<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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  January  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: GREEN FUSION CORPORATION
          -----------------------------------------------------
          (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:  18,514,232 Shares (Post five to one
reverse  split  effective  March  4,  2003)  of  $0.001  par  value Common Stock
outstanding  as  of  March  10,  2003.


Transitional  Small Business Disclosure Format (check one): Yes  [   ]   No  [X]




<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM  1.          FINANCIAL  STATEMENTS.


<PAGE>




                        House of Brussels Chocolates Inc.







                                H O U S E   O F

                                B R U S S E L S

                              C H O C O L A T E S
                              ____________________





                        Consolidated Financial Statements


                                January 31, 2003


<PAGE>

House of Brussels Chocolates Inc.
Consolidated Balance Sheet
--------------------------------------------------------------------------------
(expressed in U.S. dollars)


                                                  JANUARY 31     APRIL 30
                                                     2003          2002
                                                ------------  --------------
                                                 (unaudited)  (audited * see
                                                                   Note 1)

ASSETS
Current assets
  Cash                                          $    22,777   $     8,444
  Accounts receivable                               666,598       186,244
  Inventory                                         648,051       382,285
  Prepaid expenses                                  102,938        32,040
                                                ------------  ------------
Total current assets                              1,440,364       609,013

Software                                              4,132         5,044
Property, plant and equipment                       495,500       677,704
Other assets                                         16,810         1,317
                                                ------------  ------------
                                                $ 1,956,806   $ 1,293,078
                                                ============  ============

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
  Accounts payable and accrued
   liabilities                                  $   771,182   $   630,076
  Short-term loans                                        -       271,616
  Due to related parties                              8,834       167,877
  Stock subscriptions                                75,000             -
  Current portion of obligations
   under capital lease                               54,524       101,559
                                                ------------  ------------
Total current liabilities                           909,540     1,171,128

Long-term debt                                       52,580             -
Obligations under capital lease                           -        13,973
                                                ------------  ------------
                                                    962,120     1,185,101

Capital stock
  Authorized
    100,000,000 common shares,
    $0.001 par value
  Issued
    92,571,157 (April 30, 2002 -
    62,635,800 ) common shares                    3,155,802     3,104,546
Additional paid-in capital                        2,970,901       224,265
Warrants issued in connection with
 private placements                                 169,259             -
Accumulated other comprehensive income               (8,319)          919
Accumulated deficit                              (5,292,957)   (3,221,753)
                                                ------------  ------------
                                                    994,686       107,977
                                                ------------  ------------
                                                $ 1,956,806   $ 1,293,078
                                                ============  ============



               The accompanying notes are an integral part of these
                               financial statements


<PAGE>

House of Brussels Chocolates Inc.
Consolidated Statement of Operations
--------------------------------------------------------------------------------
(expressed in U.S. dollars)

                               FOR THE NINE MONTHS        FOR THE THREE MONTHS
                                ENDED JANUARY 31            ENDED JANUARY 31
                               2003          2002           2003        2002
                                         (unaudited *               (unaudited *
                           (unaudited)    see Note 1)   (unaudited)  see Note 1)
                           ------------  ------------  ------------  -----------
Sales                      $ 2,330,800   $ 1,984,842   $ 1,028,119   $  938,588
Cost of sales, excluding
 amortization                1,240,144     1,144,383       576,428      490,936
                           ------------  ------------  ------------  -----------

Gross profit                 1,090,656       840,459       451,691      447,652


Selling, general and
 administrative expenses     1,187,990     1,257,064       310,506     488,678
Amortization of software         1,043         1,024           319         189
Amortization of property,
 plant and equipment           101,493        97,749        29,501      32,089
                           ------------  ------------  ------------  -----------
                             1,290,526     1,355,837       340,326     520,956

                           ------------  ------------  ------------  -----------
Net loss                   $  (199,870)  $  (515,378)  $   111,365   $  (73,304)
                           ============  ============  ============  ===========


Weighted-average number
 of common shares           61,013,632     2,025,000    61,013,632    2,025,000
 outstanding
                           ------------  ------------  ------------  -----------

Basic and diluted loss
 per share                 $     (0.00)  $     (0.25)  $      0.00   $    (0.04)
                           ============  ============  ============  ===========





               The accompanying notes are an integral part of these
                               financial statements


<PAGE>

House of Brussels Chocolates Inc.
Consolidated Statement of Changes in Shareholders' Equity (Deficiency)
--------------------------------------------------------------------------------
(expressed in U.S. dollars)


                                                                    WARRANTS
                                                                   ISSUED IN
                                                                   CONNECTION
                                                                  WITH PRIVATE
                                                                   PLACEMENTS
                                                                 --------------
                                 COMMON STOCK        ADDITIONAL
                           -----------------------     PAID IN
                             SHARES       AMOUNT       CAPITAL      WARRANTS
                           -----------  -----------  -----------  ------------
Balance - April 30,
 2002 (unaudited)          11,315,900   $   11,316   $  731,359      250,000
                           -----------  -----------  -----------  ------------


Shares issued on

 acquisition of House
 of Brussels Holdings
 Ltd. - May 6, 2002*       30,000,000    3,104,546      224,265            -

Elimination of House of
 Brussels Chocolates
 Inc. share capital*                       (11,316)    (731,359)           -

Shares issued on
 acquisition of GFC
 Ventures Corp.
 @$0.11/share              13,684,700       13,685    1,491,632            -

Elimination of GFC
 Ventures accumulated
 deficit

Conversion of related
 party loans and
 expenses - May 10, 2002
 @$0.11/share               5,413,121        5,413      481,767    5,413,121

Conversion of loan
 from shareholder of
 House of Brussels
 Holdings Ltd. * May
 10, 2002 @$0.11/share        858,443          859       76,382      858,443

Conversion of
 Convertible Note -
 May 10, 2002
 @$0.11/share               1,363,636        1,364      121,363    1,363,636

Stock-based compensa-
 tion - Dec 5, 2002 in
 exchange for services      5,416,579        5,417       76,295            -

Private Placements
 #104-108, Dec/02           3,037,500        3,037      118,248    3,037,500


Convertible notes
 exercised *
 Nov/02-Jan/03             21,481,278       21,481      380,949   16,831,250

Foreign currency
 translation adjustment


Loss for the period
                           -----------  -----------  -----------  ------------

Comprehensive loss
                           -----------  -----------  -----------  ------------

Balance - January 31,
 2003 (unaudited)          92,571,157   $3,155,802   $2,970,901   27,753,950
                           ===========  ===========  ===========  ===========



                               WARRANTS
                               ISSUED IN
                              CONNECTION
                              WITH PRIVATE               ACCUMULATED
                               PLACEMENTS                   OTHER       SHARE-
                             -------------              COMPREHENSIVE   HOLDERS'
                                AMOUNT       DEFICIT        INCOME    DEFICIENCY
                             ------------  ------------  -----------  ----------
Balance - April 30,
 2002 (unaudited)            $    34,739   $(1,171,574)  $       -    $(394,160)

Shares issued on
 acquisition of House
 of Brussels Holdings
 Ltd. - May 6, 2002*                        (3,190,658)          -      138,153

Elimination of House of
 Brussels Chocolates
 Inc. share capital*             (34,739)      777,414           -            -

