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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

x Quarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  For the quarterly period ended July 31, 2003

 ̈ Transition
  Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 
  For the transition period ________ to ________

Commission File Number 0-29213

HOUSE OF BRUSSELS CHOCOLATES INC.
  
  (Exact name of small Business Issuer as specified in its charter)

|NEVADA                                          | 52-2202416                       
|----------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                 | (IRS Employer Identification No.)
|incorporation or organization)                  |                                  
|                                                |                                  
|Suite 208, 750 Terminal Avenue                  |                                  
|Vancouver, BC, Canada                           | V6A 2M5                          
|(Address of principal executive offices)        | (Zip Code)                       
|                                                |                                  
|Issuers telephone number, including area code: | (604) 713-8052                   

__________________________________________________
  (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days x
  Yes ̈ No

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date: 20,358,519 Shares
  of $0.001 par value Common Stock outstanding as of September 10, 2003.

Transitional Small Business Disclosure Format (check one):
  Yes  ̈ Nox

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| |  | 10-QSB
      July 31, 2003
| |  | --------------------------
|
|

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS





Page 2 of 19

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CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2003



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| |  | Consolidated Balance Sheet
      (expressed in U.S. dollars)
| |  | ------------------------------------------------------------
|
|

|                                                              |   | JULY 31     |   |   | APRIL 30   |  
|------------------------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                                              |   | 2003        |   |   | 2003       |  
|                                                              |   | (unaudited) |   |   | (audited)  |  
|                                                              |   |             |   |   |            |  
|ASSETS                                                        |   |             |   |   |            |  
|Current assets                                                |   |             |   |   |            |  
|Cash                                                          | $ | 39,526      |   | $ | 56,364     |  
|Accounts receivable                                           |   | 237,437     |   |   | 204,779    |  
|Inventory                                                     |   | 1,284,124   |   |   | 1,016,040  |  
|Prepaid expenses                                              |   | 188,479     |   |   | 144,872    |  
|Total current assets                                          |   | 1,749,566   |   |   | 1,422,055  |  
|                                                              |   |             |   |   |            |  
|Software                                                      |   | 47,211      |   |   | 4,734      |  
|Property, plant and equipment                                 |   | 676,988     |   |   | 681,980    |  
|Other assets                                                  |   | 16,939      |   |   | 16,906     |  
|                                                              | $ | 2,490,704   |   | $ | 2,125,675  |  
|                                                              |   |             |   |   |            |  
|LIABILITIES AND SHAREHOLDERS' DEFICIENCY                      |   |             |   |   |            |  
|Current liabilities                                           |   |             |   |   |            |  
|Accounts payable and accrued liabilities                      | $ | 1,560,324   |   | $ | 1,053,096  |  
|Due to related parties                                        |   | 56,950      |   |   | 60,000     |  
|Loan payable                                                  |   | 279,796     |   |   | -          |  
|Current portion of obligations under
      capital lease      |   | 27,557      |   |   | 28,609     |  
|Total current liabilities                                     |   | 1,924,627   |   |   | 1,141,705  |  
|                                                              |   |             |   |   |            |  
|Long-term debt                                                |   | -           |   |   | 214,713    |  
|                                                              |   | 1,924,627   |   |   | 1,356,418  |  
|                                                              |   |             |   |   |            |  
|Capital stock                                                 |   |             |   |   |            |  
|Authorized                                                    |   |             |   |   |            |  
|60,000,000 common shares, $0.001 par
      value              |   |             |   |   |            |  
|4,,000,000 preferred shares                                   |   |             |   |   |            |  
|Issued                                                        |   |             |   |   |            |  
|20,358,519 (April 30, 2003 - 19,541,422
      ) common shares |   | 20,358      |   |   | 19,541     |  
|Additional paid-in capital                                    |   | 5,688,105   |   |   | 5,739,892  |  
|Warrants issued in connection with private placements         |   | 520,105     |   |   | 204,048    |  
|Accumulated other comprehensive income                        |   | 347,317     |   |   | 332,626    |  
|Accumulated deficit                                           |   | (6,009,808  | ) |   | (5,526,850 | )
|                                                              |   | 566,077     |   |   | 769,257    |  
|                                                              | $ | 2,490,704   |   | $ | 2,125,675  |  

The accompanying notes are an integral part of these financial statements

F 2

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| |  | Consolidated Statement of Operations
      (expressed in U.S. dollars)
| |  | ----------------------------------------------------------------------
|
|

|                                              | FOR THE THREE MONTHS |            
|--------------------------------------------- | -------------------- | -----------
|                                              | ENDED JULY 31        |            
|                                              |                      | 2003       
|                                              |                      | (unaudited)
|                                              |                      |            
|                                              |                      |            
|Sales                                         | $                    | 272,126    
|Cost of sales, excluding amortization         |                      | 247,534    
|Gross profit                                  |                      | 24,592     
|                                              |                      |            
|Selling, general and administrative expenses  |                      | 445,309    
|Amortization of software                      |                      | 3,920      
|Amortization of property, plant and equipment |                      | 58,321     
|                                              |                      | 507,550    
|                                              |                      |            
|Net loss                                      | $                    | (482,958   
|                                              |                      |            
|Weighted-average number of common shares      |                      | 19,652,943 
|outstanding                                   |                      |            
|Basic and diluted loss per share              | $                    | (0.02      

