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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 October 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)                       

(604) 713-8052
  Issuers telephone number, including area code

__________________________________________________________
  (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 xYes ̈ No

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date: 22,195,562 Shares
  of $0.001 par value Common Stock outstanding as of December 2, 2003.

Transitional Small Business Disclosure Format (check one):
     Yes  ̈No
  x

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| | 10-QSB
      October 31, 2003
| | -----------------------------
|

Index

|PART I - FINANCIAL INFORMATION        | 3                                                        
|------------------------------------- | ---------------------------------------------------------
|                                      |                                                          
|ITEM 1.                               | FINANCIAL STATEMENTS                                     
|ITEM 2.                               | MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|CORPORATE HISTORY                     | 3                                                        
|OUR BUSINESS                          | 3                                                        
|RECENT CORPORATE
      DEVELOPMENTS   | 3                                                        
|RESULTS OF OPERATIONS                 | 5                                                        
|LIQUIDITY AND
      CAPITAL RESOURCES | 7                                                        
|ITEM 3.                               | CONTROLS AND PROCEDURES                                  
|                                      |                                                          
|PART II--OTHER INFORMATION            | 8                                                        
|                                      |                                                          
|ITEM 1.                               | LEGAL PROCEEDINGS                                        
|ITEM 2.                               | CHANGES IN SECURITIES AND USE OF PROCEEDS                
|ITEM 3.                               | DEFAULTS UPON SENIOR SECURITIES                          
|ITEM 4.                               | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      
|ITEM 5.                               | OTHER INFORMATION.                                       
|ITEM 6.                               | EXHIBITS AND REPORTS ON FORM 8-K                         
|                                      |                                                          
|SIGNATURES                            | 11                                                       

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| | 10-QSB
      October 31, 2003
| | -----------------------------
|

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS







Page 3 of 19

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Consolidated Financial Statements

October 31, 2003



F 1

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

|                                                              | OCTOBER 31  |            | APRIL 30  |  
|------------------------------------------------------------- | ----------- | ---------- | --------- | -
|                                                              | 2003        |            | 2003      |  
|                                                              | (unaudited) |            | (audited) |  
|                                                              |             |            |           |  
|ASSETS                                                        |             |            |           |  
|Current assets                                                |             |            |           |  
|Cash                                                          | $           | 60,770     |           | $
|Accounts receivable                                           |             | 1,012,265  |           |  
|Inventory                                                     |             | 1,266,271  |           |  
|Prepaid expenses                                              |             | 136,198    |           |  
|Total current assets                                          |             | 2,475,504  |           |  
|                                                              |             |            |           |  
|Software                                                      |             | 44,022     |           |  
|Property, plant and equipment                                 |             | 656,833    |           |  
|Other assets                                                  |             | 18,378     |           |  
|                                                              | $           | 3,194,737  |           | $
|                                                              |             |            |           |  
|LIABILITIES AND SHAREHOLDERS' DEFICIENCY                      |             |            |           |  
|Current liabilities                                           |             |            |           |  
|Accounts payable and accrued liabilities                      | $           | 1,611,975  |           | $
|Due to related parties                                        |             | 140,144    |           |  
|Loan payable                                                  |             | 273,457    |           |  
|Unearned revenue                                              |             | 1,983      |           |  
|Current portion of obligations under capital lease            |             | 16,131     |           |  
|Total current liabilities                                     |             | 2,043,690  |           |  
|                                                              |             |            |           |  
|Long-term debt                                                |             | -          |           |  
|                                                              |             | 2,043,690  |           |  
|                                                              |             |            |           |  
|Capital stock                                                 |             |            |           |  
|Authorized                                                    |             |            |           |  
|60,000,000 common shares, $0.001 par
      value              |             |            |           |  
|4,000,000 preferred shares                                    |             |            |           |  
|Issued                                                        |             |            |           |  
|21,176,562 (April 30, 2003 - 19,541,422
      ) common shares |             | 21,176     |           |  
|Additional paid-in capital                                    |             | 5,801,540  |           |  
|Warrants issued in connection with private placements         |             | 741,997    |           |  
|Accumulated other comprehensive income                        |             | 403,452    |           |  
|Accumulated deficit                                           |             | (5,817,118 | )         |  
|                                                              |             | 1,151,047  |           |  
|                                                              | $           | 3,194,737  |           | $

The accompanying notes are an integral part of these financial
  statements

F 2

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

|                                                       | FOR THE SIX MONTHS |            | FOR THE THREE MONTHS |            
|------------------------------------------------------ | ------------------ | ---------- | -------------------- | -----------
|                                                       | ENDED OCTOBER 31   |            | ENDED OCTOBER 31     |            
|                                                       | 2003               |            | 2002                 |            
|                                                       | (unaudited)        |            |                      | (unaudited)
|                                                       |                    |            |                      |            
|                                                       |                    |            |                      |            
|Sales                                                  | $                  | 1,342,551  |                      | $          
|Cost of sales, excluding amortization                  |                    | 700,016    |                      |            
|Gross profit                                           |                    | 642,535    |                      |            
|                                                       |                    |            |                      |            
|Selling, general and administrative expenses           |                    | 868,455    |                      |            
|Amortization of software                               |                    | 7,711      |                      |            
|Amortization of property, plant and equipment          |                    | 56,637     |                      |            
|                                                       |                    | 932,803    |                      |            
|                                                       |                    |            |                      |            
|Net loss                                               | $                  | (290,268   | )                    | $          
|                                                       |                    |            |                      |            
|Weighted-average number of common shares outstanding * |                    | 19,928,556 |                      |            
|                                                       |                    |            |                      |            
|Basic and diluted loss per share                       | $                  | (0.01      | )                    | $          

