations of Green Medical and Green
Medical Stockholder. All obligations of Green Medical and Green Medical
Stockholder under this Agreement are subject to the fulfillment, prior to or
as of the Closing Date, of each of the following conditions:
(a) The representations and warranties by or on behalf of Fountain
Colony contained in this Agreement or in any certificate or document delivered
to Green Medical and Green Medical Stockholder pursuant to the
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<PAGE> 17
provisions hereof shall be true in all material respects at and as of the time
of Closing as though such representations and warranties were made at and as
of such time.
(b) As of the Closing Date, Fountain Colony shall have performed
and complied with all covenants, agreements, and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing.
(c) The present directors of Fountain Colony shall cause the
appointment of the Green Medical Stockholder (Katumori Hayashi) and his
designees to the Board of Directors of Fountain Colony. Fountain Colony
Management, constituting all officers and directors of Fountain Colony, shall
resign as the existing officers and directors of Fountain Colony, as of the
Closing.
(d) Fountain Colony shall, prior to Closing, change its domicile
from a Colorado corporation to a Nevada corporation through a parent
corporation - subsidiary corporation merger in which: (i) the Articles of
Incorporation and By-Laws of the new Nevada corporation (which shall be
approved in advance by Green Medical) shall become the Articles of
Incorporation and By-Laws of the surviving corporation; (ii) the 900,000
outstanding shares of Fountain Colony common stock shall be exchanged for the
Nevada subsidiary corporation's common stock on a 1 old share for 4.2 new
shares basis, resulting in 3,780,000 shares of Fountain Colony Successor
common stock being issued and outstanding immediately prior to the Closing of
the Reorganization with Green Medical and the Green Medical Stockholder; and
(iii) the name of the successor corporation shall be "Green Medical USA, Inc."
or such other name designated by Green Medical. For purposes of this
Agreement, any reference to the Fountain Colony Shares to be delivered to the
Green Medical Stockholder shall be deemed to include the shares of Fountain
Colony Successor.
(e) Fountain Colony shall be current in the filing of its annual
reports on Form 10-KSB, quarterly reports on Form 10-QSB, current reports on
Form 8-K and all other periodic reports required to be filed by Fountain
Colony according to the rules and regulations of the
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Securities and Exchange Commission such that Fountain Colony shall have no
delinquencies in its periodic reporting obligations as of the date of Closing.
(f) Fountain Colony shall have taken all steps necessary to qualify
shares of common stock of Fountain Colony (and Fountain Colony Successor)
stock for quotation on the NASD's OTC Electronic Bulletin Board, and there
have not been and there shall not be any stop orders in effect with respect
thereto.
(g) Fountain Colony shall have no liabilities, contingent or
otherwise, existing as of the Closing.
(h) All instruments and documents delivered to Green Medical and/or
the Green Medical Stockholder pursuant to the provisions hereof shall be
reasonably satisfactory to legal counsel for Green Medical.
9. Conditions Precedent to the Obligations of Fountain Colony. All
obligations of Fountain Colony under this Agreement are subject to the
fulfillment, prior to or at the Closing on the Closing Date, of each of the
following conditions:
(a) the representations and warranties by Green Medical and Green
Medical Stockholder contained in this Agreement or in any certificate or
document delivered to Fountain Colony pursuant to the provisions hereof shall
be true at and as of the time of Closing as though such representations and
warranties were made at and as of such time.
(b) Green Medical and Green Medical Stockholder shall have
performed and complied with all covenants, agreements, and conditions required
by this Agreement to be performed or complied with by them prior to or at the
Closing, including the delivery of the stock of Green Medical being acquired
hereunder.
(c) Green Medical Stockholder shall deliver to Fountain Colony a
letter commonly known as an "investment letter" agreeing that the Fountain
Colony Shares are being acquired for investment purposes. The form of said
letter is attached hereto as Exhibit "B".
(d) Presently Green Medical owns and operates eighteen (18)
pharmacy locations in Japan, and Sun
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Green Pharmacy operates an additional seven (7) pharmacy locations in Japan.