The accompanying notes are an integral part of these financial statements

F 3

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| |  | Consolidated Statement of Changes in Shareholders' Equity (Deficiency)(expressed in U.S. dollars)
| |  | -------------------------------------------------------------------------------------------------
|
|

|                                        |              |  |   |         |  |                    |            |   | WARRANTS ISSUED IN |           |  |               |         |  | ACCUMULATED   |            |   |   |        
|--------------------------------------- | ------------ |  | - | ------- |  | ------------------ | ---------- | - | ------------------ | --------- |  | ------------- | ------- |  | ------------- | ---------- | - | - | -------
|                                        |              |  |   |         |  |                    | ADDITIONAL |   | CONNECTION WITH    |           |  |               |         |  | OTHER         |            |   |   |        
|                                        | COMMON STOCK |  |   | PAID IN |  | PRIVATE PLACEMENTS |            |   |                    |           |  | COMPREHENSIVE |         |  | SHAREHOLDERS' |           
|                                        | SHARES       |  |   | AMOUNT  |  |                    | CAPITAL    |   |                    | WARRANTS  |  |               | AMOUNT  |  |               | DEFICIT    |   |   | INCOME 
|                                        |              |  |   |         |  |                    |            |   |                    |           |  |               |         |  |               |            |   |   |        
|Balance  April 30, 2003 (audited)      | 19,541,422   |  | $ | 19,541  |  | $                  | 5,739,892  |   |                    | 6,550,790 |  | $             | 204,048 |  | $             | (5,526,850 | ) | $ | 332,626
|Stock-based compensation - May 1, 2003  |              |  |   |         |  |                    |            |   |                    |           |  |               |         |  |               |            |   |   |        
|in exchange for services @$0.394/share  | 22,775       |  |   | 23      |  |                    | 8,950      |   |                    | -         |  |               | -       |  |               | -          |   |   | -      
|Stock-based compensation - May 3, 2003  |              |  |   |         |  |                    |            |   |                    |           |  |               |         |  |               |            |   |   |        
|in exchange for services @$0.20/unit    | 200,000      |  |   | 200     |  |                    | (163,592   | ) |                    | 800,000   |  |               | 203,392 |  |               | -          |   |   | -      
|Stock-based compensation - May 15, 2003 |              |  |   |         |  |                    |            |   |                    |           |  |               |         |  |               |            |   |   |        
|in exchange for services @$0.10/share   | 171,883      |  |   | 172     |  |                    | 17,016     |   |                    | -         |  |               | -       |  |               | -          |   |   | -      
|Stock-based compensation - May 15, 2003 |              |  |   |         |  |                    |            |   |                    |           |  |               |         |  |               |            |   |   |        
|in exchange for services @$0.10/unit    | 74,256       |  |   | 74      |  |                    | (5,063     | ) |                    | 74,256    |  |               | 12,415  |  |               | -          |   |   | -      
|Private Placements #110-112; 114-115,   |              |  |   |         |  |                    |            |   |                    |           |  |               |         |  |               |            |   |   |        
|June & July, 2003 @$.55/unit            | 348,183      |  |   | 348     |  |                    | 90,902     |   |                    | 348,183   |  |               | 100,250 |  |               | -          |   |   | -      
|Foreign currency translation adjustment | -            |  |   | -       |  |                    | -          |   |                    | -         |  |               | -       |  |               | -          |   |   | 15,665 
|Loss for the period                     | -            |  |   | -       |  |                    | -          |   |                    | -         |  |               | -       |  |               | (515,663   | ) |   | -      
|Comprehensive loss                      | -            |  |   | -       |  |                    | -          |   |                    | -         |  |               | -       |  |               | -          |   |   | -      
|Balance  July 31, 2003 (unaudited)     | 20,358,519   |  | $ | 20,358  |  | $                  | 5,688,105  |   |                    | 7,773,229 |  | $             | 520,105 |  | $             | (6,042,513 | ) | $ | 348,291

The accompanying notes are an integral part of these financial
  statements

F 4

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| |  | Consolidated Statement of Cash Flows
      (expressed in U.S. dollars)
| |  | ----------------------------------------------------------------------
|
|

|                                                                                                | FOR THE THREE MONTHS |            
|----------------------------------------------------------------------------------------------- | -------------------- | -----------
|                                                                                                | ENDED JULY 31        |            
|                                                                                                |                      | 2003       
|                                                                                                |                      | (unaudited)
|CASH FLOWS FROM OPERATING ACTIVITIES                                                            |                      |            
|Loss for the period                                                                             | $                    | (482,958   
|Adjustments to reconcile net loss for the period to net cash used in operating
      activities |                      |            
|Stock based compensation                                                                        |                      | 73,587     
|Amortization of software                                                                        |                      | 3,920      
|Amortization of property and equipment                                                          |                      | 58,321     
|Gain on disposal of assets                                                                      |                      | -          
|Changes in non-cash working capital items                                                       |                      |            
|Accounts receivable                                                                             |                      | (29,174    
|Inventory                                                                                       |                      | (253,350   
|Prepaid expenses                                                                                |                      | (41,636    
|Other assets                                                                                    |                      | 1          
|Accounts payable and accrued liabilities                                                        |                      | 538,165    
|                                                                                                |                      | (133,124   
|CASH FLOWS FROM FINANCING ACTIVITIES                                                            |                      |            
|Proceeds from (repayments of) loans                                                             |                      | 62,172     
|Proceeds from (repayments to) related parties                                                   |                      | (4,374     
|Repayments of obligations under capital lease                                                   |                      | (1,674     
|Proceeds from issuance of common shares                                                         |                      | 191,500    
|                                                                                                |                      | 247,624    
|CASH FLOWS FROM INVESTING ACTIVITIES                                                            |                      |            
|Purchase of (proceeds from disposal of) property and equipment                                  |                      | (86,890    
|Proceeds from issuance of common shares for purchase of subsidiary                              |                      | -          
|Change in accumulated deficit from acquisition of subsidiary                                    |                      | -          
|                                                                                                |                      | (86,890    
|Foreign exchange effect on cash                                                                 |                      | (44,448    
|Increase (decrease) in cash and cash equivalents                                                | $                    | (16,838    
|Cash and cash equivalents, beginning of the period                                              |                      | 56,364     
|Cash and cash equivalents, end of the period                                                    | $                    | 39,526     
|                                                                                                |                      |            
|                                                                                                |                      |            
|SUPPLEMENTAL CASH FLOW INFORMATION                                                              | $                    | -          
|SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES                                        |                      | -          