* The prior period weighted-average number of common shares outstanding
  is calculated before giving effect to a 1-for-5 reverse split of the Company's
  common shares that occurred on March 5, 2003

The accompanying notes are an integral part of these financial
  statements

F 3

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

|                                             |              |  |         |        |                    |   |                    |   |           |   | ACCUMULATED |         |        |  
|-------------------------------------------- | ------------ |  | ------- | ------ | ------------------ | - | ------------------ | - | --------- | - | ----------- | ------- | ------ | -
|                                             |              |  |         |        |                    |   | WARRANTS ISSUED IN |   |           |   | OTHER       |         |        |  
|                                             |              |  |         |        | ADDITIONAL         |   | CONNECTION         |   |           |   | COMPRE-     |         | SHARE- |  
|                                             | COMMON STOCK |  | PAID IN |        | PRIVATE PLACEMENTS |   |                    |   | HENSIVE   |   | HOLDERS'    |        
|                                             | SHARES       |  | AMOUNT  |        | CAPITAL            |   | WARRANTS           |   | AMOUNT    |   | DEFICIT     |         | INCOME |  
|                                             |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|                                             |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|Balance  April 30, 2003 (audited)           | 19,541,422   |  | $       | 19,541 |                    | $ | 5,739,892          |   | 6,550,790 |   | $           | 204,048 |        | $
|                                             |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|Expired share purchase warrants              | -            |  |         | -      |                    |   | -                  |   | (280,000  | ) |             | -       |        |  
|Stock-based compensation - May 1, 2003       |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|in exchange for services @$0.394/share       | 22,775       |  |         | 23     |                    |   | 8,950              |   | -         |   |             | -       |        |  
|Stock-based compensation - May 3, 2003       |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|in exchange for services @$0.20/unit         | 200,000      |  |         | 200    |                    |   | (163,592           | ) | 800,000   |   |             | 203,392 |        |  
|Stock-based compensation - May 15, 2003      |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|in exchange for services @$0.10/share        | 171,883      |  |         | 172    |                    |   | 17,016             |   | -         |   |             | -       |        |  
|Stock-based compensation - May 15, 2003      |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|in exchange for services @$0.10/unit         | 74,256       |  |         | 74     |                    |   | (5,063             | ) | 74,256    |   |             | 12,415  |        |  
|Private Placements #110-112; 114-115,        |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|June & July, 2003 @ $.55/unit                | 348,183      |  |         | 348    |                    |   | 90,902             |   | 348,183   |   |             | 100,250 |        |  
|Private Placements #113, 117-122,            |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|Sep & Oct 2003 @ $.55/unit                   | 528,265      |  |         | 528    |                    |   | 57,367             |   | 528,265   |   |             | 227,650 |        |  
|Private Placement #116 - Sep 10, 2003        |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|@$.45/unit                                   | 27,778       |  |         | 28     |                    |   | 12,472             |   | -         |   |             | -       |        |  
|Warrants issued in exchange for services -   |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|Sep 15, 2003 @$.10/warrant                   | -            |  |         | -      |                    |   | (24,000            | ) | 240,000   |   |             | 24,000  |        |  
|Stock-based compensation - Oct 3, 2003       |              |  |         |        |                    |   |                    |   |           |   |             |         |        |  
|in exchange for finance fee @$0.55/share     | 2,000        |  |         | 2      |                    |   | 1,098              |   | -         |   |             | -       |        |  
|Warrant exercise - Oct 24, 2003 @ $.10/share | 240,000      |  |         | 240    |                    |   | 47,760             |   | (240,000  | ) |             | (24,000 | )      |  
|Warrant exercise - Oct 24, 2003 @ $.65/share | 20,000       |  |         | 20     |                    |   | 18,738             |   | (20,000   | ) |             | (5,758  | )      |  
|Foreign currency translation adjustment      | -            |  |         | -      |                    |   | -                  |   | -         |   |             | -       |        |  
|Loss for the period                          | -            |  |         | -      |                    |   | -                  |   | -         |   |             | -       |        |  
|Comprehensive loss                           | -            |  |         | -      |                    |   | -                  |   | -         |   |             | -       |        |  
|Balance  October 31, 2003 (unaudited)       | 21,176,562   |  | $       | 21,176 |                    | $ | 5,801,540          |   | 8,001,494 |   | $           | 741,997 |        | $

