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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
BLUE ZONE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
096084108
(CUSIP Number)
F. Michael P. Warren
P.O. Box 772
The Valley
Anguilla, B.W.I.
(604) 512-0075
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 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 Rule 13d-1 (e), 13d-1(f) or 13d-1 (g), check the
following box. [ ]
(Continued on following pages)
(Page 1 of 7 Pages)
*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 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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CUSIP No. 096084108 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
F. Michael P. Warren
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
NUMBER OF
12,150,100
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
- 0 -
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
12,150,100
REPORTING
10 SHARED DISPOSITIVE POWER
PERSON
- 0 -
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,150,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.02 %
14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of Common Stock, par value $.001
per share (the "Common Stock"), of Blue Zone, Inc. (the "Issuer").
The principal executive offices of Blue Zone are located at 329 Railway
Street, 5th Floor, Vancouver, British Columbia, Canada V6A 1A4.
ITEM 2. IDENTITY AND BACKGROUND.
(a) NAME OF PERSONS FILING:
This statement is filed on behalf of F. Michael P. Warren (the
"Reporting Person").
(b) ADDRESS OF THE REPORTING PERSON.
P.O. Box 772
The Valley
Anguilla, B.W.I.
(c) PRINCIPAL OCCUPATION OF THE REPORTING PERSONS:
Chairman of venture capital company.
(d) CRIMINAL PROCEEDING:
During the last five years, the Reporting Person has not been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) CIVIL PROCEEDING:
During the last five years, the Reporting Person has not been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction.
(f) CITIZENSHIP:
Canada
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In connection with the closing under a Share Exchange Agreement (the
"Share Exchange Agreement") by and among the Issuer, the Reporting
Person, Blue Zone Productions Ltd.("Productions"), Blue Zone
Entertainment Inc., Blue Zone International Inc., Bruce Warren and
Jamie Ollivier, on October 8, 1999, the Reporting Person acquired
12,000,000 shares of the Issuer in exchange for the Reporting Person's
shares of Productions which represented all of the issued and
outstanding shares of Productions and which were valued at Cdn $720,000
(approximately U.S. $490,000).
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ITEM 4. PURPOSES OF TRANSACTION.
On October 8, 1999, Productions and the Issuer (which was then known as
Western Food Distributors, Inc.) entered into the Share Exchange
Agreement. Pursuant to the Share Exchange Agreement, all of the shares
of Productions were exchanged for 12,000,000 shares of the Issuer,
Productions became a wholly-owned subsidiary of Issuer, and the Issuer
changed its name from Western Food Distributors, Inc. to "Blue Zone,
Inc." The existing management of Issuer then resigned, and the current
officers and directors assumed the management of the Issuer.
The Reporting Person intends to review on a continuing basis his
investment in the Issuer and may, depending upon the Reporting Person's
evaluation of his financial planning, upon the Issuer's business and
prospects and upon future developments in general business, economic
and market conditions, determine to increase, decrease or continue to
hold or dispose of the position in the Issuer.
Except as set forth in the previous paragraph, the Reporting
Person does not have any plan or proposal that relates to or would
result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present Board of Directors or management of
the Issuer;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer 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 the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or
(j) any action similar to any of those enumerated in (a)-(i)
above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As at the date hereof, the Reporting Person beneficially owns
in the aggregate, 12,150,100 shares of Common Stock (
including 150,000 shares that may be acquired upon the
exercise of options at an exercise price of $5.00 per share
until November 2009), representing 56.02% the Issuer's common
stock.
The forgoing percentage is based upon 21,538,100 shares of
Common Stock issued and outstanding as of May 12, 2000, as
reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000.
(b) The Reporting Person has the sole power to vote or to direct
the vote of or to dispose or direct the disposition of any
shares of Common Stock in (a) above.
(c) The Reporting Persons has not effected any transactions in the
securities of the Issuer during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Person is not a party to any contract or arrangement with
respect to securities of the Issuer.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Share Exchange Agreement, dated as of October 5, 1999, among
F. Michael P. Warren, Bruce Warren, Jamie Ollivier, Blue Zone
Productions Ltd., Blue Zone Entertainment Inc., Blue Zone
International Inc. and Western Food Distributors, Inc.
(incorporated by reference from the Issuer's Registration
Statement on Form 10 (File No. 0-29907))
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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: May 23, 2000
/s/ F. Michael P. Warren
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F. Michael P. Warren
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