Shares issued on
 acquisition of GFC
 Ventures Corp.
 @$0.11/share                          -    (1,505,317)          -            -

Elimination of GFC
 Ventures accumulated
 deficit                                        (2,952)          -       (2,952)

Conversion of related
 party loans and
 expenses * May 10, 2002
 @$0.11/share                    108,263             -           -      595,443

Conversion of loan
 from shareholder of
 House of Brussels
 Holdings Ltd. - May
 10, 2002 @$0.11/share            17,188             -           -       94,429

Conversion of
 Convertible Note -
 May 10, 2002
 @$0.11/share                     27,273             -           -      150,000

Stock-based compensa-
 tion - Dec 5, 2002 in
 exchange for services                 -             -           -       81,712

Private Placements
 #104-108, Dec/02                    215                                121,500

Convertible notes
 exercised *
 Nov/02-Jan/03                    16,320                                418,750

Foreign currency
 translation adjustment                                     (8,319)      (8,319)

Loss for the period                           (199,870)                (199,870)
                             ------------  ------------  -----------  ----------

Comprehensive loss                                                     (208,189)
                             ------------  ------------  -----------  ----------

Balance - January 31,
 2003 (unaudited)            $   169,259   $(5,292,957)  $  (8,319)   $ 994,686
                             ============  ============  ===========  ==========




*    Adjustments are due to the effects of the principles of reverse acquisition
     accounting  that  are  applied  as  a result of the acquisition of House of
     Brussels  Holdings  Ltd.  by House of Brussels Chocolates Inc. - See Note 1


               The accompanying notes are an integral part of these
                               financial statements



<PAGE>

House of Brussels Chocolates Inc.
Consolidated Statement of Cash Flows
--------------------------------------------------------------------------------
(expressed in U.S. dollars)

                                                     FOR THE NINE MONTHS
                                                       ENDED JANUARY 31
                                                    2003             2002
                                               -------------     --------------
                                                (unaudited)      (unaudited *
                                                                  see Note 1)
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period                            $   (199,870)     $   (515,378)
Adjustments to reconcile net loss for
 the period to net cash used in operating
 activities
   Value of rent recorded as comprehensive
    income                                                -           115,348
   Amortization of software                           1,043             1,024
   Amortization of property and equipment           101,493            97,749
   Gain on disposal of assets                       (20,447)                -
   Common stock issued for payment of fees           81,712                 -
Changes in non-cash working capital items
   Accounts receivable                             (463,645)         (117,678)
   Inventory                                       (248,071)         (158,194)
   Prepaid expenses                                 (68,288)          (17,446)
   Other assets                                     (15,448)                -
   Accounts payable and accrued liabilities         153,817           218,332
                                               -------------     -------------
                                                   (677,704)         (376,243)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of short-term loan                       (273,517)          357,711
Proceeds from related parties                      (160,170)           45,655
Proceeds from longterm debt                          52,580
Stock  subscriptions  received                       75,000                 -
Obligations under capital lease                     (61,153)          (64,308)
Proceeds from conversion of debt to
 common shares                                    1,258,622
Proceeds from issuance of common shares             121,500                 -
                                               -------------     -------------
                                                  1,012,862           339,058

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from (purchase of) property
 and equipment                                      122,322          (121,106)
Issuance of common shares for purchase
 of subsidiaries                                  1,505,317
Change in accumulated deficit from
 acquisition                                     (1,871,334)                -
                                               -------------     -------------
                                                   (243,695)         (121,106)
Foreign exchange effect on cash                     (77,130)            1,637
                                               -------------     -------------
Increase (decrease) in cash and
 cash equivalents                              $     14,333      $   (156,654)
Cash and cash equivalents, beginning
 of the period                                        8,444           107,903
                                               -------------     -------------
Cash and cash equivalents,
 end of the period                             $     22,777      $    (48,751)
                                               =============     =============


                                                     FOR THE NINE MONTHS
                                                       ENDED JANUARY 31
                                                    2003             2002
                                               -------------     --------------
                                                (unaudited)      (unaudited *
                                                                  see Note 1)

SUPPLEMENTAL CASH FLOW INFORMATION             $          -      $          -

SUPPLEMENTAL NON-CASH INVESTING AND                       -                 -
   FINANCING ACTIVITIES



    The accompanying notes are an integral part of these financial statements


<PAGE>

House of Brussels Chocolates Inc.
Notes to the Consolidated Financial Statements
January 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 January 31,
2003 and the results of operations for the periods ended January 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 December 31, 2001 and
to  the  audited  statements  of  Brussels  Chocolates published under Form 8-K.

Although  House  of  Brussels  Chocolates Inc. is the legal acquirer of House of
Brussels  Holdings  Ltd.,  these  consolidated  financial  statements  have been
prepared  using  recommendations  from  the  joint  project of the International
Accounting  Standards  Board  and  the  Financial  Accounting Standards Board on
reverse  acquisitions, which result in House of Brussels Holdings Ltd. acquiring
House  of  Brussels  Chocolates  Inc.  for  accounting  purposes.  Under  these
principles,  comparative figures for the prior period are based on the operating
results  of  House  of Brussels Holdings Ltd., but the type of share capital and
the  number  of  shares issued and outstanding will continue to reflect those of
House  of  Brussels  Chocolates  Inc.  Therefore,  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)   Accounts  receivable

     Accounts  receivable  are  primarily  the  result  of  sales  to  wholesale
     customers  and  are  net  of  any  doubtful  accounts.

     b)   Inventories

     Inventory and packaging supplies are valued at the lower of cost on a first
     in  first  out  basis,  or  net  realizable  value.

     c)   Software  and  Property,  Plant  and  Equipment

     Amortization  is  calculated  using  the  following  annual  rates:



     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.


3.     Accounts receivable

Included  in  accounts  receivable is approximately $34,000 due from the sale of
four  retail  stores  in July 2002 and subsequent licensing revenue from a fifth
store  in  December  2002  and  is  comprised  of  amounts payable in respect of
inventory,  prepaid  expenses  and  other  fees  payable  by  the  purchaser.

4.     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.


<PAGE>

House of Brussels Chocolates Inc.
Notes to the Consolidated Financial Statements
January 31, 2003


--------------------------------------------------------------------------------

5.     Long-term debt

A  company  owned  by  two  shareholders  of  House  of Brussels Chocolates Inc.
advanced  the Company $52,580 in January 2003.  The debt is repayable by May 31,
2004  and  accumulates  interest  at a rate of 7% per annum.  A General Security
Agreement  covering  all  assets  of  the  Company  secures  the debt.  The loan
agreement  allows  for  a  total of C$200,000 (US$131,000) to be advanced to the
Company.

6.     Obligations under capital lease

The  Company has leased certain manufacturing equipment through CIBC Leasing and
one  vehicle from Ford Leasing.  The leases all expire before or during the year
2004.

7.     Revenue

In  addition  to  the  revenue  from  retail  and  wholesale  product  sales,,
approximately $80,000 of licensing fees are included in the total for the period
ended  January  31,  2003.  During  the  year,  the  Company  entered  into  two
Memorandum  of  Agreements  to sell four of its remaining stores and a Licensing
Agreement  for  five  stores  totalling $184,000.  The Licensing Agreement will,
amongst  other provisions, give the purchaser the right of first refusal to open
additional  House  of  Brussels  Chocolates  retail  stores in British Columbia.


