<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                        HOUSE OF BRUSSELS CHOCOLATES INC.
                        ---------------------------------
             (Exact Name of Registrant as Specified in Its Chapter)

        NEVADA                                                52-2202416
        ------                                                ----------
(State of Incorporation)                                   (I.R.S. Employer
                                                            Identification No.)

                         SUITE 208, 750 TERMINAL AVENUE
                         VANCOUVER, BC, CANADA  V6A 2M5
                            TELEPHONE: (604) 713-8052
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                       TWO WRITTEN COMPENSATION AGREEMENTS
                 BETWEEN THE COMPANY AND TWO OF ITS CONSULTANTS
                 ----------------------------------------------
                            (Full Title of the Plan)

    HOUSE OF BRUSSELS CHOCOLATES INC., ATTENTION:  L. EVAN BAERGEN, PRESIDENT
                         SUITE 208, 750 TERMINAL AVENUE
                         VANCOUVER, BC, CANADA  V6A 2M5
                            TELEPHONE: (604) 713-8052
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                                    Proposed
                                   Proposed         Maximum
Title of            Amount         Maximum          Aggregate       Amount of
Securities to       to be          Offering Price   Offering        Registration
be Registered (1)   Registered     Per Share (2)    Price (2)       Fee (3)
--------------------------------------------------------------------------------
Common Stock         246,140       $0.10
$0.001 par value     Shares        Per Share         $24,614          $2.26
================================================================================

(1)  This  registration  statement  covers the common stock issuable pursuant to
     consultant  agreements  between  the  registrant and two of its consultants
     (the  "Consultant  Agreements").

(2)  This  registration  statement  shall also cover an indeterminable number of
     additional  shares  of  common  stock  which  may become issuable under the
     Consultant  Agreements  by  reason  of  any  stock  dividend,  stock split,
     re-capitalization  or  any  other  similar transaction effected without the
     receipt  of consideration which results in an increase in the number of the
     registrant's  outstanding  shares  of  common  stock.

(3)  The  Proposed  Maximum Offering Price Per Share is calculated in accordance
     with  Rule 457(h) of the Securities Act of 1933, as amended, based upon the
     deemed  fair market value of $0.10 per common share of the shares of common
     stock of the Registrant to be issued pursuant to the Consultant Agreements.
     The  Proposed  Aggregate  Maximum  Aggregate Offering Price is based on the
     Proposed  Maximum Offering Price Per Share times the total number of shares
     of  Common  Stock to be registered. These amounts are calculated solely for
     the  purpose of calculating the registration fee pursuant to Rule 457(h)(1)
     under  Securities  Act  of  1933,  as  amended.
                                -----------------
                                   Copies to:
                                 Michael A. Cane
                             Cane O'Neill Taylor, LLC
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255



<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


ITEM  1.          PLAN  INFORMATION.*


ITEM  2.          REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.


                                     PART II

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  filed  by  House  of  Brussels  Chocolates  Inc. (the
"Company"),  with  the  Securities  and  Exchange Commission are incorporated by
reference  into  this  Registration  Statement:

(1)  The  Company's  Annual  Report filed on Form 10-KSB with the Securities and
     Exchange  Commission  on  April  1,  2002;

(2)  The  Company's  Quarterly  Reports on Form 10-QSB filed with the Securities
     and  Exchange  Commission on May 15, 2002, September 23, 2002, December 16,
     2002  and  March  17,  2003;

(3)  The Company's Current Reports on Form 8-K filed on May 17, 2002, as amended
     on  May  21,  2002  and  July  22,  2002,  and  on  August  14,  2002;

(4)  All  other reports filed by the Company pursuant to Sections 13(a) or 15(d)
     of the Exchange Act subsequent to the filing of the Company's Annual Report
     with  the  Securities  and  Exchange  Commission  on  April  1,  2002;

(5)  The  description  of  the  Company's Common Stock which is contained in the
     Company's  Form 10-SB Registration Statement, filed with the Securities and
     Exchange  Commission  pursuant  to Section 12(g) of the Securities Exchange
     Act  of  1934  (the  "Exchange  Act") originally on January 28, 2000 and as
     amended  on  April  14,  2000.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference herein and to be a part of this Registration
Statement  from  the  date  of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated  Document modifies or supersedes such statement. Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.


ITEM  4.          DESCRIPTION  OF  SECURITIES.