The Green Medical Stockholder owns and operates Sun Green Pharmacy as a sole
proprietorship. Prior to the Closing, the Green Medical Stockholder shall
transfer all of the assets and liabilities of Sun Green Pharmacy (including
the seven (7) pharmacy locations) to Green Medical. As a part of that
transaction, Green Medical shall accept all of the liabilities of Sun Green
Pharmacy, including but not limited to all of the seven (7) lease obligations
covering the seven (7) pharmacy locations operated by Sun Green Pharmacy.
(e) As of the Closing, Green Medical shall meet the financial
requirements for an initial listing as a NASDAQ SmallCap company which
specifically includes one of the following: (i) net tangible assets of at
least $4 million U.S. Dollars; (ii) market capitalization of at least $50
million U.S. Dollars; or (iii) net income of at least $750,000 U.S. Dollars in
Green Medical's most recently completed fiscal year or in two of Green
Medical's last three most recently completed fiscal years.
(f) At the Closing, Green Medical shall reimburse Fountain Colony
for the legal expenses incurred by Fountain Colony in changing its domicile
from Colorado to Nevada and in obtaining Fountain Colony shareholder approval
therefor, provided that the total reimbursement payment to be made by Green
Medical shall not exceed Three Thousand Dollars (U.S.$3,000.00).
10. Indemnification. Within the period provided in paragraph 11 herein
and in accordance with the terms of that paragraph, Green Medical and Fountain
Colony shall indemnify and hold harmless each other at all times after the
date of this Agreement against and in respect of any liability, damage or
deficiency, all actions, suits, proceedings, demands, assessments, judgments,
costs and expenses including attorney's fees incident to any of the foregoing,
resulting from any misrepresentations, breach of covenant or warranty or
nonfulfillment of any agreement on the part of such party under this Agreement
or from any misrepresentation in or omission from any certificate furnished or
to be furnished to a party hereunder.
11. Nature and Survival of Representations. All representations,
warranties and covenants made by any party in this
11
<PAGE> 20
Agreement shall survive the Closing hereunder and the consummation of the
transactions contemplated hereby for one (1) year from the date hereof. All
of the parties hereto are executing and carrying out the provisions of this
Agreement in reliance on the representations, warranties and covenants and
agreements contained in this Agreement or at the Closing of the transactions
herein provided for.
12. Documents at Closing. At the Closing, the following transactions
shall occur, all of such transactions being deemed to occur simultaneously:
(a) Green Medical and/or Green Medical Stockholder will deliver,
or cause to be delivered, to Fountain Colony the following:
(1) stock certificate(s) for the shares of Green Medical Stock
being exchanged hereunder, duly endorsed in blank.
(2) a certificate executed by the Green Medical Stockholder to
the effect that all representations and warranties made by Green Medical and
Green Medical Stockholder under this Agreement are true and correct as of the
Closing, the same as though originally given to Fountain Colony on said date;
(3) a certificate from the appropriate Japanese governmental
office dated at or about the date of the Closing to the effect that Green
Medical is in good standing under the laws of Japan;
(4) an investment letter from the Green Medical Stockholder;
(5) a check to reimburse certain legal expenses referred to
in Section 9(f);
(6) such other instruments, documents and certificates, if
any, as are required to be delivered pursuant to the provisions of this
Agreement.
(b) Fountain Colony will deliver or cause to be delivered:
12
<PAGE> 21
(1) stock certificate representing 21,420,000 shares of
Fountain Colony Successor common stock (representing 85.0% of the then
outstanding common stock) issued in full consideration of the exchange as
described herein;
(2) a certificate of the President and Secretary of Fountain
Colony Successor to the effect that all representations and warranties of
Fountain Colony made under this Agreement are reaffirmed on the Closing Date,
the same as though originally given to Green Medical and the Green Medical
Stockholder on said date;
(3) certified copies of resolutions by Fountain Colony's Board
of Directors, including resignations of the current Fountain Colony officers
and directors, and resolutions of the Fountain Colony Stockholders authorizing
this transaction;
(4) a Certificate from the Secretary of State of Fountain
Colony Successor's state of incorporation dated at or about the date of
Closing that Fountain Colony Successor is in good standing under the laws of
said State;
(5) all corporate records of Fountain Colony and Fountain
Colony Successor:
(6) such other instruments and documents as are required to
be delivered pursuant to the provisions of this Agreement, including the
turning over of control of any remaining corporate assets of Fountain Colony.