8.     Contingencies

In  an effort to reduce costs the Company ceased making payments on three retail
premises  leases  after  vacating  the  premises.  As  of  January 31, 2003, the
Company  still  has  obligations remaining on two of the retail premises.  Under
the  terms  of the leases, the Company is obligated to pay aggregate future rent
of  approximately  $188,000 plus operating costs.  Management has estimated that
the  future  costs  that  will  be  incurred  with  respect to these leases will
aggregate  approximately  $37,000.  Accordingly,  a  provision  for future lease
costs  in  the  amount  of  $37,000 has been accrued and is included in accounts
payable and accrued liabilities.  The aggregate ultimate cost of future rent for
the  vacated  premises  may  exceed  the  amount  accrued.

A  former agent of the Company is alleging that an agreement existed between him
and  the  Company  entitling  the  agent  to profits from the sale of one of the
Company's  products.  The  Company believes that there is no foundation for this
claim,  so  no  amount  has  been  accrued  by  the  Company.

A  packaging  design company has initiated legal proceedings against the Company
for  unpaid  invoices in the amount of approximately $10,000 relating to various
design  services  supplied by the design company.  The Company has agreed to pay
these  invoices  once a counterclaim by the Company against the packaging design
company  is  settled.  The  Company alleges that it received a flawed box design
from  the  packaging  design  company.

9.     Subsequent events

On  March 4, 2003, a reverse split of the Company's outstanding shares of common
stock  occurred,  on the basis of one new share of common stock being issued for
each  five currently issued and outstanding shares of common stock.  The Company
also  altered  its  articles  of incorporation to increase its authorized common
shares  to  60,000,000 (post-split) and to add a class of preferred shares, with
an  authorized  limit of 4,000,000 shares.  To date, the rights on the preferred
shares  have  not  been  established.

10.     Recently issued accounting pronouncements

Recently issued accounting pronouncements will have no significant impact on the
Company  and  its  reporting  methods.


<PAGE>

House of Brussels Chocolates Inc.
Supplemental Statement of Expenses
--------------------------------------------------------------------------------
(expressed in U.S. dollars)


                                                        FOR THE NINE MONTHS
                                                          ENDED JANUARY 31
                                                       2003             2002
                                                     ------------   ------------
                                                     (unaudited)    (unaudited *
                                                                    see Note 1)

Selling expenses
  Bad debts                                          $   (10,268)   $    2,093
  Interest, bank fees, foreign currency conversion          (687)            -
  Office and miscellaneous                                 2,175        39,927
  Promotion and advertising                               65,944        94,389
  Professional fees                                            -             -
  Rent and utilities                                     135,491       324,812
  Salaries, benefits and consulting fees                 403,724       572,772
  Travel and entertainment                                55,764        28,779
                                                     ------------   -----------
                                                         652,143     1,062,772

General and administrative expenses
  Bad debts                                                    -             -
  Interest and bank fees                                  30,321        23,277
  Office and miscellaneous                                37,693        16,898
  Promotion and advertising                                3,837         1,287
  Professional fees                                      110,343        14,179
  Rent and utilities                                      28,151         8,020
  Salaries, benefits and consulting fees                 314,753       122,258
  Travel and entertainment                                31,196         8,373
  Gain on write-off of long-term assets                  (20,447)            -
                                                     ------------   -----------
                                                         535,847       194,292

                                                     ------------   -----------
Total Selling, general and administrative expenses   $ 1,187,990    $1,257,064
                                                     ============   ===========




               The accompanying notes are an integral part of these
                               financial statements




<PAGE>



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

FORWARD  LOOKING  STATEMENTS

The  information  in  this discussion contains forward-looking statements within
the  meaning  of  Section  27A  of  the  Securities Act of 1933, as amended, and
Section  21E  of  the  Securities  Exchange  Act  of  1934,  as  amended.  These
forward-looking statements involve risks and uncertainties, including statements
regarding  the  Company's capital needs, business strategy and expectations. Any
statements  contained  herein that are not statements of historical facts may be
deemed  to  be  forward-looking  statements.  In  some  cases,  you can identify
forward-looking  statements  by  terminology  such  as  "may", "will", "should",
"expect",  "plan",  "intend",  "anticipate",  "believe",  "estimate", "predict",
"potential"  or  "continue",  the  negative  of  such  terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements,  you  should  consider various factors, including the risks outlined
below,  and, from time to time, in other reports the Company files with the SEC.
These  factors  may cause the Company's actual results to differ materially from

any  forward-looking statement. The Company disclaims any obligation to publicly
update  these  statements, or disclose any difference between its actual results
and  those  reflected  in  these  statements.  The  information  constitutes
forward-looking  statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act  of  1995.

OVERVIEW

On March 4, 2003, Green Fusion Corporation changed its name to House of Brussels
Chocolates  Inc. and subsequently, began trading under the NASD Over-The-Counter
Bulletin  Board  symbol  of  HBSL  on  the  same  day.

Acquisition  of  House  of  Brussels  Holdings

House  of  Brussels Chocolates Inc. ("We", "House of Brussels Chocolates" or the
"Company")  completed the acquisition of House of Brussels Holdings Ltd. ("House
of  Brussels Holdings") on May 6, 2002.  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 (post five to one
reverse  split)  to the shareholders of House of Brussels 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. We have also 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.

Business  of  House  of  Brussels  Chocolates

House  of  Brussels  Holdings  owns  and  operates  Brussels  Chocolates  Ltd.
(collectively referred to as "Brussels Chocolates"), an established manufacturer
of  gourmet  quality  chocolate products in Vancouver, British Columbia, Canada.
Brussels  Chocolates  is  a  premier  manufacturer  and  distributor of gourmet,
high-quality  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  the  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 creams.  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
high-quality  manufacturing  facility  in  Vancouver,  British  Columbia.  This
facility  is  currently  operating  at  a  low  capacity, and will

<PAGE>


provide  ample  production  capabilities  for  a  planned  ramp  up in sales and
operations  throughout  Canada  and  the  United  States.

Acquisition  of  GFC  Ventures  Corp.

We  completed  the acquisition of GFC Ventures Corp. ("GFC Ventures") on May 10,
2002,  pursuant  to  an  agreement originally dated June 26, 2001.  GFC Ventures
originally  signed  the  letter  of  intent  for  the  acquisition  of  Brussels
Chocolates  in  June 2001 and has been engaged in the management of the business
of  House  of  Brussels  Chocolates  since that date.  We issued an aggregate of
2,736,940  shares  (post  five  to  one  reverse  split)  of our common stock in
consideration  of  the  acquisition  of  all  of  the  outstanding shares of GFC
Ventures.

Reverse  Split  and  Amendments  to  Articles  of  Incorporation

We  completed  a  reverse split of our outstanding shares of common stock on the
basis  of  one  new  share  of common stock for each five previously outstanding
issued and outstanding shares of our common stock.  We also amended our Articles
of  Incorporation  to  give  effect  to  the  following:

1.     the  change  of  our  corporate  name  from "Green Fusion Corporation" to
"House  of  Brussels  Chocolates  Inc.";

2.     the  decrease  to the number of our authorized shares of the common stock
from  100,000,000  shares  to  60,000,000  shares;

3.     the  creation  of  an  authorized  class of 4,000,000 shares of preferred
stock;  and

4.     the  removal  of the requirement of cumulative voting for the election of
our  directors.