The securities to be offered are registered under Section 12 of the Exchange Act
of  1934.


                                       1


<PAGE>



ITEM  5.          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect,  in the Company or any of its parents or subsidiaries. Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane O'Neill Taylor, LLC, independent legal counsel to the Company, has provided
an  opinion  regarding the due authorization and valid issuance of the shares of
Common  Stock.


ITEM  6.          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  (the  "NRS")  and  the  Bylaws  of  the  Company.

Unless  specifically  limited  by a corporation's articles of incorporation, the
NRS  automatically  provides  directors with immunity from monetary liabilities.
The  Company's  Articles  of  Incorporation  do  not  contain  any such limiting
language.  Excepted  from  that  immunity  are:

(a)  a  willful  failure to deal fairly with the corporation or its shareholders
     in  connection  with a matter in which the director has a material conflict
     of  interest;

(b)  a  violation  of  criminal  law unless the director had reasonable cause to
     believe  that  his  or  her  conduct  was  lawful or no reasonable cause to
     believe  that  his  or  her  conduct  was  unlawful;

(c)  a  transaction from which the director derived an improper personal profit;
     and

(d)  willful  misconduct.

The  Articles  of  Incorporation  provide  that  the  Company will indemnify its
officers, directors, legal representative, and persons serving at the request of
the  Company  as  a  director  or  officer  of  another  corporation,  or as its
representative in a partnership, joint venture, trust or other enterprise to the
fullest extent legally permissible under the laws of the State of Nevada against
all  expenses,  liability  and loss (including attorney's fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
that  person  as  a  result  of  that  connection  to the Company. This right of
indemnification  under the Articles is a contract right which may be enforced in
any  manner  by  such person and extends for such persons benefit to all actions
undertaken  on  behalf  of  the  Company.

The By-laws of the Company provide that the Company will indemnify its directors
and  officers  to  the  fullest  extent  not prohibited by Nevada law; provided,
however,  that  the  Company  may  modify  the extent of such indemnification by
individual  contracts  with  its directors and officers; and, provided, further,
that  the  Company shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such person unless
(i)  such  indemnification  is  expressly  required  to be made by law, (ii) the
proceeding  was  authorized by the Board of Directors of the Company, (iii) such
indemnification  is provided by the Company, in its sole discretion, pursuant to
the  powers  vested in the Company under Nevada law or (iv) such indemnification
is  required  to  be  made  pursuant  to  the  By-laws.

The  By-laws  of the Company provide that the Company will advance to any person
who  was  or  is  a party or is threatened to be made a party to any threatened,
pending  or  completed  action,  suit  or  proceeding,  whether civil, criminal,
administrative  or  investigative,  by  reason  of  the fact that he is or was a
director  or officer, of the Company, or is or was serving at the request of the
Company  as  a  director  or  executive officer of another Company, partnership,
joint  venture, trust or other enterprise, prior to the final disposition of the
proceeding,  promptly  following  request therefor, all expenses incurred by any
director  or  officer  in  connection  with  such  proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be


                                       2


<PAGE>



determined  ultimately  that such person is not entitled to be indemnified under
the  By-laws  of  the  Company  or  otherwise.

The  By-laws of the Company provide that no advance shall be made by the Company
to  an officer of the Company (except by reason of the fact that such officer is
or  was a director of the Company in which event this paragraph shall not apply)
in  any  action,  suit or proceeding, whether civil, criminal, administrative or
investigative,  if  a  determination  is reasonably and promptly made (i) by the
Board  of  Directors  by a majority vote of a quorum consisting of directors who
were  not  parties  to the proceeding, or (ii) if such quorum is not obtainable,
or,  even  if  obtainable,  a  quorum  of disinterested directors so directs, by
independent  legal  counsel  in  a  written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that  such person acted in bad faith or in a manner that such
person  did  not  believe  to  be in or not opposed to the best interests of the
Company.


ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.


ITEM  8.          EXHIBITS.

Exhibit
Number            Description  of  Document
------            -------------------------

 5.1              Opinion  Cane O'Neill Taylor, LLC, independent legal counsel,
                  regarding the  due  authorization  and  valid issuance of the
                  shares of Common Stock, with  consent  to  use.
10.1              Consulting  Agreement  between  the  Company  and  Hideko  Ak
                  Labella
10.2              Consulting  Agreement  between  the  Company  and  Kellee
                  Wallace
23.1              Consent  of  Sarna  &  Company,  Independent  Auditors
23.2              Consent  of  Collins  Barrow,  Chartered  Accountants
24.1              Power of Attorney  (included  on  the  signature  page of this
                  registration  statement).