13. Break Up Fee. In the event the closing does not occur due to the
fault of Green Medical and/or Green Medical Stockholder, then Green Medical
shall pay the sum of Six Thousand Dollars (U.S.D.$6,000) to Fountain Colony as
a break up fee. The parties believe this amount is adequate to cover the
legal expenses and costs of Fountain Colony to change its domicile from
Colorado to Nevada and to change its domicile back to Colorado again if
Fountain Colony chooses to do so.
14. Miscellaneous.
13
<PAGE> 22
(a) Further Assurances. At any time, and from time to time, after
the effective date, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
(b) Waiver. Any failure on the part of any party hereto to comply
with any of its obligations, agreements or conditions hereunder may be waived
in writing by the party to whom such compliance is owed.
(c) Brokers. Neither party has employed any brokers or finders
with regard to this Agreement.
(d) Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been given if delivered in person or
sent by prepaid first class registered or certified mail, return receipt
requested.
(e) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(f) Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
(g) Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors and assigns.
(h) Entire Agreement. This Agreement is the entire agreement of
the parties covering everything agreed upon or understood in the transaction.
There are no other promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof, except as described in this Agreement.
(i) Time. Time is of the essence.
14
<PAGE> 23
(j) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full force and
effect.
(k) Confidential. All of the information furnished by one party to
another party and/or its representatives pursuant to this Agreement shall not
be disclosed to any third party nor be used for any purpose other than to
evaluate the transactions contemplated by this Agreement, without the other
party's prior written consent. Each party shall protect the other party's
information with the same degree of care as it applies to protect its own
confidential information. If for any reason the Closing does not occur, all
confidential documents, notes, etc. shall be returned to the respective
parties, and each party shall continue to keep the other party's information
confidential.
(l) Japan Law. This Agreement shall be governed by and construed
in accordance with the laws of Japan without reference to its choice of laws,
rules or principles.
IN WITNESS WHEREOF, the parties have executed this Agreement
the day and year first above written.
FOUNTAIN COLONY VENTURES, INC.
By /s/ Patrick C. Brooks
------------------------------
Patrick C. Brooks, President
GREEN MEDICAL COMPANY, LTD.
By /s/ Katumori Hayashi
------------------------------
Katumori Hayashi, President
15
<PAGE> 24
STOCKHOLDER OF GREEN MEDICAL
COMPANY, LTD.
/s/ Katumori Hayashi
------------------------------
Katumori Hayashi
16
<PAGE> 25
EXHIBIT "A"
LIST OF GREEN MEDICAL STOCKHOLDER
No. of Shares of
Shares of Fountain Colony
Green Medical Successor's Common
Name and Address Owned Stock to be Issued
- ----------------- -------------- ------------------
Katumori Hayashi 200 21,420,000
27, Hyakunin-cho, Higashi-ku
Nagoya, Aichi Prefecture
Japan
Total: 200 21,420,000
17
<PAGE> 26
Exhibit "B"
INVESTMENT LETTER
TO THE BOARD OF DIRECTORS OF FOUNTAIN COLONY VENTURES, INC.
The undersigned hereby represents to Fountain Colony Ventures, Inc. (the
"Company"), that (1) the shares of the Company's common stock (the
"Securities") which are being acquired by the undersigned are being acquired
for his own account and for investment and not with a view to the public
resale or distribution thereof: (2) the undersigned will not sell, transfer or
otherwise dispose of the Securities except in compliance with the Securities
Act of 1933, as amended (the "Act"); and (3) he is aware that the Securities
are "restricted securities" as that term is defined in Rule 144 or the General
Rules and Regulations under the Act.
The undersigned further acknowledges that he has had an opportunity to
ask questions of and receive answers from duly designated representatives of
the Company concerning the terms and conditions pursuant to which the
Securities are being offered.
The undersigned acknowledges that he has been afforded an opportunity to
examine such documents and other information which he has requested for the
purpose of verifying the information.
The undersigned acknowledges and understands that the Securities are
unregistered and must be held indefinitely unless they are subsequently
registered under the Act or an exemption from such registration is available.