The  reverse  split  and  the  amendments  to our Articles of Incorporation were
approved  by  the  written  consent of our shareholders effective March 4, 2003.
The  amendments  to our Articles of Incorporation were effected by the filing of
Restated  Articles  of Incorporation with the Nevada Secretary of State.  A copy
of  the  filed Restated Articles of Incorporation are attached to this Quarterly
Report  on  Form  10-QSB.

BUSINESS  PLAN  FOR  HOUSE  OF  BRUSSELS  CHOCOLATES

Our  business  plan is to continue with the expansion of the business operations
of  Brussels  Chocolates  by developing new wholesale distribution channels.  We
have evaluated the current and future business potential of Brussels Chocolates,
and believe that there is substantial room to increase its profitability through
diversification  of  the business, both in terms of channel sales and geography.
Our key business objective will be to expand the business operations of Brussels
Chocolates  in order to utilize 100% of its manufacturing capacity by the end of
2003.  This  planned  expansion will include the development of new products and
increased  marketing  and  sales  efforts  into  the  United  States.

We are currently working with distributors and retailers to explore new products
to  meet consumer needs.  The lower cost of production and the difference in the
value  of  the  Canadian  and  U.S.  dollars provide a cost advantage to us when
selling  our  products  to  U.S.  retailers.  We  have  already obtained several
significant  orders  from  U.S.  based  retailers.

We  plan  on  spending  approximately  $1,000,000 over the next twelve months to
expand the business of House of Brussels Chocolates.  Our plan of operations and
the  amount  spent  in pursuing our plan of operations may vary depending on the
availability  of  financing,  decisions  made  by  our  management  and board of
directors  and  sales  contracts  that  we  may obtain.  We had positive working
capital  of  $380,824  as  of  January  31,  2003, compared to a working capital
deficit  of  $562,115  as of April 30, 2002.  We have taken significant steps to
increase  our  working capital through the issuance of shares and share purchase
warrants  in  consideration  for  the  cancellation of outstanding indebtedness.
However,  we  will  still require significant amounts of additional financing in
order  to  pursue  our  plan  of  operations.  See  the  discussion  below under
Liquidity  and  Capital  Resources.

<PAGE>


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  large  and  steady wholesale supply contracts.  The objective of this
focus is to enable us to operate at a higher rate of capacity usage and to avoid
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.

During  our  first quarter, we closed marginal retail stores and sold four other
stores  to  a  purchaser  that  will  operate  these  stores  under  a licensing
arrangement.  Our  one  remaining retail store was closed in our second quarter.
In  our third quarter one additional retail store was opened by the purchaser of
our  retail stores under a license arrangement.  We will not be paid any ongoing
royalties  under  our  licensing  arrangements  for the House of Brussels retail
stores, however these stores will purchase our chocolate products on a wholesale
basis.

During  our  second  quarter,  we entered into a supply agreement with SLC Sweet
Inc.  ("SLC"),  a  company  famous  for  its  spokesperson,  Suzanne Somers.  We
developed  a  "no  sugar added" chocolate truffle with fillings such as mandarin
orange and raspberry specifically for SLC. These chocolates fit into the line of
"wellness"  products  marketed by SLC and Ms. Somers on the basis that they help
promote  a  healthier  lifestyle.   We shipped the first of the orders to SLC in
time  for  Suzanne  Somers to debut the chocolates from October 11 to 13th, 2002
during  one  of  her Home Shopping Network shows. SLC sells products marketed by
Ms.  Somers  through  the  Home Shopping Network throughout the year, as well as
through  her  website,  www.somersweet.com.  Subsequent  to  that order, we have
                        ------------------
shipped  large  amounts of products to SLC on a monthly basis, including several
new product lines.  We do not have a long-term supply agreement with SLC, but we
have  large purchase orders on hand and are currently manufacturing products for
SLC.  We are also actively engaged in long-term planning and product development
with  SLC.

We  entered  into  a  world-wide  merchandise  licensing  agreement with Sega of
America,  Inc.  This  agreement  provides us with a non-exclusive license to use
the  Sonic  the  Hedgehog  character  in  connection  with  the  manufacture,
distribution  and  sale of milk chocolate, peanut butter, peanuts, caramel candy
bars,  milk chocolate and peanut butter boxed candy products.  We have agreed to
pay  to  Sega of America a royalty of 5% of net sales on all products sold under
this license agreement, subject to a minimum guaranteed royalty of $62,500.  The
merchandise licensing agreement term expires December 31, 2004.  We have paid an
advance  of $15,625 against the minimum guaranteed royalty.  We will be required
to  incur  all  selling  and  marketing  expenses  for  products sold under this
licensing agreement in order to create sales.  We have subsequently entered into
a  marketing  agreement  with  Sega  and Prima Games (a gaming magazine owned by
Random  House,  Inc.)  to launch the new candy bar to retailers in late March or
early  April  of  2003.

Mr.  Stephen Whittington was appointed as our chief executive officer on October
1,  2002.  Mr.  Whittington's  background  consists of more than twenty years of
senior  management  experience during which period Mr. Whittington has served as
chief  executive  officer  -- Far East and Pacific for Uniroyal Inc. and also as
the  founding  president  of Herbalife International Inc. During 1973 - 1974, he
was  a  member  of  the  United  States Trade Mission to Japan, representing the
automotive  industry.  He  has  also  been  recognized  in  the Hong Kong annual
publication  "Who's Who in Hong Kong," which recognizes distinguished executives
in  Hong  Kong.  Currently  Mr. Whittington serves as a director on the board of
various  companies  in  the  United  States  and  abroad.  He  is also the chief
executive  officer  of  Whittington  Industries,  LLC  and  Managing  Partner of
Oakbridge  Capital  Partners,  LLC,  both  of  which  are  private  firms.

Mr.  Grant  Petersen  was appointed as the chairman of our board of directors on
October  29, 2002.    Mr. Petersen has over 25 years of business experience in a
wide  range  of industries ranging from automotive


<PAGE>


to  telecommunications  and  the  Internet. Mr. Petersen has provided consultant
services  to  us  through GFC Ventures since June 2001. Prior to joining us, Mr.
Petersen  served as chief executive officer of SUMmedia.com Inc., a developer of
web-based  mobile  and wireless solutions for improving B2C relationships, where
he  oversaw the expansion of the company to a 160 employee firm and orchestrated
fundraising  efforts  totalling  $30  million.  He  has  experience in sales and
marketing, previously serving as a leasing executive for Ford Motor Co. where he
was  Canada's  sales  leader  for  three  consecutive years. His entrepreneurial
experiences  also include co-ownership of a shipping company, Pacemaker Freight,
Inc.,  where  he  developed  experience  in logistics and distribution. With his
sales  background,  Mr. Petersen will be responsible for managing and overseeing
the  planned  expansion  of  our  sales  department.