The accompanying notes are an integral part of these financial statements

F 5

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| |  | Notes to the Consolidated Financial StatementsJuly 31, 2003
| |  | -----------------------------------------------------------
|
|

|1. | General
      On March 4, 2003, Green Fusion Corporation changed its
        name to House of Brussels Chocolates Inc. and now trades under the symbol
        of HBSL on the OTC Bulletin Board. House of Brussels Chocolates Inc. was
        incorporated on March 5, 1998 in the State of Nevada. Effective May 1,
        2002, the Company acquired all of the issued and outstanding shares of
        House of Brussels Holdings Ltd., which owns and operates Brussels Chocolates
        Ltd. (collectively referred to as Brussels Chocolates). Brussels
        Chocolates is a manufacturer and wholesaler of premium Belgium-style chocolates.
        On May 10, 2002, the Company also acquired all of the issued and outstanding
        shares of GFC Ventures Corp., a company that had been supplying management
        services to House of Brussels Chocolates Inc. and had facilitated the
        purchase of House of Brussels Holdings Ltd. by the Company.
      Basis of presentation
      The accompanying consolidated financial statements have
        been prepared by the Company in accordance with generally accepted accounting
        principles in the United States for interim financial information. Certain
        information and disclosures normally included in financial statements
        prepared in accordance with generally accepted accounting principles have
        been condensed or omitted. In the opinion of the Companys management,
        the unaudited consolidated financial statements contain all adjustments
        necessary (consisting of normal recurring adjustments) for a fair presentation
        of the financial position as at July 31, 2003 and the results of operations
        for the periods ended July 31, 2003. For further information, refer to
        the financial statements and notes thereto included in the Companys
        Form 10-KSB for the year ended April 30, 2003. These consolidated financial
        statements include the accounts of House of Brussels Chocolates Inc. and
        its legal subsidiaries and all significant intercompany accounts and transactions
        have been eliminated on consolidation.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Significant accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| | Category                        | Rate    | Method             
| | ------------------------------- | ------- | -------------------
| | Automotive equipment            | 30%     | Diminishing balance
| | Computer equipment and software | 30%     | Diminishing balance
| | Furniture and fixtures          | 20%     | Diminishing balance
| | Other equipment                 | 20%     | Diminishing balance
| | Production equipment and moulds | 10%     | Diminishing balance
| | Leasehold improvements          | 5 years | Straight-line      

| |    | In the event that facts and circumstances indicate
        that the carrying value of capital assets may be impaired, an evaluation
        of recoverability is performed. If an evaluation is required, the estimated
        future undiscounted cash flow associated with the asset is compared to
        the asset's carrying amount to determine if a write-down to market or
        discounted cash flow is required.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                               
| | d) | Revenue is recognized upon delivery of product. One-time
        licensing fees are non-refundable and are recognized when received.                                                                                                                                                                                                                                                                                          

F 6

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| |  | Notes to
      the Consolidated Financial StatementsJuly 31, 2003
| |  | -----------------------------------------------------------------
|
|

|3. | Accounts receivable
|-- | -------------------

| |                                             |   | July 31, 2003 |  |   | April 30, 2003 | 
| | ------------------------------------------- | - | ------------- |  | - | -------------- | 
| | Trade receivables, net of doubtful accounts | $ | 193,405       |  | $ | 161,738        | 
| | Other receivables                           |   | 44,032        |  |   | 43,041         | 
| | Total                                       | $ | 237,437       |  | $ | 204,779        | 

|4. | Inventory
|-- | ---------

| |                           |   | July 31, 2003 |  |   | April 30, 2003 | 
| | ------------------------- | - | ------------- |  | - | -------------- | 
| | Finished goods            | $ | 242,093       |  | $ | 279,978        | 
| | Unpackaged finished goods |   | 80,863        |  |   | 62,292         | 
| | Packaging material        |   | 299,420       |  |   | 267,545        | 
| | Raw material              |   | 561,079       |  |   | 307,379        | 
| | Development costs         |   | 100,669       |  |   | 98,846         | 
| | Total                     | $ | 1,284,124     |  | $ | 1,016,040      | 

|5. | Prepaid expenses
|-- | ----------------

| |                                    |   | July 31, 2003 |  |   | April 30, 2003 | 
| | ---------------------------------- | - | ------------- |  | - | -------------- | 
| | Travel advances and miscellaneous  | $ | 16,300        |  | $ | 13,869         | 
| | Prepaid consulting fees            |   | 26,250        |  |   | 35,000         | 
| | Due from related party             |   | 45,938        |  |   | 45,021         | 
| | Deposits, promotions and royalties |   | 97,025        |  |   | 46,331         | 
| | Insurance                          |   | 2,966         |  |   | 4,651          | 
| |                                    | $ | 188,479       |  | $ | 144,872        | 

|6. | Fixed assets
|-- | ------------

| |                                     | July 31, 2003 |          
| | ----------------------------------- | ------------- | ---------
| |                                     |               |          
| |                                     |               | Cost     
| |                                     |               |          
| | Software                            | $             | 78,436   
| |                                     |               |          
| | Automotive equipment                | $             | 49,820   
| | Computer equipment                  |               | 114,254  
| | Furniture and fixtures              |               | 76,528   
| | Leasehold improvements              |               | 330,781  
| | Other equipment                     |               | 206,254  
| | Production equipment and moulds     |               | 1,029,050
| | Total Property, plant and equipment | $             | 1,806,687

