SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 6, 2000
FOUNTAIN COLONY VENTURES, INC.
(Exact name of registrant as specified in its charter)
Colorado 33-27230 95-4723110
(State of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
27 Hyakunin-cho, Higashi-ku, Nagoya, Aichi Prefecture, Japan
(Address of principal executive offices)
011-81-52-937-8840
(Registrant's telephone number, including area code)
1621 Altivo Way, Los Angeles, California 90026
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
- -----------------------------------------------
On April 6, 2000, Fountain Colony Ventures, Inc., a Colorado corporation
("Fountain Colony"), Green Medical Company, Ltd., a Japanese corporation
("Green Medical") and Mr. Katumori Hayashi consummated a stock for stock
exchange (collectively referred to as the "Reorganization") as described below
in this report. See "Item 2. -- Acquisition or Disposition of Assets." In
connection with the Reorganization, Mr. Katumori Hayashi transferred ownership
of one hundred percent of all the issued and outstanding shares of capital
stock of Green Medical to Fountain Colony in exchange for being issued
21,420,000 shares of the common stock, $0.001 par value, of Fountain Colony.
Mr. Hayashi then transferred ownership of 2,142,000 of the shares of Fountain
Colony common stock to Top Dog, LLC, a Nevada limited liability company. As a
result, Mr. Katumori Hayashi now owns 19,278,000 shares, or approximately
74.04%, of the issued and outstanding shares of Fountain Colony common stock.
Top Dog, LLC now owns 2,142,000 shares, or approximately 8.23%, of the issued
and outstanding shares of Fountain Colony common stock.
The Agreement and Plan of Reorganization, as amended, provides that in the
event Fountain Colony fails to meet the financial requirements for an initial
listing as a NASDAQ SmallCap company on or before June 30, 2000, that
5,000,000 shares issued to Katumori Hayashi in connection with the
Reorganization are to be returned to Fountain Colony to be canceled or held as
treasury shares, without payment of any further consideration.
The following table sets forth certain information with respect to the
beneficial ownership of Fountain Colony Common Stock, by: (a) each person
known by Fountain Colony to beneficially own more than 5% of the Fountain
Colony common stock, (b) each director of Fountain Colony, (c) all directors
and executive officers of Fountain Colony, as a group, as of April 6, 2000:
AMOUNT AND NATURE PERCENTAGE OF
OF BENEFICIAL OUTSTANDING
NAME OF BENEFICIAL OWNER OWNERSHIP COMMON STOCK(1)
- ------------------------- ------------------ -----------------
Katumori Hayashi 19,278,000 74.04%
Top Dog, LLC 2,142,000 8.23%
Patrick C. Brooks 1,386,000 5.32%
Satomi Hayashi 0 0%
Masahiko Takeda 0 0%
All Executive Officers
and Directors of Fountain
Colony as a group, 3 persons 19,278,000 74.04%
2
As part of the Reorganization, Patrick C. Brooks resigned as the sole director
and officer of Fountain Colony, and the management of Green Medical was
appointed as the new management of Fountain Colony. Katumori Hayashi, Satomi
Hayashi and Masahiko Takeda are the new directors of Fountain Colony.
Katumori Hayashi is the chairman of the board of directors, president and
chief executive officer of Fountain Colony. Satomi Hayashi is the secretary
of Green Medical. Masahiko Takeda is the treasurer of Fountain Colony.
Satomi Hayashi is the wife of Katumori Hayashi.
Item 2. Acquisition or Disposition of Assets.
- ----------------------------------------------
On April 6, 2000, Fountain Colony, Green Medical, and Mr. Katumori Hayashi
consummated the Reorganization. In connection with the Reorganization, Mr.
Katumori Hayashi transferred ownership of one hundred percent of all the
issued and outstanding shares of capital stock of Green Medical to Fountain
Colony in exchange for being issued 21,420,000 shares of the common stock,
$0.001 par value, of Fountain Colony. Mr. Hayashi then transferred ownership
of 2,142,000 of the shares of Fountain Colony common stock to Top Dog, LLC, a
Nevada limited liability company.
The Agreement and Plan of Reorganization, as amended, provides that in the
event Fountain Colony fails to meet the financial requirements for an initial
listing as a NASDAQ SmallCap company on or before June 30, 2000, that
5,000,000 shares issued to Katumori Hayashi in connection with the
Reorganization are to be returned to Fountain Colony to be canceled or held as
treasury shares, without payment of any further consideration.
The terms of the Reorganization were negotiated on an arm's length basis
through Green Medical, Mr. Hayashi and their representatives, and by Fountain
Colony's former president, Patrick C. Brooks.
Green Medical owns and operates 25 pharmacies in Japan, most of which are
located in or near Nagoya, Japan. Two pharmacies are located in Tokyo, Japan.
Fountain Colony intends to continue to operate the 25 pharmacies in Japan
through its wholly-owned subsidiary, Green Medical.