PRESENTATION  OF  FINANCIAL  INFORMATION

House  of  Brussels  Chocolates completed the acquisition of Brussels Chocolates
effective  May  1,  2002.  Under  United  States  generally  accepted accounting
principles,  our  financial  statements  have  been  prepared  using
reverse-acquisition  accounting  principles, which result in Brussels Chocolates
acquiring  House  of  Brussels Chocolates for accounting purposes.  Accordingly,
Brussels  Chocolates  is  treated  as the acquirer for accounting purposes, even
though  House of Brussels Chocolates is the legal acquirer.  Under United States
generally  accepted accounting principles, comparative figures for prior periods
are based on the operating results of Brussels Chocolates, but the type of share
capital and number of issued and outstanding shares continue to reflect those of
House  of Brussels Chocolates.  Therefore, our consolidated financial statements
include  the accounts of House of Brussels Chocolates and its legal subsidiaries
and  all significant intercompany accounts and transactions have been eliminated
on  consolidation.   Our results of operations for the nine months ended January
31,  2003 include the financial results of Brussels Chocolates since May 1, 2002
and GFC Ventures since May 10, 2002.  Comparative figures shown in our financial
statements  for  the  nine  month period ended January 31, 2002 are for Brussels
Chocolates  only.  Further  adjustments  were  also  required as outlined in the
notes  to  the  financial  statements.  We have adopted the April 30 year end of
Brussels  Chocolates  to  reflect  the  accounting treatment of the acquisition,
rather  than  proceeding  with  our  previous  December  31  year  end.

<PAGE>


RESULTS  OF  OPERATIONS

Revenues

We  achieved  revenues  in  the  amount  of $2,330,800 for the nine months ended
January  31,  2003, compared to revenues of $1,984,842 for the nine months ended
January  31,  2002, representing an increase of $345,958 or 17.4%.  Our revenues
increased  to  $1,028,119  for  the  three  months  ended  January 31, 2003 from
$938,558  for  the three months ended January 31, 2002, representing an increase
of  $89,531  or 9.5%.  The increase in revenues is attributable to new wholesale
contracts  that  we  have  obtained,  including sales to SLC Sweets and to major
retailers,  such  as Costco.  Our plan is to continue to work with SLC and major
retailers  to  continue  to  expand  our  wholesale  distribution  base.

We  have  not  earned  any  revenues  from  sales  of products under our license
agreement  with  Sega of America by the end of January 31, 2003.  We are working
with  Sega of America to launch a line of chocolate products using the Sonic the
Hedgehog  character during our fourth quarter.  This new product is currently in
production.  We  will  be  responsible for undertaking all selling and marketing
efforts  and  expenses  to  achieve  sales  of this product line.  We will incur
set-up and production costs and may incur selling expenses in our fourth quarter
prior  to  achieving  revenues  from  this  product line in subsequent quarters.

We  have  achieved  this increase in revenues despite the drop in retail revenue
that  resulted  from  the  closure  of  seven retail outlets and the sale of the
remaining  four  retail stores.   Our revenues include $80,250 of licensing fees
associated  with the sale of the four retail stores in July 2002, the opening of
a  store  in  Whistler,  BC  in  December  2002 and the entering into of license
arrangements  with the purchaser for the operation of these stores.  The license
fees  paid were one-time license fees.  The purchaser has agreed under the terms
of  the  licensing arrangement to purchase product from us on a wholesale basis,
but  will  not  pay  ongoing  license  fees.

Cost  of  Sales

Our  cost of sales increased to $1,240,144 for the nine months ended January 31,
2003,  compared to cost of sales of $1,144,383 for the nine months ended January
31,  2002,  representing  an  increase  of  $95,761  or 8.4%.  Our cost of sales
increased  to $576,428 for the three months ended January 31, 2003 from $490,936
for the three months ended January 31, 2002, representing an increase of $85,492
or  17.4%.  Our  increases  in  cost  of sales of 8.4% for the nine months ended
January  31, 2003 and 17.4% for the three months ended January 31, 2003 compared
to  increases in revenues of 17.4% and 9.5%, respectively, during these periods.
As  a  result,  our  gross  profit margin increased to 46.8% for the nine months
ended  January 31, 2003, compared to 42.3% for the nine months ended January 31,
2002.  Our  gross  profit  decreased to 43.9% for the three months ended January
31,  2003  compared  to  47.7% for the three months ended January 31, 2002.  The
increase  to  our gross profit margin for the nine months ended January 31, 2003
was  attributable  to  our  success  in achieving increased sales from new sales
contracts,  our  efforts  to ensure healthy profit margins are obtained on every
sales  contract  and  efforts to reduce our costs.  The decrease in gross profit
for  the three months ended January 31, 2003 is due to the closure of the retail
sector  of  the  business.  In  the past, the retail stores were most profitable
during  our  third  quarter  due  to  December  sales  of  Christmas  products.

Our  costs  of  sales  include  rent  for  our  Vancouver,  British  Columbia
manufacturing  facility  in  the  amount  of approximately $11,000 per month and
other  overhead  costs  directly  attributable  to  the  manufacturing  process.

Operating  Expenses

Our operating expenses decreased to $1,290,526 for the nine months ended January
31, 2003, compared to operating expenses of $1,355,837 for the nine months ended
January  31,  2002,  representing  a decrease of $65,311 or 4.8%.  Our operating
expenses  decreased  to  $340,326  for  the three months ended January 31, 2003,
compared  to  operating  expenses of $520,956 for the three months ended January
31,  2002,  representing  a  decrease  of  $180,630  or  34.7%.


<PAGE>



Our  general  and  administrative  expenses  increased  to $535,847 for the nine
months  ended  January 31, 2003, compared to general and administrative expenses
of $194,292 for the nine months ended January 31, 2002, representing an increase
of  $341,555  or  175.8%.  Our  general and administrative expenses increased to
$132,788  for the three month period ended January 31, 2003 from $61,901 for the
three  month  period ended January 31, 2002, representing an increase of $70,887
or  114.5%.  These  increases  in  our  general  and administrative expenses are
primarily  attributable  to  increased management expenses, including a one-time
charge  to  accrue  fees  in  the  amount  of $150,000, which are payable to our
chairman  of  our  board of directors, Mr. Grant Petersen, and to our president,
Mr.  L.  Evan  Baergen, in consideration of the provision of their services from
January 1, 2002 to October 31, 2002. These fees were incurred in connection with
services provided by Mr. Baergen and Mr. Peterson in connection with our efforts
to  obtain  new financing, new sales contracts and to make our business a viable
business  again  and  have  been converted into shares of common stock and share
purchase  warrants.  This  increase  in general and administrative expenses also
reflects our new status as a reporting company under the Securities Act of 1934.
We  are  subject  to  the  increased  costs  of  being a public company, whereas
Brussels  Chocolates  was a private company during the nine months ended January
31,  2002.  As  well,  some  types  of  expenses that were classified as selling
expenses  in  the  prior  year, such as office, rent and travel costs, have been
shown  as  general  and  administrative  expenses  in  the  current  year.

Our selling expenses decreased to $652,143 for the nine months ended January 31,
2003,  compared  to  $1,062,772  for  the  nine  months  ended January 31, 2002,
representing a decrease of $410,629 or 38.6%.  Our selling expenses decreased to
$177,718  for  the  three  months  ended  January  31, 2003, compared to selling
expenses of $426,777 for the three months ended January 31, 2002, representing a
decrease  of $249,059 or 58.4%.    The reduction in selling expenses was in part
due  to  the  result of rationalization of selling costs, including reduction of
salaries  paid  to  sales  employees,  reduction  in advertising efforts and the
elimination  of  certain  consultants  and  brokers.   The  reduction in selling
expenses  also reflected the reduction in expenditures related to the closure of
our  distribution  warehouse in Toronto and retail outlets in Vancouver and also
the  re-allocation  of  certain  types of expenses to general and administrative
expenses, as mentioned previously.    With the elimination of our retail stores,
we anticipate that total selling costs will continue to decrease compared to the
same  period  in  the  previous  year.  As  a  percentage  of sales, our selling
expenses  decreased to 28% compared to almost 54% in the prior year for the nine
month  period  ended  January  31,  2002.