The accompanying notes are an integral part of these financial statements

F 4

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

|                                                                     | FOR THE SIX MONTHS |         
|-------------------------------------------------------------------- | ------------------ | --------
|                                                                     | ENDED OCTOBER 31   |         
|                                                                     | 2003               |         
|                                                                     | (unaudited)        |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                 |                    |         
|Loss for the period                                                  | $                  | (290,268
|Adjustments to reconcile net loss for the period to net cash used in |                    |         
|operating activities                                                 |                    |         
|Amortization of software                                             |                    | 7,711   
|Amortization of property and equipment                               |                    | 56,637  
|Gain on disposal of assets                                           |                    | -       
|Common stock issued for payment of fees                              |                    | 74,687  
|Changes in non-cash working capital items                            |                    |         
|Accounts receivable                                                  |                    | (772,762
|Inventory                                                            |                    | (159,703
|Prepaid expenses                                                     |                    | 20,041  
|Other assets                                                         |                    | (1,328  
|Accounts payable and accrued liabilities                             |                    | 662,862 
|Unearned revenue                                                     |                    | 1,914   
|                                                                     |                    | (400,209
|CASH FLOWS FROM FINANCING ACTIVITIES                                 |                    |         
|Proceeds from (repayments of) loans                                  |                    | 48,150  
|Proceeds from (repayments to) related parties                        |                    | 79,836  
|Stock subscriptions received                                         |                    | -       
|Repayments of obligations under capital lease                        |                    | (13,330 
|Proceeds from issuance of common shares                              |                    | 526,545 
|                                                                     |                    | 641,201 
|CASH FLOWS FROM INVESTING ACTIVITIES                                 |                    |         
|Purchase of (proceeds from disposal of) property and equipment       |                    | (20,179 
|Change in accumulated deficit from acquisition of subsidiary         |                    | -       
|                                                                     |                    | (20,179 
|Foreign exchange effect on cash                                      |                    | (216,407
|Increase (decrease) in cash and cash equivalents                     | $                  | 4,406   
|Cash and cash equivalents, beginning of the period                   |                    | 56,364  
|Cash and cash equivalents, end of the period                         | $                  | 60,770  

|                                          | FOR THE SIX MONTHS |            
|----------------------------------------- | ------------------ | -----------
|                                          | ENDED OCTOBER 31   |            
|                                          |                    | 2003       
|                                          |                    | (unaudited)
|                                          |                    |            
|SUPPLEMENTAL CASH FLOW INFORMATION        | $                  | -          
|Cash paid for income taxes                |                    | -          
|Cash paid for interest                    |                    |            
|SUPPLEMENTALNON-CASHINVESTINGANDFINANCING |                    |            
|ACTIVITIES                                |                    | -          

The accompanying notes are an integral part of these financial
  statements

F 5

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| | Notes to the Consolidated Financial Statements 
      October 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. In October
        2003, the Company formed a wholly owned US subsidiary to further its business
        development in the United States.
      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 October 31, 2003 and the results of operations for the
        periods ended October 31, 2003. For further information, refer to the
        financial statements and notes thereto included in the Companys
        Form 10-KSB for the year ended April 30, 2003. These consolidated financial
        statements include the accounts of House of Brussels Chocolates Inc. and
        its legal subsidiaries and all significant intercompany accounts and transactions
        have been eliminated on consolidation.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Significant accounting policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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

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

F 6

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| | Notes to the Consolidated Financial Statements 
      October 31, 2003
| | ----------------------------------------------------------------------
|

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

| |                                             | October 31 |           | April 30 |  
| | ------------------------------------------- | ---------- | --------- | -------- | -
| |                                             | 2003       |           | 2003     |  
| | Trade receivables, net of doubtful accounts | $          | 907,361   |          | $
| | Other receivables                           |            | 104,904   |          |  
| | Total                                       | $          | 1,012,265 |          | $

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

| |                           | October 31 |           | April 30 |  
| | ------------------------- | ---------- | --------- | -------- | -
| |                           | 2003       |           | 2003     |  
| | Finished goods            | $          | 327,334   |          | $
| | Unpackaged finished goods |            | 86,104    |          |  
| | Packaging material        |            | 351,154   |          |  
| | Raw material              |            | 399,002   |          |  
| | Development costs         |            | 102,677   |          |  
| | Total                     | $          | 1,266,271 |          | $

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

| |                                    | October 31 |         | April 30 |  
| | ---------------------------------- | ---------- | ------- | -------- | -
| |                                    | 2003       |         | 2003     |  
| | Travel advances and miscellaneous  | $          | 20,218  |          | $
| | Prepaid consulting fees            |            | 35,000  |          |  
| | Due from related party             |            | -       |          |  
| | Deposits, promotions and royalties |            | 79,716  |          |  
| | Insurance                          |            | 1,264   |          |  
| |                                    | $          | 136,198 |          | $