The undersigned further acknowledges that he is fully aware of the
applicable limitations on the resale of the Securities. These restrictions
for the most part are set forth in Rule 144. The Rule permits sales of
"restricted securities" upon compliance with the requirements of such Rule.
If the Rule is available to the undersigned, the undersigned may make only
routine sales of Securities, in limited amounts, in accordance with the terms
and conditions of that Rule.
The Company is the only person which may register its Securities under
the Act and it currently is not contemplating registering any of its
Securities. Furthermore, the Company has not made any representations,
warranties or covenants to the Purchaser regarding the registration of the
Securities or compliance with any exemption under the Act relating to any
resale of the Securities by the undersigned.
18
<PAGE> 27
By reason of my knowledge and experience in financial and business
matters in general, and investments in particular, the undersigned is capable
of evaluating the merits and risks of an investment in the Securities.
The undersigned is capable of bearing the economic risks of an investment
in the securities, and fully understands the speculative nature of the
securities and the possibility of such loss.
Any and all certificates representing the Securities, and any and all
securities issued in replacement thereof or in exchange therefore, shall bear
the following legend (or a substantially similar legend), which the
undersigned has read and understands:
The shares represented by this Certificate have not been registered under
the Securities Act of 1933 (the "Act") and are "restricted securities" as that
term is defined in Rule 144 under the Act. The shares may not be offered for
sale, sold or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an exemption from
registration under the Act, the availability of which is to be established to
the satisfaction of the Company.
Very truly yours,
____________________________
Katumori Hayashi
Date: ______________, 2000
<PAGE> 29
EXHIBIT 2.2
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Amendment to Agreement and Plan of Reorganization is entered into on
this 27th day of January, 2000, by and among Fountain Colony Ventures, Inc., a
Colorado corporation (hereinafter "Fountain Colony"), Green Medical Company,
Ltd., a Japanese corporation (hereinafter "Green Medical"), and Katumori
Hayashi as the sole shareholder of Green Medical (hereinafter referred to as
"Green Medical Stockholder").
RECITALS:
A. On January 19, 2000, the parties entered into an Agreement and Plan
of Reorganization.
B. The parties later decided that the provisions of the Agreement and
Plan of Reorganization which required Fountain Colony to change its domicile
from Colorado to Nevada and to change its name to "Green Medical USA, Inc."
would unduly delay the closing of the Reorganization due to the fact that
Fountain Colony would have to prepare and file a Proxy Statement with the U.S.
Securities and Exchange Commission prior to seeking Fountain Colony
shareholder approval. The parties decided that it is in their best interests
to proceed with the closing of the Reorganization transaction as soon as
possible, and allow Fountain Colony to prepare a Proxy Statement and seek
Fountain Colony shareholder approval of a change of domicile and a change of
name after the closing.
C. The parties now desire to amend certain provisions of the Agreement
and Plan of Reorganization as provided for herein.
NOW, THEREFORE, in consideration of the mutual covenants of the parties,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree to amend certain
provisions of the Agreement and Plan of Reorganization as described below:
AGREEMENT
1. Cancellation of Requirement to Change Domicile and Name of Fountain
Colony Prior to Closing. Certain provisions of the Agreement and Plan of
Reorganization, including but not limited to Section 8(d), provide that
Fountain Colony shall, prior to Closing, change its domicile from a Colorado
corporation to a Nevada corporation through a parent corporation-subsidiary
corporation
<PAGE> 30
merger in which: (i) the Articles of Incorporation and By-Laws of the new
Nevada corporation shall become the Articles of Incorporation and By-Laws of
the surviving corporation; (ii) the 900,000 outstanding shares of Fountain
Colony common stock shall be exchanged for the Nevada subsidiary corporation's
common stock on a 1 old share for 4.2 new shares basis, resulting in Three
Million Seven Hundred Eighty Thousand (3,780,000) shares of Fountain Colony
Successor common stock being issued and outstanding immediately prior to the
Closing of the Reorganization; and (iii) the name of the successor corporation
shall be "Green Medical U.S.A., Inc." or such other name designated by Green
Medical. Theses requirements are hereby deleted from the Agreement and Plan
of Reorganization. The related provision of Section 9(f) which provided for
the payment of Fountain Colony's legal expenses to be incurred in changing its
domicile from Colorado to Nevada and in obtaining Fountain Colony shareholder
approval is hereby deleted. Additionally, the break-up fee provision of
Section 13 which was designed to cover payment of such legal fees and the
additional legal fees necessary to change the domicile of Fountain Colony back
to Colorado is hereby deleted.