ITEM  9.          UNDERTAKINGS.

The  Company  hereby  undertakes:

     (a)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration:

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the Registration Statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  Registration  Statement;  and

          (3)  To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  Registration
               Statement  or  any  material  change  to  such information in the
               Registration  Statement;

     Provided  however, that that paragraphs (a) (1) and (2) do not apply if the
     information  required to be included in a post-effective amendment by those
     paragraphs  is  contained in periodic reports filed by the Company pursuant
     to section 13 or section 15(d) of the Exchange Act that are incorporated by
     reference  herein.

     (b)  That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new Registration Statement relating to the securities


                                       3


<PAGE>



          offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bona  fide  offering thereof.

     (c)  To  remove  from registration by means of post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(2)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
     liability  under  the  Securities Act of 1933, each filing of the Company's
     annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934 that is incorporated by reference in the Registration Statement
     shall  be  deemed  to  be  a  new  Registration  Statement  relating to the
     securities offered therein, and the offering of such securities at the time
     shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     of  1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     has  been  advised  that  in  the  opinion  of  the Securities and Exchange
     Commission  such  indemnification  is against public policy as expressed in
     the  Act  and  is,  therefore, unenforceable. In the event that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company  of  expenses  incurred  or  paid  by  the  director,  officer  or
     controlling  person of the Company in the successful defense of any action,
     suit  or  proceeding)  is asserted by such director, officer or controlling
     person  in  connection  with  the  securities being registered, the Company
     will,  unless  in the opinion of the counsel the matter has been settled by
     controlling  precedent, submit to the appropriate jurisdiction the question
     of whether such indemnification by it is against public policy as expressed
     in  the  Act  and will be governed by the final adjudication of such issue.


                                       4


<PAGE>



                                   SIGNATURES


Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
House  of  Brussels Chocolates Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing a Form S-8 and has duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in  the  City  of Vancouver, British
Columbia,  Canada  on  the  29th  day  of  April,  2003.

                                     HOUSE  OF  BRUSSELS  CHOCOLATES  INC.


                                     By:     /s/  L.  Evan  Baergen
                                             -----------------------------
                                             L.  Evan  Baergen,  President


                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes and appoints L. Evan
Baergen,  as  his  true and lawful attorney-in-fact and agent with full power of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully do or cause to be
done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

SIGNATURE                    TITLE                         DATE
---------                    -----                         ----


/s/ L.  EVAN  BAERGEN         President,  Director  and
________________________      Principal Accounting Officer     April 29, 2003
L.  EVAN  BAERGEN

/s/ GRANT  PETERSEN
________________________      Director                         April 29, 2003
GRANT  PETERSEN

/s/ STEPHEN  WHITTINGTON
________________________      Director and Principal           April 29, 2003
STEPHEN  WHITTINGTON          Executive  Officer




                                       5
[{"type": "S-8", "sequence": "1", "filename": "hobseight.txt", "secsgml_size_bytes": 20504}]
{"company-data": {"conformed-name": "HOUSE OF BRUSSELS CHOCOLATES INC", "cik": "0001072367", "assigned-sic": "2060", "irs-number": "522202416", "state-of-incorporation": "NV", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-105027", "film-number": "03683772"}, "business-address": {"street1": "208-750 TERMINAL AVENUE", "street2": "-", "city": "VANCOUVER", "state": "A1", "zip": "V6A 2M5", "phone": "604-484-4940"}, "mail-address": {"street1": "208-750 TERMINAL AVENUE", "city": "VANCOUVER", "state": "A1", "zip": "V6A 2M5"}, "former-company": {"former-conformed-name": "GREEN FUSION CORP", "date-changed": "19990909"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                        HOUSE OF BRUSSELS CHOCOLATES INC.
                        ---------------------------------
             (Exact Name of Registrant as Specified in Its Chapter)

        NEVADA                                                52-2202416
        ------                                                ----------
(State of Incorporation)                                   (I.R.S. Employer
                                                            Identification No.)