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

| |                                     |      |           | October 31,
      2003 |   |           | 
| | ----------------------------------- | ---- | --------- | ---------------------- | - | --------- | 
| |                                     |      |           | Accumulated            |   | Net Book  | 
| |                                     | Cost |           | Amortization           |   | Value     | 
| |                                     |      |           |                        |   |           | 
| | Software                            | $    | 81,198    |                        | $ | 37,176    | 
| |                                     |      |           |                        |   |           | 
| |                                     |      |           |                        |   |           | 
| | Automotive equipment                | $    | 53,077    |                        | $ | 38,832    | 
| | Computer equipment                  |      | 121,723   |                        |   | 103,281   | 
| | Furniture and fixtures              |      | 104,472   |                        |   | 71,610    | 
| | Leasehold improvements              |      | 385,399   |                        |   | 355,704   | 
| | Other equipment                     |      | 87,574    |                        |   | 50,212    | 
| | Production equipment and moulds     |      | 1,105,466 |                        |   | 581,239   | 
| | Total property, plant and equipment | $    | 1,857,712 |                        | $ | 1,200,879 | 

F 7

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| | Notes to the Consolidated Financial Statements 
      October 31, 2003
| | ----------------------------------------------------------------------
|

| |                                     |      |           | April 30, 2003 |   |           | 
| | ----------------------------------- | ---- | --------- | -------------- | - | --------- | 
| |                                     |      |           | Accumulated    |   | Net Book  | 
| |                                     | Cost |           | Amortization   |   | Value     | 
| |                                     |      |           |                |   |           | 
| | Software                            | $    | 31,584    |                | $ | 26,850    | 
| |                                     |      |           |                |   |           | 
| |                                     |      |           |                |   |           | 
| | Automotive equipment                | $    | 48,826    |                | $ | 33,411    | 
| | Computer equipment                  |      | 111,975   |                |   | 92,015    | 
| | Furniture and fixtures              |      | 172,845   |                |   | 62,516    | 
| | Leasehold improvements              |      | 354,533   |                |   | 311,108   | 
| | Other equipment                     |      | 69,967    |                |   | 42,372    | 
| | Production equipment and moulds     |      | 974,562   |                |   | 509,306   | 
| | Total Property, plant and equipment | $    | 1,732,708 |                | $ | 1,050,728 | 

|7. | Accounts payable |            |           |          |  
|-- | ---------------- | ---------- | --------- | -------- | -
|   |                  | October 31 |           | April 30 |  
|   |                  | 2003       |           | 2003     |  
|   | Trade payables   | $          | 1,363,563 |          | $
|   | Other payables   |            | 248,412   |          |  
|   | Total            | $          | 1,611,975 |          | $

|8.  | Due to related parties
        Amounts due to related parties are advances made by the directors of the
        Company and have no stated terms of repayment.                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9.  | Loan payable
        The loan payable was obtained from a company controlled by two shareholders.
        The loan is repayable by May 31, 2004 and accrues interest at the rate
        of 7% per annum. The loan was advanced and is repayable in Canadian dollars
        and is secured by a General Security Agreement having a first charge over
        the assets of the Company.
|10. | Obligations under capital lease
        The Company has leased certain manufacturing equipment through CIBC Leasing
        and one vehicle from Ford Leasing. The leases all expire during the current
        year.                                                                                                                                                                    
|11. | Share capital
        The Company issued a total of 1,635,140 shares and 1,470,704 share purchase
        warrants during the six month period ended October 31, 2003 to investors
        for private placements and to consultants for stock-based compensation.
        During this period, 260,000 share purchase warrants were exercised.                                           

F 8

---

| | Notes to the Consolidated Financial Statements 
      October 31, 2003
| | ----------------------------------------------------------------------
|

|12. | Revenue
        In August 2003, the Company entered into a licensing agreement with a
        retailer to operate the three remaining corporate retail stores. In return
        the company received approximately $81,000 for the sale of the store assets
        and $37,000 as a one-time licensing fee. Revenue in the prior year included
        one-time licensing fees of approximately $65,000 from an agreement with
        the former licensee of the retail stores. This agreement was in effect
        from July 2002 until April 2003.                          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|13. | Subsequent events
        On November 19, 2003, House of Brussels Chocolates (USA), Ltd. (HOBC
        (USA)), a newly formed wholly owned subsidiary of the Company, entered
        into a Purchase Agreement with The Candy Jar, Inc., a California corporation,
        whereby HOBC (USA) purchased certain assets for our business of manufacturing
        and retailing gourmet chocolate products. In exchange for the purchased
        assets, HOBC (USA) agreed to a purchase price of $233,820 cash and 200,000
        shares of restricted shares of the Company.
|14. | Recently issued accounting pronouncements
        Recently issued accounting pronouncements will have no significant impact
        on the Company and its reporting methods.                                                                                                                                                                                                                                                                                                                                                                                                     