F 7

---

| |  | Notes to
      the Consolidated Financial StatementsJuly 31, 2003
| |  | -----------------------------------------------------------------
|
|

| |                                     | April 30, 2003 |          
| | ----------------------------------- | -------------- | ---------
| |                                     |                |          
| |                                     |                | Cost     
| |                                     |                |          
| | Software                            | $              | 31,584   
| |                                     |                |          
| |                                     |                |          
| | Automotive equipment                | $              | 48,826   
| | Computer equipment                  |                | 111,975  
| | Furniture and fixtures              |                | 172,84   
| | Leasehold improvements              |                | 354,533  
| | Other equipment                     |                | 69,967   
| | Production equipment and moulds     |                | 974,56   
| | Total Property, plant and equipment | $              | 1,732,708

|7. | Accounts payable
|-- | ----------------

| |                |   | July 31, 2003 |  |   | April 30, 2003 | 
| | -------------- | - | ------------- |  | - | -------------- | 
| | Trade payables | $ | 1,466,428     |  | $ | 945,486        | 
| | Other payables |   | 93,896        |  |   | 107,610        | 
| | Total          | $ | 1,560,324     |  | $ | 1,053,096      | 

|8.  | Due to related parties
      Amounts due to related parties are advances made by
        the directors of the Company and have no stated terms of repayment.                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.  | Loan payable
      The loan payable was obtained from a company controlled
        by two shareholders. The loan is repayable by May 31, 2004 and accrues
        interest at the rate of 7% per annum. The loan was advanced and is repayable
        in Canadian dollars and is secured by a General Security Agreement having
        a first charge over the assets of the Company.                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10. | Obligations under capital lease
      The Company has leased certain manufacturing equipment
        through CIBC Leasing and one vehicle from Ford Leasing. The leases all
        expire during the current year.                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11. | Share capital
      The Company issued a total of 817,097 shares during
        the first quarter ended July 31, 2003 to investors for private placements
        and to consultants for stock-based compensation. The weighted average
        number of common shares outstanding for the period ending July 31, 2002
        was prior to a 1-for-5 reverse split of the Companys common shares
        that occurred on March 5, 2003.

F 8

---

| |  | Notes to
      the Consolidated Financial StatementsJuly 31, 2003
| |  | -----------------------------------------------------------------
|
|

|12. | Revenue
      Revenue in the prior year included one-time licensing
        fees of approximately $65,000 from an agreement with the licensee of the
        retail stores. This agreement was in effect from July 2002 until April
        2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13. | Contingent liabilities
      GDH Consultants Ltd. initiated legal proceedings against
        the Company in the Supreme Court of British Columbia on June 13, 2002.
        GDH Consultants has sued for damages based on its allegations that it
        entered into a joint venture agreement with the Company for the purpose
        of the development, manufacture, distribution and sale of ice wine truffles
        and is entitled to one-half of the profits from this joint venture. The
        Company has filed a statement of claim denying the existence of any joint
        venture agreement with GDH Consultants. The Company has also filed a counterclaim
        against GDH Consultants to recover amounts paid to GDH Consultants. Management
        believes that there is no foundation for this claim. Accordingly, no amount
        has been accrued in respect of this claim.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14. | Subsequent events
      In August 2003, the Company sold the assets of its remaining
        three retail stores and signed a license agreement with the purchaser
        to operate these stores under the House of Brussels Chocolates
        name. Included in the agreement are one-time license fees and the commitment
        of the purchaser to continue selling product manufactured by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15. | Recently issued accounting pronouncements
      Recently issued accounting pronouncements will have no
        significant impact on the Company and its reporting methods.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F 9

---

| |  | Supplemental Statement of Expenses
      (expressed in U.S. dollars)
| |  | --------------------------------------------------------------------
|
|

|                                                   | FOR THE THREE MONTHS |            
|-------------------------------------------------- | -------------------- | -----------
|                                                   | ENDED JULY 31        |            
|                                                   |                      | 2003       
|                                                   |                      | (unaudited)
|                                                   |                      |            
|Selling expenses                                   |                      |            
|Bad debts                                          | $                    | -          
|Interest, bank fees, foreign currency conversion   |                      | (511       
|Office and miscellaneous                           |                      | 4,797      
|Promotion and advertising                          |                      | 72,825     
|Rent and utilities                                 |                      | 52,864     
|Salaries, benefits and consulting fees             |                      | 78,599     
|Travel and entertainment                           |                      | 13,151     
|                                                   |                      | 230,475    
|                                                   |                      |            
|General and administrative expenses                |                      |            
|Interest and bank fees                             |                      | 10,433     
|Office and miscellaneous                           |                      | 12,086     
|Promotion and advertising                          |                      | -          
|Professional fees                                  |                      | 107,797    
|Rent and utilities                                 |                      | 3,818      
|Salaries, benefits and consulting fees             |                      | 79,051     
|Travel and entertainment                           |                      | 1,649      
|Gain on write-off of long-term assets              |                      | -          
|                                                   |                      | 214,834    
|                                                   |                      |            
|                                                   |                      |            
|Total Selling, general and administrative expenses | $                    | 445,309    