Item 4. Changes in Registrant's Certifying Accountant.
- --------------------------------------------------------
Effective April 11, 2000, Fountain Colony dismissed Gerald R. Perlstein as the
independent accountant previously engaged by Fountain Colony to audit the
financial statements of Fountain Colony.
3
Gerald R. Perlstein previously audited the balance sheet of Fountain Colony as
of September 30, 1999, and the related statements of operations, stockholders'
equity, and cash flows for the year ended September 30, 1999. Gerald R.
Perlstein has not issued an adverse opinion or a disclaimer of opinion, nor
has any report during the past year been qualified or modified as to
uncertainty, audit scope, or accounting principles.
During Fountain Colony's most recent fiscal year, and any subsequent interim
period preceding the dismissal of Gerald R. Perlstein, there were no
disagreements with Gerald R. Perlstein on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
During Fountain Colony's most recent fiscal year and any subsequent interim
period preceding this change in certified accountants,
(A) Gerald R. Perlstein did not advise Fountain Colony that the
internal controls necessary for Fountain Colony to develop reliable financial
statements do not exist;
(B) Gerald R. Perlstein did not advise Fountain Colony that
information had come to the accountant's attention that led it to no longer be
able to rely on management's representations, or that made it unwilling to be
associated with the financial statements prepared by management;
(C) Gerald R. Perlstein did not advise Fountain Colony of the
need to expand significantly the scope of its audit, or that information had
come to the accountant's attention during said time period that if further
investigated, may: (i) materially impact the fairness or reliability of
either: a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued covering the
fiscal period(s) subsequent to the date of the most recent financial
statements covered by an audit report (including information that may prevent
it from rendering an unqualified audit report on those financial statements),
or (ii) cause it to be unwilling to rely on management's representations or be
associated with Fountain Colony's financial statements; or
(D) Gerald R. Perlstein did not advise Fountain Colony that
information had come to the accountant's attention that it had concluded
materially impacted the fairness or reliability of either (i) a previously
issued audit
4
report or the underlying financial statements, or (ii) the financial
statements issued or to be issued covering the fiscal period(s) subsequent to
the date of the most recent financial statements covered by an audit report
(including information that, unless resolved to the accountant's satisfaction,
would prevent it from rendering an unqualified audit report on those financial
statements).
The decision to change accountants was recommended and approved by Fountain
Colony's board of directors, who decided to use Green Medical's existing
auditors as the new auditing firm for Fountain Colony.
On April 11, 2000, Fountain Colony engaged Jones, Jensen & Company, LLC as the
new independent accountant engaged as the principal accountant to audit
Fountain Colony's financial statements. During Fountain Colony's two most
recent fiscal years, and any subsequent interim period prior to engaging
Jones, Jensen & Company, LLC, neither Fountain Colony nor someone on its
behalf consulted Jones, Jensen & Company, LLC regarding (i) either: the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
Fountain Colony's financial statements; or (ii) any matter which was either
the subject of a disagreement (there were no disagreements as stated above) or
a reportable event (as described in Item 304(a)(1)(V) of Regulation S-K).
Item 7. Financial Statements and Exhibits.
- -------------------------------------------
(a) Financial statements of businesses acquired - To be filed by amendment
to this report.
(b) Pro forma financial information - To be filed by amendment to this
report.
(c) Exhibits
Exhibit No. Exhibit Description
- ---------- --------------------
2.1 Agreement and Plan of Reorganization dated January 19, 2000, by and
among Fountain Colony, Green Medical and Katumori Hayashi.
2.2 Amendment to Agreement and Plan of Reorganization dated January 27,
2000, by and among Fountain Colony, Green Medical and Katumori
Hayashi.
5
2.3 Second Amendment to Agreement and Plan of Reorganization dated March
23, 2000, by and among Fountain Colony, Green Medical and Katumori
Hayashi.
16.1 Letter regarding resignation of certifying accountant.
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FOUNTAIN COLONY VENTURES, INC.
(Registrant)
Date: April 11, 2000 By: /s/ Katumori Hayashi
--------------------------
Katumori Hayashi
President, Chief Executive Officer
and Chairman of Board of Directors
7
EXHIBIT INDEX
Exhibit Page
No. Exhibit Description No.
------------------- -----
2.1 Agreement and Plan of Reorganization 9
dated January 19, 2000, by and among
Fountain Colony, Green Medical and
Katumori Hayashi.
2.2 Amendment to Agreement and Plan of 29
Reorganization dated January 27,
2000, by and among Fountain Colony,
Green Medical and Katumori Hayashi.
2.3 Second Amendment to Agreement and 33
Plan of Reorganization dated March
23, 2000, by and among Fountain
Colony, Green Medical and Katumori
Hayashi.
16.1 Letter regarding resignation of 38
certifying accountant.
8