F 9

---

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

|                                                   | FOR THE SIX MONTHS |         | FOR THE THREE MONTHS |  
|-------------------------------------------------- | ------------------ | ------- | -------------------- | -
|                                                   | ENDED OCTOBER 31   |         | ENDED OCTOBER 31     |  
|                                                   | 2003               |         | 2002                 |  
|                                                   | (unaudited)        |         | (unaudited)          |  
|                                                   |                    |         |                      |  
|Selling expenses                                   |                    |         |                      |  
|Bad debts                                          | $                  | 17,547  |                      |  
|Interest and bank fees                             |                    | 3,488   |                      |  
|Office and miscellaneous                           |                    | 6,263   |                      |  
|Promotion and advertising                          |                    | 128,075 |                      |  
|Professional fees                                  |                    | -       |                      |  
|Rent and utilities                                 |                    | 74,759  |                      |  
|Salaries, benefits and consulting fees             |                    | 188,986 |                      |  
|Travel and entertainment                           |                    | 32,837  |                      |  
|                                                   |                    | 451,955 |                      |  
|                                                   |                    |         |                      |  
|General and administrative expenses                |                    |         |                      |  
|Interest and bank fees                             |                    | 36,270  |                      |  
|Office and miscellaneous                           |                    | 22,109  |                      |  
|Promotion and advertising                          |                    | -       |                      |  
|Professional fees                                  |                    | 147,240 |                      |  
|Rent and utilities                                 |                    | 9,879   |                      |  
|Salaries, benefits and consulting fees             |                    | 197,651 |                      |  
|Travel and entertainment                           |                    | 3,351   |                      |  
|Gain on write-off of long-term assets              |                    | -       |                      |  
|                                                   |                    | 416,500 |                      |  
|                                                   |                    |         |                      |  
|Total Selling, General and administrative expenses | $                  | 868,455 |                      | $

The accompanying notes are an integral part of these financial
  statements

F 10

---

| | 10-QSB
      October 31, 2003
| | -----------------------------
|

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

CORPORATE HISTORY

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

We were originally incorporated under the laws of the State
  of Nevada on March 5, 1998 under the name Green Fusion Corporation.
  On May 6, 2002, we completed the acquisition of House of Brussels Holdings Ltd.
  (House of Brussels Holdings). House of Brussels Holdings is the
  sole shareholder of Brussels Chocolates. This acquisition was completed pursuant
  to a share purchase agreement with House of Brussels Holdings and its shareholders
  dated April 2, 2002. We issued 6,000,000 shares to the shareholders of House
  of Brussels Holdings in exchange for all of the issued and outstanding shares
  of House of Brussels Holdings. This acquisition was agreed to be effective as
  of May 1, 2002. In connection with this acquisition, we adopted the year-end
  of House of Brussels Holdings, which is April 30th, rather than continuing
  with our previous year-end, which was December 31st. In October 2003,
  we incorporated a wholly owned US subsidiary, House of Brussels Chocolates (USA)
  Ltd. (HOBC USA) to further our business development in the United
  States.

OUR BUSINESS

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

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

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

RECENT CORPORATE DEVELOPMENTS

Since taking over the management of Brussels Chocolates, we
  have restructured the organization, reducing overhead and production costs.
  A principal component of our restructuring was to close our retail stores in
  order to focus our business exclusively on the wholesale market. We are now
  concentrating on increasing the

Page 3 of 11

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| | 10-QSB
      October 31, 2003
| | -----------------------------
|

utilization of our production facility, on a year-round basis,
  by obtaining consistently large wholesale supply contracts. The objective of
  this focus is to enable us to operate at a higher rate of capacity usage and
  to avoid the historical cyclical revenue results that Brussels Chocolates has
  been subject to in the past. These historical cyclical revenue results have
  reflected peak sales of chocolate products during the Christmas, Valentines
  and Easter holiday periods. With our traditional client base and our production
  of the products for SLC, autumn and winter revenues will remain strong. Historically,
  premium chocolate sales have been weaker in the spring and summer months, underscoring
  our need to diversify our product set and manufacture chocolates that will increase
  our revenue during these slow periods.

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

Secondly, we are concentrating on expanding our No-Sugar-Added/Low-Carb
  product set. Consumers are learning that they can still reduce the amount of
  sugar they are ingesting without sacrificing taste. This new type of chocolate
  is growing at astounding rates, largely due to the popularity of such diets
  as the Atkins DietTM. There is great interest in using the No-Sugar-Added/Low-Carb
  products to deliver dietary supplements, functional foods and pharmaceutical
  compounds to treat various medical conditions. We have formed a new committee
  of health care specialists to evaluate and identify key companies, personnel
  and products involved with new advances in utilizing chocolate as a highly palatable
  carrier for various compounds. These compounds span the spectrum from simple
  dietary supplements, to pharmaceutical compounds targeting specific types of
  medical conditions. The committees key goal will be to identify research
  projects and the people behind them, put a chocolate-based product around the
  project, and then attempt to push the product to commercialization. We anticipate
  major growth from this sector in the near future.

On November 19, 2003, we entered into a Purchase Agreement
  with The Candy Jar, Inc. (Candy Jar), a California corporation located
  in San Francisco, CA, whereby we purchased certain assets for our business of
  manufacturing and retailing gourmet chocolate products. The terms and conditions
  of the Purchase Agreement were the result of arm's length negotiations. We believe
  the transaction was favorable to us in view of the market value of the assets
  purchased and the payment terms, although no formal appraisal or fairness opinion
  was done. The assets were purchased by our newly formed subsidiary, HOBC USA.
  Upon completion of the transaction, a copy of the Purchase Agreement was filed
  with the SEC under Form 8-K dated November 24, 2003.