Loss

Our  loss  decreased to $199,870 for the nine months ended January 31, 2003 from
$515,378  for the nine months ended January 31, 2002, representing a decrease of
$315,508  or  61.2%.  We had a net profit of $111,365 for the three months ended
January  31,  2003  compared  to  a  loss  of $73,304 for the three months ended
January  31,  2002.  The  increase  in  profitability  of $184,669 for the three
months  ended  January  31,  2003  over  the three months ended January 31, 2002
reflects  our  increased  revenues  and  our  decreased  selling,  general  and
administrative expenses, as discussed above.  The increase in profitability also
reflects  the  successful  implementation  of  our  plan  to  obtain consistent,
year-round  wholesale  contracts  while eliminating aspects of our business that
are  not  profitable,  such  as  some  of  the  retail  stores.

The  elimination  of  the net loss incurred by House of Brussels Chocolates Inc.
and  GFC  Ventures  Corp.  of  approximately  $265,000 for the nine months ended
January  31, 2003, leaves only the net income of our operating company, Brussels
Chocolates  Ltd.,  of  approximately $65,000, compared to a loss of $515,000 for
the  same  nine month period in the prior year.  The significant increase in net
income  is  due  to  the implementation of our plan of operations, as previously
mentioned.


<PAGE>


LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  and  Working  Capital  Deficit

We had cash in the amount of $22,777 as of January 31, 2003, compared to cash in
the  amount  of $8,444 as of April 30, 2002.  We had positive working capital of
$380,824  as  of  January  31,  2003,  compared  to a working capital deficit of
$562,115  as  of  April  30,  2002.

Our  accounts  receivable increased to $666,598 as of January 31, 2003, compared
to  $186,244  as  of  April 30, 2002 and is net of any doubtful accounts.    The
increase  in accounts receivable was due in part to our producing and shipping a
large order to SLC just prior to January 31, 2003.  In addition, the increase in
accounts receivable was due in part to the fact that sales for December 2002 and
January  2003  were  wholesale  based, which include 30 to 60 day terms.  In the
prior year, many of the sales in the period leading up to April 2002 were retail
based  (cash)  with  no  large  wholesale  orders.

Our  inventory increased to $648,051 as of January 31, 2003 compared to $382,285
as  of  April  30,  2002.  During  the  month  of December 2002, we built up our
inventories  to  meet  our  typical  spring  demand for tourist products, saving
production  capacity  during  the  winter  months for SLC orders and new product
launches.  The  increase in inventory was also due to the fact that sales demand
at April 20, 2002 was low and extra production capacity was high.  Our objective
at  that  point in time was to sell off as much inventory as possible to produce
cash  flow.


Our  accounts  payable increased to $771,182 as of January 31, 2003, compared to
$630,076  as  of April 30.  The increase in our accounts payable is attributable
to  our increased purchasing for production of high-volume accounts, such as SLC
and  our tourist line of products, and our inability to pay for accounts payable
from  cash  reserves.  Although  cash  flow  is steadily improving, we are still
reliant on obtaining favourable terms from our suppliers to help provide working
capital  to  support  our  sales  growth.

Financing  of  Business  Operations

We  financed our business operations during the past year primarily through cash
generated  from our operating revenues, short-term loans and sales of our common
stock  and share purchase warrants.  Cash used in operating activities increased
to  $677,704  for  the  nine months ended January 31, 2003 from $376,243 for the
nine  months ended January 31, 2002.  This cash used in operating activities was
provided  primarily from cash generated by financing activities.  Cash generated
by  financing  activities  increased  to  $1,012,862  for  the nine months ended
January  31,  2003 from $339,058 for the nine months ended January 31, 2002.  We
repaid  short-term  loans  and  reduced  our  obligations under capital lease by
$334,670  and  issued $1,258,622 of common shares in settlement of Company debt,
including  amounts  due  to  related  parties.  We  also  received $121,500 from
private  placements  of  common  shares  of  the  Company.

In  addition,  a  company  owned  by two of our shareholders entered into a loan
agreement  with  us,  providing  an initial loan amount of C$80,000 (US$52,580).
The loan agreement allows us to borrow up to an additional C$120,000 (US$78,870)
as  funds  become  available  to  the  shareholders.  This  loan is secured by a
General  Security  Agreement  over  all  of  the  assets of the Company, bearing
interest  at  7%  per  annum  and  a  repayment  date  of  May  31,  2004.

We are actively seeking other short-term financing to assist us in providing the
necessary  working  capital  to meet future production requirements, new product
launches  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.


<PAGE>


Debt  Settlement

During  the  quarter ended January 31, 2003, we issued an aggregate of 4,296,256
shares  of  our  common  stock  and  3,366,250  share  purchase  warrants  in
consideration  for  the  cancellation  of  the  following  indebtedness:

1)   a  convertible  note  dated  January 30, 2003, which was outstanding in the
     amount  of  $159,750.00,  was  settled by the issue of 266,250 units, where
     each  unit  consists  of  one  share of common stock and one share purchase
     warrant.  Each  share  purchase warrant entitles the holders to purchase an
     additional share of common stock at $0.25 per share until January 29, 2004;

2)   a  loan  agreement  dated  November  5,  2002, which was outstanding in the
     amount  of  $20,000,  was settled by the issue of 100,000 units, where each
     unit  consists of one share of common stock and one share purchase warrant.
     Each  share purchase warrant entitles the holders to purchase an additional
     share  of  common  stock  at  $0.25  per  share  until  February  24, 2004;

3)   a  convertible  note  dated  August  6,  2002, which was outstanding in the
     amount  of  $89,000.28  ($85,000  plus $4,000.28 in accrued interest) , was
     settled  by  the  issue  of  930,006  shares  of  common  stock;

4)   a  convertible  note  dated  October 31, 2003, which was outstanding in the
     amount of $150,000, was settled by the issue of 3,000,000 units, where each
     unit  consists of one share of common stock and one share purchase warrant.
     Each  share purchase warrant entitles the holders to purchase an additional
     share  of  common  stock  at  $0.30  per share until May 31, 2004. Of these
     units,  1,500,000  units  were  issued to Evan Baergen, our president and a
     director,  and  1,500,000  units were issued to Grant Peterson, a director.

As  a  result  of the cancellation of indebtedness, our working capital has been
significantly  increased  and  we  believe  our  ability  to  achieve additional

financing  has  significantly  increased.  We undertook this debt reduction with
the intent of positioning our Company so that we could obtain additional funding
which  would  enable  us  to  undertake  our  planned  expansion of the House of
Brussels  Chocolates'  business.

