UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
_____________
Under the Securities Exchange Act of 1934*
(Amendment No. __)
FOUNTAIN COLONY VENTURES, INC.
_______________________________________________________
(Name of Issuer)
COMMON STOCK, $.001 par value
_______________________________________________________
(Title of Class of Securities)
35069R 1 0 4
______________________________________________________
(CUSIP Number)
Robert N. Wilkinson, Esq.
60 East South Temple, Suite 2002
Salt Lake City, Utah 84111
Telephone: (801) 533-9645
______________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 6, 2000
______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. \ \.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7(b)
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 35069R 1 0 4
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (entities only)
Katumori Hayashi
__________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) \ \
(b) \ \
__________________________________________________________________
3. SEC USE ONLY
__________________________________________________________________
4. SOURCE OF FUNDS (See Instructions)
00
__________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2 (e) \ \
__________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
__________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER 19,278,000
SHARES
BENEFICIALLY 8. SHARED VOTING POWER -0-
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 19,278,000
REPORTING
PERSON 10. SHARED DISPOSITIVE POWER - 0 -
WITH
__________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,278,000 shares
__________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) \ \
___________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.0%
___________________________________________________________________
14. TYPE OF REPORTING PERSON (See Instructions)
IN
_________________________________________________________________
2
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SCHEDULE 13D
Item 1. Security and Issuer
Common Stock, $.001 par value of Fountain Colony Ventures, Inc.
("Fountain Colony"). Fountain Colony's principal executive offices are
located at 27 Hyakunin-cho, Higashi-ku, Nagoya, Aichi Prefecture, Japan.
Item 2. Identity and Background
(a) This statement is filed by Katumori Hayashi.
(b) Katumori Hayashi, a Japanese citizen, has his business address
located at 27 Hyakunin-cho, Higashi-ku, Nagoya, Aichi Prefecture, Japan.
(c) The present principal occupation or employment of Katumori Hayashi,
and the name, principal business and address of any corporation or other
organization in which such employment is conducted are: Katumori Hayashi is
the chairman of the board of directors, chief executive officer and president
of both Fountain Colony and its wholly owned subsidiary, Green Medical
Company, Ltd. The principal business address of both Fountain Colony and
Green Medical Company, Ltd. are 27 Hyakunin-cho, Higashi-ku, Nagoya, Aichi
Prefecture, Japan.
(d) During the last five years, Katumori Hayashi has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Katumori Hayashi has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding he was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On April 6, 2000, Fountain Colony acquired ownership of one hundred
percent of all issued and outstanding shares of capital stock of Green Medical
Company, Ltd. from Katumori Hayashi, in exchange for which Fountain Colony
issued 21,400,000 shares of its common stock to Katumori Hayashi. Mr. Hayashi
subsequently transferred 2,142,000 of the shares of Fountain Colony common
stock to Top Dog, LLC, a Nevada limited liability company, which left Katumori
Hayashi owing 19,278,000 shares of Fountain Colony common stock.
Item 4. Purpose of Transaction
The shares have been acquired by Katumori Hayashi for investment
purposes.
Katumori Hayashi may acquire and/or dispose of additional shares of
Fountain Colony's common stock from time to time, either in the open market
or in privately negotiated transactions. Any decision by Mr. Hayashi to
increase or decrease his holdings in Fountain Colony's common stock may
depend, however, on numerous factors, including, without limitation, the price
of shares of Fountain Colony's common stock, the terms and conditions related
to their purchase and sale, other business and investment alternatives of Mr.
Hayashi and general economic and market conditions.
Except for the possibility of amending Fountain Colony's articles of
incorporation to change the name of Fountain Colony to "Green Medical USA,
Inc." and/or possibly changing the domicile of the corporation from Colorado
to Nevada, and allowing Fountain Colony to possibly sell up to an additional
829,306 shares of its common stock privately in Japan, Katumori Hayashi
presently has no plans or proposals which relate to or would result in: (a)
the acquisition by any person of additional securities of Fountain Colony or
the disposition of securities of Fountain Colony; (b) an extraordinary
corporate transaction, such as a merger, reorganization or
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liquidation, involving Fountain Colony or any of its subsidiaries; (c) a sale
or transfer of a material amount of assets of Fountain Colony or any of its
subsidiaries; (d) any change in the present board of directors or management
of Fountain Colony, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of Fountain
Colony; (f) any other material change in Fountain Colony's business or
corporate structure; (g) changes in Fountain Colony's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of Fountain Colony by any person; (h) causing a class
of securities of Fountain Colony to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class
of equity securities of Fountain Colony to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above. However, Katumori Hayashi may
formulate plans or proposals with respect to one or more of the foregoing in
the future.