While we will continue to make the ultra-gourmet chocolate
  coated truffles made famous by The Candy Jar in San Francisco, we also have
  the ability for the San Francisco facility to manufacture all products currently
  manufactured at our Vancouver plant. With a few minor changes, we will also
  be able to manufacture The Candy Jars full line of chocolate coated truffles
  in Vancouver. This will provide us with increased flexibility in production
  scheduling and shipping to our many west coast customers, thereby reducing production
  and shipping costs in general.

Since The Candy Jar products are sold mostly under the Truffelinos
  trademark, Brussels Chocolates has also secured the rights to the Truffelinos
  name. Brussels Chocolates sales team intends to present representative
  products under the Truffelinos brand to long-standing Candy Jar customers such
  as Nordstrom, Williams-Sonoma, Macys and other high-end national retailers.
  Brussels Chocolates views this as an opportunity to

Page 4 of 11

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| | 10-QSB
      October 31, 2003
| | -----------------------------
|

quickly increase its client base. Additionally, Brussels Chocolates
  intent is to build on these existing relationships by introducing some of its
  own products to The Candy Jars current customers. Our sales focus will
  be to introduce high margin, cutting edge products such as No-Sugar-Added/Low-Carb
  chocolates and our new proprietary supplement bars.

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

RESULTS OF OPERATIONS

Revenues

We achieved revenues in the amount of $1,342,551 for the six
  months ended October 31, 2003 compared to revenues of $1,302,681 for the six
  months ended October 31, 2002. Included in these revenue amounts are one-time
  licensing fees of approximately $37,000 for the six months ended October 31,
  2003 and $65,000 for the six months ended October 31, 2002. This represents
  an increase of $39,870 or 3.1% in total revenue. Our revenues increased to $1,070,425
  for the three months ended October 31, 2003 from $944,894 for the three months
  ended October 31, 2002, representing an increase of $125,531 or 13.3%.

Production for the Christmas season typically begins in early
  summer with the first shipments (and revenue recognition) occurring in early
  September. Even though booked orders for the Christmas season are higher this
  year in comparison to the previous year, many customers are taking shipment
  later in the season this year resulting in more of the revenue occurring in
  November (quarter 3) than in September and October (quarter 2). We also had
  lower than expected revenues in the first quarter of the year mainly due to
  the drop in tourism in Canada because of the SARS outbreak and the
  decline in the US dollar when compared to the Canadian dollar. Despite these
  circumstances our revenues were still up over last year. For Canadian-based
  revenue that was earned, the change in the US-Canadian exchange rate was a positive
  factor in raising the overall revenue amount as shown in our financial results.

Cost of Sales

Our cost of sales increased to $700,016, for the six months
  ended October 31, 2003, compared to cost of sales of $663,716 for the six months
  ended October 31, 2002, representing an increase of $36,300 or 5.5%. At the
  same time, our cost of sales decreased to $452,482 for the three months ended
  October 31, 2003 from $460,369 for the three months ended October 31, 2002,
  representing a decrease of $7,877 or 1.7%. The net result of a slight increase
  in both revenue and cost of sales for the six month period has resulted in a
  small decrease in gross profit margin of approximately 1%.

The decrease to our gross profit margin for the six months
  ended October 31, 2003 despite our efforts to reduce costs and increase of manufacturing
  efficiency was mainly attributable to three factors. First, the higher one time
  licensing fees included in revenue in the previous year do not carry an associated
  cost with them. Second, the higher ratio of fixed overhead costs within cost
  of sales (such as factory rent and utilities) compared to total cost of sales
  in the previous year. An agreement with the former shareholders of Brussels
  Chocolates (who were also landlords of our rented premises at that time) had
  provided for several months of free rent of our manufacturing facility to assist
  us in our efforts to regain financial stability after the purchase of Brussels
  Chocolates. However, the major factor was the change in the US-Canadian exchange
  rate. While the decrease in the value of the US

Page 5 of 11

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| | 10-QSB
      October 31, 2003
| | -----------------------------
|

dollar when compared to the Canadian dollar had a positive
  effect on the revenue, it had the opposite effect on the cost of sales. Certain
  inventory items that are not always readily available were purchased when available
  in the winter of 2003 and when the exchange rate was one US dollar for every
  1.64 Canadian dollar. These items have now been used in production and the resulting
  finished goods have been sold. For a large portion of the current fiscal year,
  the exchange rate has been in the 1.31 to 1.33 range, which results in approximately
  a 20% increase in costs.

Operating Expenses

Our operating expenses, net of amortization, decreased to
  $868,456 for the six months ended October 31, 2003, compared to $877,484 for
  the six months ended October 31, 2002, representing a decrease of $9,028 or
  1%. For the three months ended October 31, 2003, operating expenses increased
  by $74,703 (21.4%) to $423,146 ($348,443  October 31, 2002).