2. Forward Stock Split of Fountain Colony. Prior to the Closing of
the Reorganization, Fountain Colony shall approve and effect a forward stock
split of its issued and outstanding shares of common stock (or the payment of
a stock dividend in respect of its issued and outstanding shares of common
stock) such that immediately following the forward stock split (or payment of
stock dividend) the number of issued and outstanding shares of Fountain Colony
common stock shall be increased from Nine Hundred Thousand (900,000) shares to
Three Million Seven Hundred Eighty Thousand (3,780,000) shares.
3. Amendment Concerning Acquisition of Sun Green Pharmacy Assets and
Liabilities. Section 9(d) of the Agreement and Plan of Reorganization is
hereby amended in its entirety to read as follows:
Presently Green Medical owns and operates eighteen (18) pharmacy
locations in Japan, and Sun Green Pharmacy operates an additional seven (7)
pharmacy locations in Japan. The Green Medical Stockholder owns and operates
the seven (7) Sun Green Pharmacy locations as a sole proprietorship. Prior to
the Closing, the Green Medical Stockholder shall transfer all of the assets of
the seven (7) Sun Green Pharmacy locations operated as a sole proprietorship
(except for two real properties owned by the Green Medical Stockholder and
used in the business of
2
<PAGE> 31
Sun Green Pharmacy and approximately Forty Thousand Dollars ($40,000) of
certain equipment used by Sun Green Pharmacy) to Green Medical. The transfer
of the assets from Sun Green Pharmacy to Green Medical shall include all seven
(7) Sun Green Pharmacy locations and all inventory held at the seven (7) Sun
Green Pharmacy locations. As part of that transaction, Green Medical shall
accept responsibility for and assume all the liabilities of Sun Green Pharmacy
except for certain loans payable and mortgages encumbering the two parcels of
real property not being transferred and certain other liabilities payable by
Sun Green Pharmacy. The amount of the Sun Green Pharmacy liabilities not
being assumed by Green Medical is approximately $___________. The Green
Medical Stockholder agrees to enter into lease agreements with Green Medical
covering five (5) of the Sun Green Pharmacy locations owned by third parties.
The monthly rental amounts and other terms of the lease agreements concerning
those five (5) properties shall be substantially the same as those lease
agreements currently in place between the Green Medical Stockholder doing
business as Sun Green Pharmacy and the five (5) landlords. The Green Medical
Stockholder will enter into two new lease agreements with Green Medical
covering the additional two (2) Sun Green Pharmacy locations which are
currently operated out of real property locations owned by the Green Medical
Stockholder. The terms of these two new lease agreements shall provide for a
fair market value rental rate to be paid to the Green Medical Stockholder.
4. Other Inconsistent Provisions Hereby Amended. Any other provisions
of the Agreement and Plan of Reorganization which are inconsistent with the
terms of Sections 1, 2 and 3 of this Amendment described above, shall be
deemed to be amended consistent therewith. All other terms and conditions of
the Agreement and Plan of Reorganization shall remain unchanged and in full
force and affect.
This Amendment is entered into as of the date and year fist above
written.
FOUNTAIN COLONY VENTURES, INC.
By /s/ Patrick C. Brooks
---------------------------
Patrick C. Brooks, President
3
<PAGE> 32
GREEN MEDICAL COMPANY, LTD.
By /s/ Katumori Hayashi
---------------------------
Katumori Hayashi, President
STOCKHOLDER OF GREEN MEDICAL
COMPANY, LTD.
/s/ Katumori Hayashi
----------------------------
Katumori Hayashi
<PAGE> 33
EXHIBIT 2.3
SECOND AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
This Second Amendment to Agreement and Plan of Reorganization ("Second
Amendment") is entered into on this 23rd day of March, 2000, by and among
Fountain Colony Ventures, Inc., a Colorado corporation (hereinafter "Fountain
Colony"), Green Medical Company, Ltd., a Japanese corporation (hereinafter
"Green Medical"), and Katumori Hayashi as the sole shareholder of Green
Medical (hereinafter referred to as "Green Medical Stockholder").