                         SUITE 208, 750 TERMINAL AVENUE
                         VANCOUVER, BC, CANADA  V6A 2M5
                            TELEPHONE: (604) 713-8052
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                       TWO WRITTEN COMPENSATION AGREEMENTS
                 BETWEEN THE COMPANY AND TWO OF ITS CONSULTANTS
                 ----------------------------------------------
                            (Full Title of the Plan)

    HOUSE OF BRUSSELS CHOCOLATES INC., ATTENTION:  L. EVAN BAERGEN, PRESIDENT
                         SUITE 208, 750 TERMINAL AVENUE
                         VANCOUVER, BC, CANADA  V6A 2M5
                            TELEPHONE: (604) 713-8052
                            -------------------------
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                                    Proposed
                                   Proposed         Maximum
Title of            Amount         Maximum          Aggregate       Amount of
Securities to       to be          Offering Price   Offering        Registration
be Registered (1)   Registered     Per Share (2)    Price (2)       Fee (3)
--------------------------------------------------------------------------------
Common Stock         246,140       $0.10
$0.001 par value     Shares        Per Share         $24,614          $2.26
================================================================================

(1)  This  registration  statement  covers the common stock issuable pursuant to
     consultant  agreements  between  the  registrant and two of its consultants
     (the  "Consultant  Agreements").

(2)  This  registration  statement  shall also cover an indeterminable number of
     additional  shares  of  common  stock  which  may become issuable under the
     Consultant  Agreements  by  reason  of  any  stock  dividend,  stock split,
     re-capitalization  or  any  other  similar transaction effected without the
     receipt  of consideration which results in an increase in the number of the
     registrant's  outstanding  shares  of  common  stock.

(3)  The  Proposed  Maximum Offering Price Per Share is calculated in accordance
     with  Rule 457(h) of the Securities Act of 1933, as amended, based upon the
     deemed  fair market value of $0.10 per common share of the shares of common
     stock of the Registrant to be issued pursuant to the Consultant Agreements.
     The  Proposed  Aggregate  Maximum  Aggregate Offering Price is based on the
     Proposed  Maximum Offering Price Per Share times the total number of shares
     of  Common  Stock to be registered. These amounts are calculated solely for
     the  purpose of calculating the registration fee pursuant to Rule 457(h)(1)
     under  Securities  Act  of  1933,  as  amended.
                                -----------------
                                   Copies to:
                                 Michael A. Cane
                             Cane O'Neill Taylor, LLC
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

ITEM  1.          PLAN  INFORMATION.*

ITEM  2.          REGISTRANT  INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    Information  required by Part I to be contained in Section 10(a) prospectus
     is  omitted  from  the  Registration  Statement in accordance with Rule 428
     under  the  Securities  Act  of  1933,  and  Note  to  Part  I of Form S-8.

                                     PART II

ITEM  3.          INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  filed  by  House  of  Brussels  Chocolates  Inc. (the
"Company"),  with  the  Securities  and  Exchange Commission are incorporated by
reference  into  this  Registration  Statement:

(1)  The  Company's  Annual  Report filed on Form 10-KSB with the Securities and
     Exchange  Commission  on  April  1,  2002;

(2)  The  Company's  Quarterly  Reports on Form 10-QSB filed with the Securities
     and  Exchange  Commission on May 15, 2002, September 23, 2002, December 16,
     2002  and  March  17,  2003;

(3)  The Company's Current Reports on Form 8-K filed on May 17, 2002, as amended
     on  May  21,  2002  and  July  22,  2002,  and  on  August  14,  2002;

(4)  All  other reports filed by the Company pursuant to Sections 13(a) or 15(d)
     of the Exchange Act subsequent to the filing of the Company's Annual Report
     with  the  Securities  and  Exchange  Commission  on  April  1,  2002;

(5)  The  description  of  the  Company's Common Stock which is contained in the
     Company's  Form 10-SB Registration Statement, filed with the Securities and
     Exchange  Commission  pursuant  to Section 12(g) of the Securities Exchange
     Act  of  1934  (the  "Exchange  Act") originally on January 28, 2000 and as
     amended  on  April  14,  2000.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference herein and to be a part of this Registration
Statement  from  the  date  of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated  Document modifies or supersedes such statement. Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.

ITEM  4.          DESCRIPTION  OF  SECURITIES.