Our selling expenses decreased to $451,955 for the six months
  ended October 31, 2003, compared to $474,425 for the six months ended October
  31, 2002, representing a decrease of $22,470 or 4.7%. For the three months ended
  October 31, 2003, selling expenses increased by $16,307 (7.9%) to $221,480 ($205,173
   October 31, 2002). Generally, all selling expenses decreased this period
  when compared to the same period last year. Bad debts was one exception. Most
  notably was the reduction in salaries and consulting fees from $284,289 (October
  31, 2002) to $188,986 (October 31, 2003), and decrease of 33.5% or $95,303.
  Last year we realized a recovery of bad debts during the first three months
  of fiscal 2003. This year we had a few smaller customers file for bankruptcy
  protection or go out of business and that had the effect of increasing bad debts
  to $17,547 in the current year from a recovery of $12,185 in the previous year,
  and change of $29,732. Other expenditures that increased this period related
  to the attendance of tradeshows and our sales efforts in the United States,
  resulting in higher promotion and travel expenses. These expenditures are a
  necessary part of our plan to target large, multi-location customers, thereby
  increasing production and reducing the overhead associated with a large number
  of sales to smaller customers. Promotion expenses increased by $97,103 (313%)
  to $128,075 (October 31, 2003) from $30,972 (October 31, 2002). Travel expenses
  were $32,837 at October 31, 2003, an increase of $19,686 (29.4%) over $25,371
  of travel expenses that were incurred for the same period in the previous year.

Our general and administrative expenses increased to $416,501
  for the six months ended October 31, 2003, compared to $403,059 for the six
  months ended October 31, 2002, representing a increase of $13,442 or 3.3%. This
  increase is all attributable to the three months ended October 31, 2003, as
  the general and administrative expenses increased by $58,396 to $201,666, compared
  to $143,270 for the three months ended October 31, 2002. These increases in
  our general and administrative expenses are primarily attributable to increased
  professional and external consulting fees of $77,903 (October 31, 2003 - $147,240;
  October 31, 2002 - $69,337). These fees were incurred as we engaged public relation
  and general business consultants to assist us with our corporate development.
  Offsetting much of this cost was the large decrease in salaries to $197,651
  for the six months ended October 31, 2003 from $252,230 (October 31, 2002),
  and change of $54,579 (21.6%).

Amortization on software has increased this year due to the
  installation of new manufacturing, financial and system software. Amortization
  on property, plant and equipment continues to decrease as the book value of
  these assets declines.

Loss

Our loss decreased to $290,269 for the six months ended October
  31, 2003 from $311,235 for the six months ended October 31, 2002, representing
  a decrease of $20,966 or 6.7%. Our net income increased to $192,690 for the
  three months ended October 31, 2003 from $105,690 for the same period in the
  previous year, a difference of $86,740 or 81.9%.

Page 6 of 11

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| | 10-QSB
      October 31, 2003
| | -----------------------------
|

LIQUIDITY AND CAPITAL RESOURCES

Cash and Working Capital

We had positive working capital of $431,814 as of October
  31, 2003, compared to positive working capital of $280,350 as of our fiscal
  year ended April 30, 2003. This continues our trend of steadily improved working
  capital. We had cash in the amount of $60,770 as of October 31, 2003, compared
  to cash in the amount of $56,364 as of April 30, 2003.

Our accounts receivable increased to $1,012,265 as of October
  31, 2003, compared to $204,779 as of April 30, 2003 and are net of any doubtful
  accounts. This large increase in receivables is a result of the cyclical nature
  of our business and typical for this time of year ($994,207  October 31,
  2002).

Our inventory increased to $1,266,271 as of October 31, 2003,
  compared to $1,016,040 as of April 30, 2003. The end of this quarter occurs
  at the height of our production for the Christmas season, so we contain to carry
  high levels of raw material, packaging and finished goods.

Our accounts payable increased to $1,611,975 as of October
  31, 2003, compared to $1,053,096 as of April 30, 2003. The increase in our accounts
  payable is attributable to our increased purchasing needed for production of
  our Christmas orders and our inability to pay for accounts payable from cash
  reserves. Even though our working capital is steadily improving, we are still
  reliant on obtaining favorable terms from our suppliers to help provide working
  capital to support the cyclical nature of our sales.

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

Amounts borrowed from officers and directors of the Company
  (related parties) increased to $140,144 as at October 31, 2003 from $60,000
  at April 30, 2003. These amounts were lent to the Company to provide much needed
  working capital for operations.

Financing of Business Operations

We financed our business operations during the past quarter
  primarily through cash generated from short-term loans, sales of our common
  stock and share purchase warrants, and through favorable credit terms from our
  suppliers. Cash used in operating activities decreased to $400,209 for the six
  months ended October 31, 2003 from $633,716 for the six months ended October
  31, 2002. This cash used in operating activities was provided primarily from
  cash generated by increasing amounts owed to our suppliers. Cash generated by
  financing activities decreased to $641,201 for the six months ended October
  31, 2003 from $2,233,0725 for the six months ended October 31, 2002. We obtained
  $127,986 of additional loans form our officers and directors and from our shareholders.
  We also received $526,545 from the issuance of our common shares and exercised
  share purchase warrants. In the prior year, most of the cash generated by financing
  activities came from the issuance of our common shares as part of the reverse
  takeover of House of Brussels Chocolates. We also financed the installation
  of a new manufacturing and financial system and purchased new manufacturing
  molds and equipment by increasing the amounts owed to our suppliers.