The accompanying notes are an integral part of these financial statements

F 10

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      July 31, 2003
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|
|

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS
  OR PLAN OF OPERATION

CORPORATE HISTORY

We were originally incorporated under the laws of the State
  of Nevada on March 5, 1998 under the name Green Fusion Corporation.
  On May 6, 2002, we completed the acquisition of House of Brussels Holdings Ltd.
  (House of Brussels Holdings). House of Brussels Holdings is the
  sole shareholder of Brussels Chocolates. This acquisition was completed pursuant
  to a share purchase agreement with House of Brussels Holdings and its shareholders
  dated April 2, 2002. We issued 6,000,000 shares to the shareholders of House
  of Brussels Holdings in exchange for all of the issued and outstanding shares
  of House of Brussels Holdings. This acquisition was agreed to be effective as
  of May 1, 2002. In connection with this acquisition, we adopted the year-end
  of House of Brussels Holdings, which is April 30th, rather than continuing
  with our previous year-end, which was December 31st.

OUR BUSINESS

House of Brussels Chocolates Inc. (We, the Company
  or House of Brussels) owns and operates Brussels Chocolates Ltd.
  (collectively referred to as Brussels Chocolates), an established
  manufacturer of gourmet high-quality chocolate products in Vancouver, British
  Columbia, Canada. Brussels Chocolates is a premier manufacturer and distributor
  of Belgian chocolates through its licensed retail outlets and through a wholesale
  network in Canada, the United States and overseas. Since 1983, Brussels Chocolates
  has been an established chocolate manufacturer and retailer in the Vancouver,
  British Columbia metropolitan region and its name has become synonymous with
  high-quality gourmet Belgian chocolates at an affordable cost.

Brussels Chocolates offers a full line of gourmet quality,
  Belgian chocolates, utilizing high grade chocolate and quality ingredients.
  Brussels Chocolates signature product is its hedgehog chocolate
  - a molded chocolate design that blends aesthetics with taste for a strong customer
  appeal. The hedgehog is a traditional Belgian symbol of good luck,
  and Brussels Chocolates manufactures its hedgehog chocolates in
  eighteen different flavors, including almond dark chocolate, macadamia milk
  chocolate and hazelnut white chocolate. Brussels Chocolates also offers fine
  quality chocolate bars in many different distinct flavors, as well as an assortment
  of truffles in flavors including maple cream. Brussels Chocolates ice
  wine truffles are made with Canadian ice wine and have become increasingly popular.

Brussels Chocolates manufactures all of its chocolate products
  in-house at its manufacturing facility in Vancouver, British Columbia. This
  facility is currently operating at a low capacity, and will provide ample production
  capabilities for a planned ramp up in sales and operations throughout Canada
  and the United States.

We sell our product to a diversified group of wholesalers.
  Large customers such as SLC and Costco Wholesale now represent a significant
  portion of our revenue. We are focusing our marketing and sales efforts on large
  companies with the objective of reducing our overhead and administration expenses
  as a percentage of our revenues. However, this strategy, if successful, will
  make us more dependent on a few, large customers.

RECENT CORPORATE DEVELOPMENTS

Since taking over the management of Brussels Chocolates, we
  have restructured the organization, reducing overhead and production costs.
  A principal component of our restructuring was to close our retail stores in
  order to focus our business exclusively on the wholesale market. We are now
  concentrating on increasing the utilization of our production facility, on a
  year-round basis, by obtaining consistently large wholesale supply contracts.
  The objective of this focus is to enable us to operate at a higher rate of capacity
  usage and to avoid

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the historical cyclical revenue results that Brussels Chocolates
  has been subject to in the past. These historical cyclical revenue results have
  reflected peak sales of chocolate products during the Christmas, Valentines
  and Easter holiday periods. With our traditional client base and our production
  of the products for SLC, autumn and winter revenues will remain strong. Historically,
  premium chocolate sales have been weaker in the spring and summer months underscoring
  our need to diversify our product set and manufacture chocolates that will increase
  our revenue during these slow periods.

We believe that the launch of our Sonic The HedgehogTM
  candy bar will provide the diversification and revenue required. This product
  is based on one of the most recognizable video game characters in the world.
  We originally signed an 18 month licensing agreement, expiring on December 31,
  2004, with Sega Corporation, allowing us to manufacture and sell this candy
  bar anywhere in the world, in exchange for a royalty of 5% of sales. Management
  became concerned that, considering the significant amount of time invested in
  the development and marketing of this product, we would not have a sufficient
  time period remaining to benefit from the sales. Therefore, we negotiated a
  change to the licensing agreement with Sega. In exchange for an additional year
  extension (expiring December 31, 2005), our territory now consists of North
  and South America. To date, most sales efforts have been in North America. We
  believe that potential sales from these territories alone could exceed our current
  plant capacity.

As described previously, we have scaled back our retail operations
  to only have three retail outlets, with one location scheduled to close on March
  31, 2004 in conjunction with its lease expiry. All three locations are currently
  profitable and they serve as good showcases for our products. In August of 2003,
  we sold the assets of all three stores and signed a license agreement with the
  purchaser to continue selling our products and operating the stores under the
  House of Brussels Chocolates name. We received a one-time license
  fee for this transaction. Management wants to remain focused on the wholesale
  market, while still receiving the benefits associated with a local retail presence.