The securities to be offered are registered under Section 12 of the Exchange Act
of  1934.

                                       1
ITEM  5.          INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

No  expert  or  counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect,  in the Company or any of its parents or subsidiaries. Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane O'Neill Taylor, LLC, independent legal counsel to the Company, has provided
an  opinion  regarding the due authorization and valid issuance of the shares of
Common  Stock.

ITEM  6.          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised  Statutes  (the  "NRS")  and  the  Bylaws  of  the  Company.

Unless  specifically  limited  by a corporation's articles of incorporation, the
NRS  automatically  provides  directors with immunity from monetary liabilities.
The  Company's  Articles  of  Incorporation  do  not  contain  any such limiting
language.  Excepted  from  that  immunity  are:

(a)  a  willful  failure to deal fairly with the corporation or its shareholders
     in  connection  with a matter in which the director has a material conflict
     of  interest;

(b)  a  violation  of  criminal  law unless the director had reasonable cause to
     believe  that  his  or  her  conduct  was  lawful or no reasonable cause to
     believe  that  his  or  her  conduct  was  unlawful;

(c)  a  transaction from which the director derived an improper personal profit;
     and

(d)  willful  misconduct.

The  Articles  of  Incorporation  provide  that  the  Company will indemnify its
officers, directors, legal representative, and persons serving at the request of
the  Company  as  a  director  or  officer  of  another  corporation,  or as its
representative in a partnership, joint venture, trust or other enterprise to the
fullest extent legally permissible under the laws of the State of Nevada against
all  expenses,  liability  and loss (including attorney's fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
that  person  as  a  result  of  that  connection  to the Company. This right of
indemnification  under the Articles is a contract right which may be enforced in
any  manner  by  such person and extends for such persons benefit to all actions
undertaken  on  behalf  of  the  Company.

The By-laws of the Company provide that the Company will indemnify its directors
and  officers  to  the  fullest  extent  not prohibited by Nevada law; provided,
however,  that  the  Company  may  modify  the extent of such indemnification by
individual  contracts  with  its directors and officers; and, provided, further,
that  the  Company shall not be required to indemnify any director or officer in
connection with any proceeding (or part thereof) initiated by such person unless
(i)  such  indemnification  is  expressly  required  to be made by law, (ii) the
proceeding  was  authorized by the Board of Directors of the Company, (iii) such
indemnification  is provided by the Company, in its sole discretion, pursuant to
the  powers  vested in the Company under Nevada law or (iv) such indemnification
is  required  to  be  made  pursuant  to  the  By-laws.

The  By-laws  of the Company provide that the Company will advance to any person
who  was  or  is  a party or is threatened to be made a party to any threatened,
pending  or  completed  action,  suit  or  proceeding,  whether civil, criminal,
administrative  or  investigative,  by  reason  of  the fact that he is or was a
director  or officer, of the Company, or is or was serving at the request of the
Company  as  a  director  or  executive officer of another Company, partnership,
joint  venture, trust or other enterprise, prior to the final disposition of the
proceeding,  promptly  following  request therefor, all expenses incurred by any
director  or  officer  in  connection  with  such  proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should be

                                       2
determined  ultimately  that such person is not entitled to be indemnified under
the  By-laws  of  the  Company  or  otherwise.

The  By-laws of the Company provide that no advance shall be made by the Company
to  an officer of the Company (except by reason of the fact that such officer is
or  was a director of the Company in which event this paragraph shall not apply)
in  any  action,  suit or proceeding, whether civil, criminal, administrative or
investigative,  if  a  determination  is reasonably and promptly made (i) by the
Board  of  Directors  by a majority vote of a quorum consisting of directors who
were  not  parties  to the proceeding, or (ii) if such quorum is not obtainable,
or,  even  if  obtainable,  a  quorum  of disinterested directors so directs, by
independent  legal  counsel  in  a  written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that  such person acted in bad faith or in a manner that such
person  did  not  believe  to  be in or not opposed to the best interests of the
Company.

ITEM  7.          EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.          EXHIBITS.