We are actively seeking other short-term and long-term financing
  to assist us in providing the necessary working capital to meet future production
  requirements and reduction in trade payables. Subsequent to the end of this
  quarter we raised $500,000 by issuing shares, but the Company is seeking more
  funding. 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.

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      October 31, 2003
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|

ITEM 3.     CONTROLS AND PROCEDURES

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

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

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

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

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

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

PART II--OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

No material developments occurred in our previously disclosed legal proceedings.

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| | 10-QSB
      October 31, 2003
| | -----------------------------
|

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

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

1. 528,265 units at a price of $0.55 per unit for total
      proceeds of $290,545 were issued to six investors between July 30, 2003
      and September 30, 2003. Each unit was comprised of one share of common stock
      and one share purchase warrant. Each share purchase warrant entitled the
      holders to purchase one share of common stock at a price of $0.65 per share
      during the period from closing until dates ranging from July 30, 2004 to
      September 30, 2004. Commissions and fees of $5,000 were paid in connection
      with the offering. All sales were completed pursuant to Rule 506 of Regulation
      D of the Act to investors on the basis that the investors are accredited
      investors, as defined in Rule 501 of Regulation D. All securities
      issued were endorsed with a restrictive legend confirming that the securities
      could not be resold without registration under the Act or an applicable
      exemption from the registration requirements of the Act.
2. 27,778 shares of common stock at a price of $0.45 per
      share for proceeds of $12,500 were issued to an investor on September 10,
      2003. No commissions or fees were paid in connection with the offering.
      All sales were completed pursuant to Rule 506 of Regulation D of the Act
      to investors on the basis that the investors are accredited investors,
      as defined in Rule 501 of Regulation D. All securities issued were endorsed
      with a restrictive legend confirming that the securities could not be resold
      without registration under the Act or an applicable exemption from the registration
      requirements of the Act.
3. 240,000 Share Purchase Warrants were issued pursuant
      to a Financial Consulting Agreement dated September 15, 2003. Each warrant
      entitles the holder to purchase one share of common stock at a price of
      $0.10 per share until May 3, 2008. The Warrant Certificate was 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. 
       
      During the quarter ended, these Share Purchase warrants were exercised in
      full for proceeds to the Company in the amount of US$24,000. We issued 240,000
      shares of common stock, 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. 2,000 shares of common stock were issued pursuant to
      a Loan Agreement dated October 3, 2003. The shares were issued at a value
      of $0.55 per share. The share certificate issued was 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. 20,000 shares of common stock were issued pursuant to
      the partial exercise of Share Purchase Warrants issued in the previous quarter
      end. The share certificate issued was 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. The warrants were exercisable at $0.65 per share; therefore
      the Company received proceeds in the amount of $13,000.

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      October 31, 2003
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|

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.     OTHER INFORMATION.

On December 9, 2003, we accepted the resignation of Mr. Stephen
  Whittington as a director of our Company. Mr. Whittington resigned due to other
  business commitments.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K

|Exhibit Number | Description of Exhibit                                                                                                                                               
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                      
|10.7           | Amendment to Merchandise License Agreement
        between House of Brussels Chocolates Inc. and Sega of America, Inc. dated
        July 23,2003 (1)                
|10.8           | Purchase Agreement between House of Brussels
        Chocolates (USA), Ltd. and The Candy Jar, Inc. dated November 19, 2003
        (2)                              
|31.1           | Certification of Chief Executive Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002 (3)
|31.2           | Certification of Chief Financial Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302
        of the Sarbanes-Oxley Act of 2002 (3)
|32.1           | Certification of Chief Executive Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (3)
|32.2           | Certification of Chief Financial Officer
        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002 (3)
|               |                                                                                                                                                                      

|    |                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Previously filed with the Securities
        and Exchange Commission as an exhibit to the Registrants Quarterly
        Report on Form 10-QSB filed on September 12, 2003.
|(2) | Previously filed with the Securities
        and Exchange Commission as an exhibit to the Registrants Current
        Report filed on November 25, 2003.                  
|(3) | 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 October 31, 2003. Subsequent to the quarter end, we filed
  a Current Report on Form 8-K on November 25, 2003 to report the Purchase Agreement
  between House of Brussels Chocolates (USA), Ltd. and The Candy Jar, Inc.

Page 10 of 11

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| | 10-QSB
      October 31, 2003
| | -----------------------------
|

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: | December 12, 2003                                                    
|----- | ---------------------------------------------------------------------
|      |                                                                      
|      |                                                                      
|By:   | /s/ L. Evan Baergen                                                  
|      | L. Evan Baergen, CA                                                  
|      | President, Chief Financial Officer, Secretary, Treasurer and Director

Page 11 of 11

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