Financing  Requirements

We  will  require additional funding in order to enable us to carry out our plan
of operations, to pay ongoing operating costs and accounts payable.  These costs
include  product  development,  market  expansion,  rent,  consulting  fees  and
expenses  associated  with  complying with the obligations as a reporting issuer
under  the  Securities  Exchange  Act  of  1934.  We  are  actively  involved in
discussions with several financial institutions to set up financing arrangements
whereby  we could borrow funds against large purchase orders.  This would enable
us  to  rapidly  expand  our production to meet anticipated sales demand without
issuing  additional  shares  of  our  common  stock  or  other  equity  capital.

By completion of the acquisition of Brussels Chocolates, we believe that we have
increased  our potential to obtain financing from the private and public markets
in  order  to  finance the planned expansion of the House of Brussels Chocolates
business.  We  will  attempt  to  secure  debt  or equity financing based on the
assets,  future  sales  contracts and cash flow of House of Brussels Chocolates.
Management  believes  that  debt  financing  may  be an attractive option to the
Company  based  on  low  interest  rates and the current low market value of our
shares.  If  short-term  and/or  long-term  financing  cannot  be  obtained  as
described  above,  we  will have to revise our planned expansion of the House of
Brussels  Chocolates  business  so  that  cash  flow  generated by operations is
sufficient  to meet our cash requirements.  We have only obtained a small amount
of financing to date and there is no assurance that additional financing will be
obtained.


ITEM  3.     CONTROLS  AND  PROCEDURES.


<PAGE>


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 within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and  with  the  participation  of  our Chief Executive Officer, Mr.
Stephen  Whittington  and  our Chief Financial Officer, Mr. 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  our  Chief  Financial Officer, to allow timely decisions regarding
required  disclosure.


                           PART II--OTHER INFORMATION


ITEM  1.     LEGAL  PROCEEDINGS

In  an effort to reduce costs the Company ceased making payments on three retail
premise leases after vacating the premises.  During the three months January 31,
2003,  we  paid  to one of the landlords approximately $13,000 in full and final
settlement  for the leased premises. The settlement reduced the aggregate future
rent  by  approximately $63,000 (plus operating costs) and reduced the provision
for  future  lease  costs by $25,000.  As of January 31, 2003, the Company still
has  obligations  remaining  on  two of the retail premises.  No agreements have
been  reached  on  the  other premises. No legal proceedings have been commenced
regarding  these  liabilities. Under the terms of the leases for these premises,
the Company is obligated to pay aggregate future rent of approximately $188,000,
plus  operating costs.  Management has estimated that the future costs that will
be  incurred  with respect to these leases will aggregate approximately $37,000.
Accordingly,  a  provision  for  future lease costs in the amount of $37,000 has
been  accrued  and is included in accounts payable and accrued liabilities.  The
aggregate  ultimate  cost of future rent for the vacated premises may exceed the
amount  accrued.

GDH Consultants Ltd. initiated legal proceedings against us 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 us
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.  We  have filed a statement of claim denying the existence of any joint
venture  agreement  with  GDH  Consultants.  We  have  also filed a counterclaim
against  GDH Consultants to recover amounts paid to GDH Consultants.  We believe
that  there  is  no  foundation for this claim.  Accordingly, no amount has been
accrued  in  respect  of  this  claim.

Thumbnail  Creative  Group  Inc.,  a  packaging  design company, initiated legal
proceedings  in  the  Supreme  Court of British Columbia against us on April 15,
2002.  Thumbnail  Creative  claimed  approximately  $10,000 relating to invoices
rendered  by Thumbnail Creative relating to various design services which we had
refused  to  pay.  We  filed  a  statement  of  defense  alleging that the boxes
designed  were  not  reasonably fit for the purpose intended.  We allege that we
received  a flawed box design from the packaging design company.   We also filed
a  counterclaim  against  Thumbnail Creative claiming damages for negligence and
breach  of  contract  in  connection  with  the  services  provided by Thumbnail
Creative.  Thumbnail  Creative  obtained  a judgment against us in the amount of
$14,184  CDN  (equal  to approximately $9,000 US), plus interest, on October 16,
2002.  The  matter  of our counterclaim has yet to be decided; however Thumbnail
Creative  has  filed  a statement of defense to our counterclaim.   Execution of
this  judgment  by  Thumbnail  Creative has been stayed by the court pending the
determination  of  the  outcome  of  our  counterclaim.


<PAGE>


A judgment has been obtained by a construction company against us for failure to
pay  approximately  $40,000  relating to construction of a retail store in which
the  construction  company  exceeded  their  budget.  This  judgment  has  been
satisfied  subsequent  to  January  31,  2003.


ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

On  March  4,  2003,  the  Company  completed a five to one reverse split of the
Company's  outstanding  shares  of common stock.  Upon completion of the reverse
split,  there was one share of common stock outstanding for each five previously
issued  and outstanding shares of common stock.  All information set forth below
is  based on post-reverse split numbers of shares with corresponding adjustments
to  share  and  warrant  prices.

The  Company  completed  the  following sales of securities without registration
pursuant to the Securities Act of 1933 during the three months ended January 31,
2003:

1.   The  Company  completed  the  sale of 30,000 units on November 1, 2003 at a
     price  of  $0.20 per unit for proceeds of $6,000 to one investor. Each unit
     was  comprised of one share of common stock and one share purchase warrant.
     Each  share  purchase  warrant entitled the holder to purchase one share of
     common  stock  at a price of $0.50 per share during the period from closing
     until February 23, 2003. A total of 30,000 shares and 30,000 share purchase
     warrants  were  issued. 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 the investor on the basis that the investor is an "accredited
     investor",  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.

2.   The  Company  completed  the  sale of 77,500 units on November 4, 2002 at a
     price  of  $0.20 per unit for proceeds of $15,500 to one non-U.S. investor.
     Each unit was comprised of one share of common stock and one share purchase
     warrant.  Each  share  purchase warrant entitled the holder to purchase one
     share  of common stock at a price of $0.50 per share during the four months
     from closing until March 4, 2003. A total of 77,500 shares and 77,500 share
     purchase  warrants  were  issued.  No  commissions  or  fees  were  paid in
     connection  with  the  offering.  The  sales  were  completed  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.

3.   The  Company  completed  the  following  issuances  of  securities  to  an
     accredited  investor  pursuant  to  Rule  506  of  Regulation D of the Act:

     (a)  100,000  units on November 5, 2003 at a deemed price of $0.20 per unit
          to  the  investor  in  consideration  for  the conversion in full of a
          convertible  note  held  by  the  investor  in the principal amount of
          $20,000.  Each unit was comprised of one share of common stock and one
          share  purchase  warrant.  Each  share  purchase  warrant entitles the
          investor to purchase one share of common stock at a price of $0.30 per
          share  during the period from closing until February 24, 2004. A total
          of  100,000 shares and 100,000 share purchase warrants were issued. No
          commissions  or  fees  were  paid  in  connection  with  the offering;

     (b)  250,000  units  on  December 18, 2003 at a price of $0.20 per unit for
          cash  proceeds  of  $50,000.  Each  unit was comprised of one share of
          common  stock  and  one  share  purchase  warrant. Each share purchase
          warrant entitles the investor to purchase one share of common stock at
          a  price  of $0.50 per share during the four months from closing until
          March  25,  2003. A total of 250,000 shares and 250,000 share purchase
          warrants  were  issued. No commissions or fees were paid in connection
          with  the  offering.