RECITALS:
A. On January 19, 2000, the parties entered into an Agreement and Plan
of Reorganization.
B. On January 27, 2000, the parties entered into an Amendment to
Agreement and Plan of Reorganization ("First Amendment").
C. On February 29, 2000, the parties agreed to extend the closing
deadline to on or before March 31, 2000.
D. The parties now desire to amend certain provisions of the Agreement
and Plan of Reorganization, as amended, as provided for herein.
NOW, THEREFORE, in consideration of the mutual covenants of the parties,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree to amend certain
provisions of the Agreement and Plan of Reorganization as described below:
AGREEMENT
1. Additional Representations and Warranties of Green Medical and Green
Medical Stockholder. Green Medical and Green Medical Stockholder hereby
represent and warrant that, effective this date and the Closing Date, the
representations and warranties listed below are true and correct:
(a) The "accrued taxes and penalties payable" described on the June
30, 1999 audited balance sheet of Green Medical as a U.S.$2,187,538 liability,
and referred to in Note 8 of the financial statements, has subsequently been
paid in full
<PAGE> 34
through a contribution of capital to Green Medical made by the Green Medical
Stockholder.
(b) The "accounts payable, related parties" identified on the June
30, 1999 audited balance sheet of Green Medical as a U.S.$417,022 liability,
and referred to in Note 3 of the financial statements, has been forgiven in
full, and may be treated as an additional contribution to capital of Green
Medical by the Green Medical Stockholder.
(c) The requirements specified in Section 9(d) of the Agreement and
Plan of Reorganization, as amended by the First Amendment and this Second
Amendment, have been satisfied in full. As a result, net assets in the
approximate amount of U.S.$385,820 have been contributed to Green Medical from
Sun Green Pharmacy, which represent all of the assets of the seven (7) Sun
Green Pharmacy locations (except for two (2) real properties and approximately
Forty Thousand Dollars (U.S.$40,000) of certain equipment used by Sun Green
Pharmacy). The net assets consist of approximately U.S.$1,098,792 in current
assets, approximately U.S.$561,845 in other assets, approximately U.S.$861,132
in short-term liabilities and approximately U.S.$413,685 in long-term
liabilities. The seven pharmacies previously owned and operated by Sun Green
Pharmacy are now owned and operated by Green Medical. The only liabilities of
Sun Green Pharmacy paid or assumed by Green Medical involve the lease
liabilities for each of the seven (7) pharmacy locations.
(d) From June 30, 1999 through February 29, 2000, Green Medical and
Sun Green had combined net income of at least One Million Five Hundred
Thousand Dollars (U.S. $1,500,000).
(e) From June 30, 1999 through March 15, 2000, the total net worth
of Green Medical has increased by at least Four Million Dollars
(U.S.$4,000,000), represented by: (i) payment of "accrued taxes and penalties
payable" in the amount of U.S. $2,187,538 through a contribution of capital by
the Green Medical Stockholder; (ii) forgiveness of "accounts payable, related
parties" of U.S.$417,022; (iii) contribution of net assets of approximately
U.S.$385,820, representing assets of the seven (7) Sun Green Pharmacy
locations contributed to Green Medical; and (iv) at least U.S.$1,500,000 of
combined net income of Green Medical and Sun Green Pharmacy earned between
June 30, 1999 and February 29, 2000 (less any accrued income taxes payable on
the net income);
2
<PAGE> 35
(f) There have been no material adverse effects, financial or
otherwise, to Green Medical or Sun Green Pharmacy since June 30, 1999, and
none are anticipated at this time.
(g) There have been no related party loans made to or from Green
Medical or Sun Green Pharmacy since June 30, 1999, and none are anticipated at
the present time.