Item 5. Interest in Securities of Issuer
(a) As of April 14, 2000, Katumori Hayashi owns 19,278,000 shares, or
approximately 74.0%, of the issued and outstanding shares of Fountain Colony
common stock. As of April 14, 2000, Fountain Colony has approximately
26,037,361 shares of its common stock issued and outstanding.
(b) Katumori Hayashi has the sole power to vote or direct the vote of
19,278,000 shares owned by him. Katumori Hayashi has the sole power to
dispose or to direct the disposition of the 19,278,000 shares owned by him.
(c) During the past 60 days, Mr. Hayashi effected the following
transactions in Fountain Colony's common stock: (1) On April 6, 2000, Mr.
Hayashi acquired 21,420,000 shares of Fountain Colony common stock in exchange
for transferring to Fountain Colony, 100% of the ownership of the issued and
outstanding shares of capital stock of Green Medial Company, Ltd.; (2) on
April 6, 2000, Mr. Hayashi transferred ownership of 2,142,000 shares of
Fountain Colony common stock to Top Dog, LLC, a Nevada limited liability
company.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
On April 6, 2000, Mr. Hayashi transferred ownership of 2,142,000 shares
of Fountain Colony common stock to Top Dog, LLC, a Nevada limited liability
company recently formed by five individuals who acted as consultants and/or
finders to Mr. Hayashi in connection with the business combination of Fountain
Colony and Green Medical Company, Ltd.
Except as described in the preceding paragraph, Katumori Hayashi is not a
party to any contract, arrangement, understanding or relationship with any
person with respect to any securities of Fountain Colony, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
Exhibit No. Description
1 Agreement and Plan of Reorganization dated January 19,
2000, by and among Fountain Colony, Green Medical
Company, Ltd. and Katumori Hayashi - (Incorporated by
reference from Fountain Colony's Current Report on Form
8-K filed April 12, 2000 as Exhibit No. 2.1)
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2 Amendment to Agreement and Plan of Reorganization dated
January 27, 2000, by and among Fountain Colony, Green
Medical Company, Ltd. and Katumori Hayashi -
(Incorporated by reference from Fountain Colony's Current
Report on Form 8-K filed April 12, 2000 as Exhibit No.
2.2)
3 Second Amendment to Agreement and Plan of Reorganization
dated March 23, 2000, by and among Fountain Colony, Green
Medical Company, Ltd. and Katumori Hayashi -
(Incorporated by reference from Fountain Colony's Current
Report on Form 8-K filed April 12, 2000 as Exhibit No.
2.3)
4 Letter dated March 25, 2000 from Katumori Hayashi to
Patrick C. Brooks, President of Fountain Colony Ventures,
Inc. concerning transfer of 2,142,000 shares of Fountain
Colony common stock to Top Dog, LLC
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: April 14, 2000 By: /s/ Katumori Hayashi
---------------------------------
Katumori Hayashi, Individually
EXHIBIT 4
KATUMORI HAYASHI
27 Hyakunin-cho, Higashi-ku
Nagoya, Aichi, Prefecture Japan
March 25, 2000
Patrick C. Brooks, President
FOUNTAIN COLONY VENTURES, INC.
1621 Altivo Way
Los Angeles, CA 90026
Re: Transfer of Shares of Fountain Colony
Ventures, Inc. Common Stock at Closing
Dear Mr. Brooks:
The Agreement and Plan of Reorganization among Fountain Colony Ventures,
Inc., Green Medical Company, Ltd. and the Shareholder of Green Medical
Company, Ltd. dated January 19, 2000, as amended, provides that upon closing
Fountain Colony Ventures, Inc. is to issue to me a total of 21,420,000 shares
of common stock of Fountain Colony Ventures, Inc. This is to represent 85% of
all of the issued and outstanding shares of Fountain Colony Ventures, Inc.
common stock immediately following the closing.
Certain persons have advised me and assisted me in connection with the
business combination. In order to reward them for their efforts, I have
decided to transfer a total of 2,142,000 shares (from the 21,420,000 shares to
be issued to me at closing) to a company formed by them known as Top Dog, LLC,
a Nevada limited liability company. Accordingly, I would appreciate it if you
would instruct Fountain Colony Ventures, Inc.'s stock transfer agent to issue
19,278,000 shares to me and 2,142,000 shares to Top Dog, LLC, effective as of
the closing.
If you need anything else from me in connection with this request and
authorization, please let me know.
Sincerely,
/s/ Katumori Hayashi
Katumori Hayashi
cc: Masayuki Tsuda