<PAGE>


     (c)  930,006  shares  on  January  30,  2003 at a deemed price of $0.10 per
          share to the investor in consideration for the conversion in full of a
          convertible  note  held  by  the  investor  in the principal amount of
          $89,000,  plus  accrued  interest. No commissions or fees were paid in
          connection  with  the  offering.

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.   The  Company  issued  1,500,000 units on November 30, 2002 to Evan Baergen,
     the president and a director of the Company and 1,500,000 units on November
     30,  2002  to  Grant  Peterson,  a  director of the Company. The units were
     issued  upon  the  conversion of convertible notes issued by the Company to
     each  of  Mr.  Baergen  and  Mr.  Peterson in the amount of $75,000 each in
     respect of accrued consultant fees for services provided by Mr. Baergen and
     Mr. Peterson, respectively. The convertible notes were converted at a price
     of $0.05 per unit. Each unit was comprised of one share of common stock and
     one share purchase warrant. Each share purchase warrant entitles the holder
     to  purchase one share of common stock at a price of $0.30 per share during
     the  period  from  closing  until  February  24, 2004. A total of 1,500,000
     shares and 1,500,000 share purchase warrants were issued. No commissions or
     fees  were  paid  in connection with the offering. All sales were completed
     pursuant  to  Section  4(2) 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.

5.   The  Company  completed  the  issue  of an aggregate of 1,083,316 shares on
     December  5,  2002  to  six  of  the Company's consultants. The shares were
     issued  pursuant  to  consultant agreements between the Company and each of
     the consultants at prices based on a range from $0.05 to $0.15 per share in
     consideration  for  the  payment  of  an aggregate of $81,712 of consulting
     fees.  Each of the consultants is a non-U.S. person. No commissions or fees
     were  paid  in  connection  with  the  offering.  The  sales were completed
     pursuant  to  Regulation  S  of  the  Act  on  the  basis  that each of the
     purchasers  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.
     Of  the  shares  issued,  318,752  shares  were issued to Grant Peterson, a
     director,  in consideration of the payment of consulting fees in the amount
     of  $31,875  and 100,000 shares were issued to Mrs. Carol Baergen, the wife
     of  Evan  Baergen,  the president and a director of the Company. The shares
     issued  to  Mrs.  Baergen  were  issued  in consideration of the payment of
     consulting  fees  in  the amount of $5,000 in respect of the human resource
     services  provided  by  Mrs.  Baergen  to  the  Company.

6.   The  Company  completed the sale of 100,000 units on December 18, 2002 at a
     price  of  $0.20 per unit for proceeds of $20,000 to one non-U.S. investor.
     Each unit was comprised of one share of common stock and one share purchase
     warrant.  Each  share  purchase warrant entitles the holder to purchase one
     share  of common stock at a price of $0.50 per share during the four months
     from  closing  until  March 25, 2003. A total of 100,000 shares and 100,000
     share  purchase  warrants  were issued. No commissions or fees were paid in
     connection  with  the  offering.  The  sales  were  completed  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.

7.   On  January  20, 2003 the Company completed a private placement, with three
     investors, of 150,000 units at a price of $0.20 per unit for total proceeds
     of  $30,000. Each unit consists of one share of common stock and one common
     stock  purchase  warrant.  Each  common stock purchase warrant entitles the
     warrant  holder  to  purchase one share of common stock at a price of $0.50
     until  April  17,  2003.  No  commission  was  paid  in connection with the
     offering.  The  sales were completed pursuant to Regulation S of the Act on
     the  basis  that  each  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.

8.   The  Company  issued 266,250 units on January 30, 2003 to a private company
     owned  by  two  of  the  Company's  shareholders.  The units were issued in
     consideration  of the payment in full of the amount of $159,750 owed by the
     Company  to  the  private  company pursuant to a loan agreement at a deemed
     price  of  $0.60  per  unit. Each unit was comprised of one share of common
     stock  and one share purchase warrant. Each share purchase warrant entitles
     the  holder  to  purchase one share of common stock at a price of $1.25 per
     share  during  the  period  from closing until January 29, 2004. A total of
     266,250  shares  and  266,250  share  purchase  warrants  were  issued.  No
     commissions  or  fees  were paid in connection with the offering. All sales
     were  completed  pursuant to Section 4(2) 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.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

None.


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

No  matters  were  submitted to a vote of our security holders during our fiscal
quarter  ended  January  31,  2003.

Subsequent  to January 31, 2003, our stockholders approved the following matters
by  the  written  consent  of  a  majority of the shareholders entitled to vote:

1.   the  reverse  split  of the Company's outstanding shares of common stock on
     the  basis  of one new share of common stock for each five currently issued
     and  outstanding share of common stock without correspondingly changing the
     Company's  number  of  authorized  shares  of  common  stock  (the "Reverse
     Split");

2.   the  amendment  to  the Articles of Incorporation to change the name of the
     Company  from  "Green  Fusion Corporation" to "House of Brussels Chocolates
     Inc.";

3.   the  amendment  to  the Articles of Incorporation to decrease the number of
     authorized  shares  of  the  common  stock  of the Company from 100,000,000
     shares  to  60,000,000  shares;

4.   the  amendment  to  the  Articles  of Incorporation to create an authorized
     class  of  4,000,000  shares  of  preferred  stock;  and

5.   the amendment to the Articles of Incorporation to remove the requirement of
     cumulative  voting  for  the  election  of  directors  of  the Corporation.

The  reverse  split  and  the  amendments  to our Articles of Incorporation were
approved  by  shareholders  effective  March  4,  2003.  The  amendments  to our
Articles  of  Incorporation  were effected by the filing of Restated Articles of
Incorporation  with the Nevada Secretary of State.  A copy of the filed Restated
Articles  of  Incorporation  are attached to this Current Report on Form 10-QSB.

ITEM  5.     OTHER  INFORMATION.

None.




<PAGE>

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 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.  Corporation  and  Sega  of America, Inc. dated effective July 1,
          2002  (6)
99.1      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  (7)
99.2      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  (7)

--------------------------------------------------------------------------------

(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.
--------------------------------------------------------------------------------



REPORTS  ON  FORM  8-K

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


<PAGE>

                                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:     March  14,  2003



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




<PAGE>


                                 CERTIFICATIONS

I,  STEPHEN WHITTINGTON, Chief Executive Officer of House of Brussels Chocolates
Inc.  (the  "Registrant"),  certify  that;

1.   I  have  reviewed  this quarterly report on Form10-QSB of House of Brussels
     Chocolates  Inc.  Corporation;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report.

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and


     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:   March  14,  2003     /s/ STEPHEN WHITTINGTON
                             ___________________________________
                                   (Signature)
                                   Chief  Executive  Officer
                             ___________________________________
                                   (Title)

<PAGE>

                                 CERTIFICATIONS

I, L. EVAN BAERGEN, Chief Financial Officer of House of Brussels Chocolates Inc.
(the  "Registrant"),  certify  that;

1.   I  have  reviewed  this quarterly report on Form10-QSB of House of Brussels
     Chocolates  Inc.  Corporation;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report.

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;


     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and


6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:   March  14,  2003     /s/ L. EVAN BAERGEN
                             ___________________________________
                                   (Signature)
                                   Chief  Financial  Officer
                             ___________________________________
                                             (Title)