2. Modification of Condition Concerning Transfer of Certain Assets and
Assumption of Certain Liabilities of Sun Green Pharmacy. Section 9(d) of the
Agreement and Plan of Reorganization, as amended by the First Amendment,
provides that certain assets of Sun Green Pharmacy are to be transferred to
Green Medical and that Green Medical is to assume certain liabilities of Sun
Green Pharmacy. The parties agree that this transfer of assets and assumption
of liabilities shall be deemed to be effective as of January 1, 2000. Any net
income generated by the seven Sun Green Pharmacy locations since January 1,
2000 shall belong to Green Medical.
3. Modification of Condition Concerning NASDAQ Financial
Qualifications. Section 9(e) of the Agreement and Plan of Reorganization is
hereby amended in its entirety to read as follows:
On or before June 30, 2000, Green Medical shall meet the financial
requirements for an initial listing as a NASDAQ SmallCap company which
specifically requires that Green Medical meet at least one of the following
requirements: (i) net tangible assets of at least U.S.$4,000,000; (ii) market
capitalization of at least U.S. $50,000,000; or (iii) net income of at least
U.S.$750,000 in Green Medical's most recently completed fiscal year or in two
of Green Medical's last three most recently completed fiscal years. In the
event that Green Medical fails to meet the financial requirements for an
initial listing as a NASDAQ SmallCap company, as specified above, on or before
June 30, 2000, then the Green Medical Stockholder agrees to return to Fountain
Colony 5,000,000 Fountain Colony Shares (from the 21,420,000 Fountain Colony
Shares which the Green Medical Stockholder shall receive as of the Closing),
to be canceled by Fountain Colony or held by Fountain Colony as Treasury
shares, without the payment of any further consideration. This cancellation
of Fountain Colony Shares shall take place on or before September 30, 2000.
Green Medical's satisfaction of the condition to meet the financial
requirements for a NASDAQ SmallCap initial listing, shall be subject to
verification by audit.
3
<PAGE> 36
4. Best Faith Efforts to Raise Additional Equity Capital. Green Medical
is presently engaged in attempting to raise additional equity capital in Japan
for Fountain Colony, subject to the closing of the reorganization transaction
between Fountain Colony, Green Medical and the Green Medical Stockholder (the
"Reorganization"), pursuant to which approximately $600,000 has been deposited
into escrow as of March 22, 2000. The private placement stock will be sold at
U.S.$3.00 per share. Under the terms of the Japanese private placement
offering, at least U.S.$2,500,000 must be raised in the offering and the
Reorganization must be closed before any funds may be released from escrow.
In the event that the closing of the Reorganization occurs prior to the
deposit of U.S.$2,500,000 or more into escrow, Green Medical will continue to
use its best faith efforts to raise the balance of the funds necessary to
break escrow in the current private placement offering.
5. Other Inconsistent Provisions Hereby Amended. Any other provisions
of the Agreement and Plan of Reorganization, as amended by the First
Amendment, which are inconsistent with the terms of Sections 1, 2, 3 and 4 of
this Second Amendment described above, shall be deemed to be amended
consistent therewith. All other terms and conditions of the Agreement and
Plan of Reorganization, as amended by the First Amendment, shall remain
unchanged and in full force and affect.
This Second Amendment is entered into as of the date and year first above
written.
FOUNTAIN COLONY VENTURES, INC.
By /s/ Patrick C. Brooks
------------------------------
Patrick C. Brooks, President
GREEN MEDICAL COMPANY, LTD.
By /s/ Katumori Hayashi
-----------------------------
Katumori Hayashi, President
4
<PAGE> 37
STOCKHOLDER OF GREEN MEDICAL
COMPANY, LTD.
/s/ Katumori Hayashi
------------------------------
Katumori Hayashi
<PAGE> 38
EXHIBIT 16.1
<Letterhead of GERALD R. PERLSTEIN
Certified Public Accountant
1260 S. Beverly Glen Blvd., Suite 106
Los Angeles, CA 90024
______________
Telephone (310)275-4650
FAX (310)275-4611>
April 11, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
Re: Fountain Colony Ventures, Inc.
We have read Item 4 of Fountain Colony Ventures, Inc.'s Form 8-K dated April
11, 2000 and are in agreement with the statements contained therein so far as
those statements pertain to the accounting firm of Gerald R. Perlstein.
Yours very truly,
/s/ Gerald R. Perlstein
Gerald R. Perlstein