Subsequent to the period ended July 31, 2003, we announced
  that agreements had been made with two major distribution companies. DirectPlus
  began distributing our products to its Canadian customers in August 2003. Their
  main focus is to create a large market for our Sonic The HedgehogTMproducts
  in Canada. In September 2003, we announced the distribution arrangement with
  McLane Company (McLane) had been finalized. McLane is the largest
  distribution and logistics company in the US, servicing 50,000 customer locations,
  mostly in the Convenience Store, Mass Merchandiser, Drug Store and Movie Theater
  categories. This is a very important step in the launch of our Sonic The HedgehogTMproducts, the ramp up of our summer revenue stream and our increased plant
  utilization target.

RESULTS OF OPERATIONS

Revenues

We achieved revenues in the amount of $272,126 for the three
  months ended July 31, 2003, compared to revenues of $357,787, which also included
  one-time licensing fees of approximately $65,000, for the three months ended
  July 31, 2002. This represents a decrease of $85,661 or 23.9%. Subsequent to
  the three months ended July 31, 2003, we signed a new licensing agreement to
  operate our stores with a new licensee. We will recognize this revenue in our
  next quarter.

Typically, during the first quarter of our fiscal year, large
  wholesale clients like SLC and Costco do not order product. This reflects the
  cyclical nature of the premium chocolate industry, which experiences a significant
  decline in sales in the warmer months. As a result, sales in this quarter, compared
  to our other quarters, have always been lower.

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Historically, much of our revenue earned during the late spring
  and summer months is derived from products aimed at the tourism market, most
  of which is in Canada. This is different from our other quarters where we have
  an increasing amount of revenue from US-based customers.

The decrease in this quarter compared to the same quarter
  in the prior year is mainly attributable to a decrease in tourism revenue in
  Canada. Factors such as SARS and Mad Cow disease combined
  to reduce the amount of tourist dollars spent in our customers outlets.
  The decline in the US dollar compared to the Canadian dollar also reduced the
  value of Canadian-based revenue.

Late in this quarter, we began to receive revenue from the
  Sonic The HedgehogTMproduct sales, following our launch in June
  2003. We expect a steady ramp up of revenue from this product line in subsequent
  months. We expect most of the buyers of this product to be based in the US,
  shifting the source of revenue more to the US and inline with our other quarters.

Cost of Sales

Our cost of sales increased to $247,534, for the three months
  ended July 31, 2003, compared to cost of sales of $203,347 for the three months
  ended July 31, 2002, representing an increase of $44,187 or 21.7%. As a result,
  our gross profit margin decreased to 9.0% for the three months ended July 31,
  2003, compared to 43.2% for the three months ended July 31, 2002. The decrease
  to our gross profit margin for the three months ended July 31, 2003 was mainly
  attributable to two factors. First, the one time licensing fees included in
  revenue in the previous year, do not carry an associated cost with them. Second,
  the higher ratio of fixed overhead costs within cost of sales (such as factory
  rent and utilities) compared to total cost of sales in the previous year. An
  agreement with the former shareholders of Brussels Chocolates (who were also
  landlords of our rented premises at that time) had provided for several months
  of free rent of our manufacturing facility to assist us in our efforts to regain
  financial stability after the purchase of Brussels Chocolates.

The decline in the value of the US dollar compared to the
  Canadian dollar also increased our cost of sales and decreased our gross profit
  margin. Most of our sales during the quarter were manufactured from chocolate
  purchased when the US dollar was stronger and sold when the US dollar had declined,
  thereby increasing our cost of sales in relation to our revenue.

Operating Expenses

Our operating expenses decreased to $445,309 for the three
  months ended July 31, 2003, compared to $529,041 for the three months ended
  July 31, 2002, representing a decrease of $83,732 or 15.8%.

Our selling expenses decreased to $230,475 for the three months
  ended July 31, 2003, compared to $269,252 for the three months ended July 31,
  2002, representing a decrease of $38,777 or 14.4%. The reduction in selling
  expenses was due to the elimination of certain consultants and brokers and the
  continued monitoring and reduction of non-essential costs. As a result of our
  change in focus from smaller customers to large buyers, we attended several
  tradeshows, displaying our current line of products and launching the Sonic
  The HedgehogTM product. We incurred a large increase ($58,080 or
  394%) in promotion and advertising expenses compared to the same period in the
  prior year from these activities.

Our general and administrative expenses decreased to $214,834
  for the three months ended July 31, 2003, compared to $259,789 for the three
  months ended July 31, 2002, representing a decrease of $44,955 or 17.3%. These
  decreases in our general and administrative expenses are primarily attributable
  to decreased wages and salaries. Our expenses in the quarter ending July 31,
  2002 were much higher than normal as we incurred the transition costs from a
  private to a public company and re-organized the business. As well, we used
  several

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short-term employees and consultants to achieve this transition in the prior
  year, compared to using outside professionals this year.

Loss

Our loss increased to $482,958 for the three months ended
  July 31, 2003 from $417,185 for the three months ended July 31, 2002, representing
  an increase of $65,773 or 15.8%. The decrease in profitability reflects the
  decrease in revenues, despite the lower expenses, as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Cash and Working Capital Deficit

We had cash in the amount of $39,526 as of July 31, 2003,
  compared to cash in the amount of $56,364 as of April 30, 2002. We had working
  capital deficit of $175,061 as of July 31, 2003, compared to positive working
  capital of $280,350 as of April 30, 2003.