Exhibit
Number            Description  of  Document
------            -------------------------

 5.1              Opinion  Cane O'Neill Taylor, LLC, independent legal counsel,
                  regarding the  due  authorization  and  valid issuance of the
                  shares of Common Stock, with  consent  to  use.
10.1              Consulting  Agreement  between  the  Company  and  Hideko  Ak
                  Labella
10.2              Consulting  Agreement  between  the  Company  and  Kellee
                  Wallace
23.1              Consent  of  Sarna  &  Company,  Independent  Auditors
23.2              Consent  of  Collins  Barrow,  Chartered  Accountants
24.1              Power of Attorney  (included  on  the  signature  page of this
                  registration  statement).

ITEM  9.          UNDERTAKINGS.

The  Company  hereby  undertakes:

     (a)  To  file, during any period in which offers or sales are being made, a
          post-effective  amendment  to  this  registration:

          (1)  To  include  any  prospectus  required by Section 10(a)(3) of the
               Securities  Act  of  1933;

          (2)  To  reflect  in  the prospectus any facts or events arising after
               the  effective  date  of  the Registration Statement (or the most
               recent  post-effective  amendment thereof) which, individually or
               in  the  aggregate,  represent  a  fundamental  change  in  the
               information  set  forth  in  the  Registration  Statement;  and

          (3)  To  include  any material information with respect to the plan of
               distribution  not  previously  disclosed  in  the  Registration
               Statement  or  any  material  change  to  such information in the
               Registration  Statement;

     Provided  however, that that paragraphs (a) (1) and (2) do not apply if the
     information  required to be included in a post-effective amendment by those
     paragraphs  is  contained in periodic reports filed by the Company pursuant
     to section 13 or section 15(d) of the Exchange Act that are incorporated by
     reference  herein.

     (b)  That,  for  the  purpose  of  determining  any  liability  under  the
          Securities  Act  of  1933, each such post-effective amendment shall be
          deemed  to  be a new Registration Statement relating to the securities

                                       3
offered  therein,  and  the  offering  of such securities at that time
          shall  be  deemed  to  be  the  initial  bona  fide  offering thereof.

     (c)  To  remove  from registration by means of post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination  of  the  offering.

(2)  The  Company  hereby  undertakes  that,  for  purposes  of  determining any
     liability  under  the  Securities Act of 1933, each filing of the Company's
     annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934 that is incorporated by reference in the Registration Statement
     shall  be  deemed  to  be  a  new  Registration  Statement  relating to the
     securities offered therein, and the offering of such securities at the time
     shall  be  deemed  to  be  the  initial  bona  fide  offering  thereof.

(3)  Insofar as indemnification for liabilities arising under the Securities Act
     of  1933 may be permitted to directors, officers and controlling persons of
     the Company pursuant to the foregoing provisions, or otherwise, the Company
     has  been  advised  that  in  the  opinion  of  the Securities and Exchange
     Commission  such  indemnification  is against public policy as expressed in
     the  Act  and  is,  therefore, unenforceable. In the event that a claim for
     indemnification  against  such  liabilities  (other than the payment by the
     Company  of  expenses  incurred  or  paid  by  the  director,  officer  or
     controlling  person of the Company in the successful defense of any action,
     suit  or  proceeding)  is asserted by such director, officer or controlling
     person  in  connection  with  the  securities being registered, the Company
     will,  unless  in the opinion of the counsel the matter has been settled by
     controlling  precedent, submit to the appropriate jurisdiction the question
     of whether such indemnification by it is against public policy as expressed
     in  the  Act  and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
House  of  Brussels Chocolates Inc., certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing a Form S-8 and has duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in  the  City  of Vancouver, British
Columbia,  Canada  on  the  29th  day  of  April,  2003.

                                     HOUSE  OF  BRUSSELS  CHOCOLATES  INC.

                                     By:     /s/  L.  Evan  Baergen
                                             -----------------------------
                                             L.  Evan  Baergen,  President

                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes and appoints L. Evan
Baergen,  as  his  true and lawful attorney-in-fact and agent with full power of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully do or cause to be
done  by  virtue  hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the  date  indicated.

SIGNATURE                    TITLE                         DATE
---------                    -----                         ----

/s/ L.  EVAN  BAERGEN         President,  Director  and
________________________      Principal Accounting Officer     April 29, 2003
L.  EVAN  BAERGEN

/s/ GRANT  PETERSEN
________________________      Director                         April 29, 2003
GRANT  PETERSEN

/s/ STEPHEN  WHITTINGTON
________________________      Director and Principal           April 29, 2003
STEPHEN  WHITTINGTON          Executive  Officer

                                       5