Our accounts receivable remained relatively stable, increasing
  slightly to $237,437 as of July 31, 2003, compared to $204,779 as of April 30,
  2003 and are net of any doubtful accounts. The level of sales and the collection
  of receivables for the month of April was similar to that of July, resulting
  in a fairly constant level of receivables.

Our inventory increased to $1,284,124 as of July 31, 2003,
  compared to $1,016,040 as of April 30, 2003. The receipt of raw ingredients
  needed to begin production on autumn and Christmas orders during the month of
  August caused the increase in inventory. Although we are currently low on cash
  for working capital, we have obtained most of our raw materials needed to meet
  our early Christmas demands and this will allow us to turn this inventory into
  receivables as sales occur, providing us with cash inflows.

Our accounts payable increased to $1,560,324 as of July 31,
  2003, compared to $1,053,096 as of April 30, 2002. The increase in our accounts
  payable is attributable to our increased purchasing for production in anticipation
  of our Christmas orders, and our inability to pay for accounts payable from
  cash reserves. As our cash flow during the quarter was lower than it has been
  in previous quarters, we are still reliant on obtaining favorable terms from
  our suppliers to help provide working capital to support the cyclical nature
  of our sales.

The loan payable from a company controlled by two shareholders
  of Brussels Chocolates is due in less than 12 months and is now classified as
  a current liability, compared to April 30, 2003, when it was classified as a
  long term liability.

Financing of Business Operations

We financed our business operations during the past quarter
  primarily through cash generated from, short-term loans, sales of our common
  stock and share purchase warrants, and through favorable credit terms from our
  suppliers. Cash used in operating activities decreased to $133,124 for the three
  months ended July 31, 2003 from $393,285 for the three months ended July 31,
  2002. This cash used in operating activities was provided primarily from cash
  generated by increasing the amount owed to our suppliers. Cash generated by
  financing activities decreased to $247,624 for the three months ended July 31,
  2003 from $2,066,225 for the three months ended July 31, 2002. We obtained $62,172
  of additional loans and received $191,500 from the issuance of our common shares.
  In the prior year, most of the cash generated by financing activities came from
  the issuance of our common shares as part of the reverse takeover of House of
  Brussels Chocolates. We also financed the installation of a new manufacturing
  and financial system and purchased new manufacturing molds and equipment by
  increasing the amount owed to our suppliers.

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We are actively seeking other short-term and long-term financing
  to assist us in providing the necessary working capital to meet future production
  requirements and reduction in trade payables. Management has also incurred expenses
  on behalf of the Company and has deferred most of their salaries, commissions
  and fees for the past several months in order to assist in cash flow.

ITEM 3.     CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of July 31, 2003, being the date of our most recently completed fiscal quarter.
  This evaluation was carried out under the supervision and with the participation
  of our Chief Executive Officer, Mr. Grant Petersen, and Chief Financial Officer,
  Mr. L. Evan Baergen. Based upon that evaluation, our Chief Executive Officer
  and Chief Financial Officer concluded that our disclosure controls and procedures
  are effective in timely alerting management to material information relating
  to us required to be included in our periodic SEC filings. There have been no
  significant changes in our internal controls or in other factors that could
  significantly affect internal controls subsequent to the date we carried out
  our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal quarter ended July
  31, 2003, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term internal control over financial reporting
  is defined as a process designed by, or under the supervision of, the registrant's
  principal executive and principal financial officers, or persons performing
  similar functions, and effected by the registrant's board of directors, management
  and other personnel, to provide reasonable assurance regarding the reliability
  of financial reporting and the preparation of financial statements for external
  purposes in accordance with generally accepted accounting principles and includes
  those policies and procedures that:

|(1) | Pertain to the maintenance of records
        that in reasonable detail accurately and fairly reflect the transactions
        and dispositions of the assets of the registrant;                                                                                                                                                                                                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Provide reasonable assurance that transactions
        are recorded as necessary to permit preparation of financial statements
        in accordance with generally accepted accounting principles, and that
        receipts and expenditures of the registrant are being made only in accordance
        with authorizations of management and directors of the registrant; and

Provide reasonable assurance regarding prevention or timely
  detection of unauthorized acquisition, use or disposition of the registrant's
  assets that could have a material effect on the financial statements.

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PART II--OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

No developments occurred in our previously disclosed legal proceedings.

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

During our quarter ended July 31, 2003, we completed the following
  issuances of securities without registration to accredited investors pursuant
  to Rule 506 of Regulation D of the Securities Act of 1933. All securities issued
  were endorsed with a restrictive legend confirming that the securities could
  not be resold without registration under the Act or an applicable exemption
  from the registration requirements of the Act.

|1. | 171,883 common shares on May 13, 2003 at a deemed
        price of $0.10 per share in consideration of the payment of commissions
        earned in the amount of US$17,188. The payment was made pursuant to a
        Commission Agreement dated December 1, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | 74,256 units on May 13, 2003 at a deemed price of
        $0.10 per share. Each unit was comprised of one share of common stock
        and one share purchase warrant entitling the holder to purchase one share
        of common stock at a price of $0.50 per share until May 13, 2004. The
        units were issued pursuant to a consulting agreement dated December 1,
        2002 and were issued in consideration for the payment of $7,426. The consulting
        fees related to business development services provided to us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | 348,183 units at a price of $0.55 per unit for total
        proceeds of $191,500 were issued to five investors between June 23, 2003
        and July 30, 2003. Each unit was comprised of one share of common stock
        and one share purchase warrant. Each share purchase warrant entitled the
        holders to purchase one share of common stock at a price of $0.65 per
        share during the period from closing until dates ranging from June 23,
        2004 to July 30, 2004. No commissions or fees were paid in connection
        with the offering. All sales were completed pursuant to Rule 506 of Regulation
        D of the Act to investors on the basis that the investors are accredited
        investors, as defined in Rule 501 of Regulation D. All securities
        issued were endorsed with a restrictive legend confirming that the securities
        could not be resold without registration under the Act or an applicable
        exemption from the registration requirements of the Act.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | 200,000 common shares were issued at a value of $0.20
        per share pursuant to a consulting agreement effective May 3, 2003. The
        consultant also received 800,000 share purchase warrants, entitling the
        holder to purchase one share of common stock at a price of $0.50 per share
        until May 3, 2008. The consulting fees related to public company corporate
        finance services provided to us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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The following sale was completed during our quarter ended
  July 31, 2003 pursuant to Regulation S of the Act on the basis that the purchaser
  is a non-U.S. person, as defined under Regulation S of the Act. All securities
  issued were endorsed with a restrictive legend confirming that the securities
  could not be resold without registration under the Act or an applicable exemption
  from the registration requirements of the Act.

|1. | 22,775 common shares were issued at a value of $0.394
        per share pursuant to an agreement reached with a software company effective
        May 1, 2003. The software company agreed to receive common shares in lieu
        of payment for a portion of their services.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
  SECURITY HOLDERS

None.

ITEM 5.     OTHER INFORMATION.

None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K

|Exhibit Number | Description of Exhibit                                                                                                                                                                      
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                             
|3.1            | Articles of Incorporation(1)                                                                                                                                                                
|3.2            | Bylaws, as amended(1)                                                                                                                                                                       
|3.3            | Restated Articles of Incorporation (7)                                                                                                                                                      
|4.1            | Share Certificate(1)                                                                                                                                                                        
|10.1           | Share Purchase Agreement dated August 17, 2001 between the Registrant,
      House of Brussels Holdings Ltd. and the shareholders of House of Brussels
      Holdings Ltd.(2)               
|10.2           | Amendment to Share Purchase Agreement dated October 22, 2001 between the
      Registrant, House of Brussels Holdings Ltd. and the shareholders of House
      of Brussels Holdings Ltd. (3)
|10.3           | Management and Office Services Agreement dated September 1, 2001 between
      the Registrant and GFC Ventures Corp.(3)                                                                     
|10.4           | Memorandum of Agreement dated March 11, 2002 between the Registrant, GFC
      Ventures Corp., House of Brussels Holdings Ltd. (4)                                                          
|10.5           | Share Purchase Agreement dated effective April 2, 2002                                                                                                                                      

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|     | between the Registrant, House of Brussels Holdings Ltd. and the shareholders
      of House of Brussels Holdings Ltd.(5)                                                     
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.6 | Merchandise License Agreement between House of Brussels Chocolates Inc.
      and Sega of America, Inc. dated effective July 1, 2002 (6)                                     
|10.7 | Amendment to Merchandise License Agreement between House of Brussels Chocolates
      Inc. and Sega of America, Inc. dated July 23,2003 (7)                                  
|31.1 | Certification of Chief Executive Officer pursuant to pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002 (8)
|31.2 | Certification of Chief Financial Officer pursuant to pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002 (8)
|32.1 | Certification of Chief Executive Officer pursuant to pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002 (8)
|32.2 | Certification of Chief Financial Officer pursuant to pursuant to 18 U.S.C.
      Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
      of 2002 (8)

|    |                                                                                                                                                                                                
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Previously filed with the Securities and Exchange Commission
      as an exhibit to the Registrants Form 10-SB Registration Statement
      on January 28, 2000 (File No. 0-29213), as amended
|(2) | Previously filed with the Securities and Exchange Commission
      as an exhibit to the Registrants Current Report on Form 8-K filed
      on August 30, 2001                                 
|(3) | Previously filed with the Securities and Exchange Commission
      as an exhibit to the Registrants Quarterly Report on Form 10-QSB filed
      on November 14, 2001                          
|(4) | Previously filed with the Securities and Exchange Commission
      as an exhibit to the Registrants Annual Report on Form 10-KSB filed
      on April 1, 2002.                                
|(5) | Previously filed with the Securities and Exchange Commission
      as an exhibit to the Registrants Current Report on Form 8-K filed
      on April 24, 2002.                                 
|(6) | Previously filed with the Securities and Exchange Commission
      as an exhibit to the Registrants Quarterly Report on Form 10-QSB filed
      on December 16, 2002.                         
|(7) | Filed as an Exhibit to this Quarterly Report on Form 10-QSB                                                                                                                                    
|(8) | Filed as an Exhibit to this Quarterly Report on Form 10-QSB.                                                                                                                                   
|    |                                                                                                                                                                                                

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended July 31, 2003. We have not filed any Current Reports on
  Form 8-K since July 31, 2003.

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SIGNATURES

In accordance with the requirements of the Securities and
  Exchange Act of 1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned, thereunto duly authorized.

HOUSE OF BRUSSELS CHOCOLATES INC.

Date: September 11, 2003

|By: | /s/ Evan Baergen                            
|--- | --------------------------------------------
|    | L. Evan Baergen, CA                         
|    | President, Secretary, Treasurer and Director
|    | (Principal Accounting Officer)              

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