SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 33-7945-D
HAAS NEUVEUX & COMPANY
(Exact name of small business issuer as specified in its charter)
Colorado 84-1032191
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4221 E. Pontatoc Canyon Dr., Tucson, Arizona 85718
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (520) 577-6611
Indicate by check mark whether the issuer (1) has 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 registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: As of
January 15, 1997, there were approximately 20,906,058 shares
outstanding.
<PAGE>
I. PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
BALANCE SHEET
December 31,
1996 1995
ASSETS:
Cash $ 0 $ 0
Property and Equipment 0 0
Other 0 0
Total Assets $ 0 $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities
Accounts payable, trade $0 $ 0
Accounts payable, related party 0 0
Total Liabilities $ 0 $ 0
Stockholders' Equity
Common stock, $.0001 par value,
100,000,000 authorized; 20,504,058
shares issued and outstanding 2,050 2,050
Additional paid-in capital 797,339 797,339
Accumulated deficit (799,389) (799,389)
Total equity 0 0
Total liabilities and equity $ 0 $ 0
See accompanying Notes to Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF OPERATIONS
Three Months Ended December 31,
1996 1995
Revenues $ 0 $ 0
Costs and expenses 0 0
Net income (loss) $0 $ 0
Net income (loss) per common share * *
Weighted average number of
common shares outstanding 20,504,058 20,504,058
* Less than $.01 per share
See accompanying Notes to Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF CASH FLOWS
Three Months Ended December 31,
1996 1995
Cash Flows from operating activities:
Net gain (loss) $ 0 $ 0
Adjustments to reconcile net gain
(loss) to net cash provided by
operating activities 0 0
Depreciation and amortization 0 0
Increase (decrease) in payables 0 0
Net cash used in operations $ 0 $ 0
Net increase (decrease) in
cash equivalents $ 0 $ 0
See accompanying Notes to Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
Notes to Financial Statements
December 31, 1996
(Unaudited)
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation
of the financial condition of registrant have been included, and
the disclosures are adequate to make the information presented not
misleading.
Note 1. A summary of significant accounting policies is currently
on file with the U.S. Securities and Exchange Commission in
registrant's Form S-18 effective October 27, 1986.
Note 2. The loss per share was computed by dividing net loss by
the weighted average number of shares of common stock outstanding
during the period.
Note 3. Registrant has not declared or paid dividends on its
common shares since inception.
Note 4. The accompanying unaudited condensed financial statements
have been prepared in accordance with the instructions to Form 10-Q
and do not include all information and footnotes required by
generally accepted accounting principles for complete financial
statements.
Note 5. Income taxes have not been provided for in that registrant
has not had a tax liability from inception through December 31,
1996, due to operating losses.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
Haas Neuveux & Company (the "Company"), was incorporated under the
laws of Colorado on May 23, 1986, under the name of Victor Capital
Corporation. The Company initially provided for its operations
from the sale of 7,500,000 shares of its "restricted," $.0001 par
value per share common stock from inception through the period
ended July 14, 1986. This initial capitalization provided the
Company with $7,950 in cash and services valued at $500. The funds
raised from the initial capitalization were expensed in the conduct
of an initial public offering which was conducted during 1986 and
1987. The securities offered to the public by the Company were
units of one share of common stock and two separate classes
warrants. The two classes of warrants expired in 1987 and 1990,
respectively. The public offering closed on February 25, 1987,
raising approximate gross proceeds of $80,500. This offering
resulted in the issuance of 4,025,000 common shares and a like
number of each class of warrant.
In 1987, the Company unsuccessfully pursued several municipal lease
transactions, the end result of which were two changes in control
of the Company. The first change of control occurred when original
management sold a significant portion of their common shares to the
individual proposing to engage in municipal lease transactions.
The second change in control occurred when the municipal lease
transactions fell through and the attorney for the Company at the
time agreed to assume control in exchange for the receipt of a
portion of the shares previously transferred by the control group
and the issuance of an additional 28,003,500 shares of common stock
in exchange for legal fees and costs due him of $6,402 and his
undertaking to satisfy all outstanding obligations of the Company,
which subsequently resulted in his paying out an additional $3,000.
In 1992, the Company entered into a share purchase agreement with
the shareholders of a Swiss corporation, Ancienne Manufacture des
Montres Haas & Compagnie S.A. ("Haas & Cie"). This agreement, in
relevant part, resulted in (a) a change of the name to Haas Neuveux
& Company from Victor Capital Corporation; (ii) a reverse split of
the outstanding capitalization of one share for every 16.5 shares
then outstanding so that there were approximately 2,399,600 shares
of common stock outstanding immediately prior to the acquisition;
(iii) an increase in the authorized capitalization prior to the
acquisition to 100,000,000 common shares, $.0001 par value per
share, and 10,000,000 preferred shares, $.001 par value per share;
(iv) the issuance of 17,600,400 post-split common shares to the
shareholders of Haas & Cie in exchange for their shares in the
Swiss entity, thereby making Haas & Cie a wholly-owned subsidiary
of the Company; and (v) the appointment of additional directors and
new officers for the Company.
In connection with the acquisition the "finders" of the opportunity
agreed to raise investment funds for the business of Haas & Cie, an
undertaking which, in large part, resulted in failure, which, in
turn and inevitably, gave rise to various disputes between several
of the parties involved. Effective June 30, 1994, all
disagreements were resolved. The settlement agreement between the
various parties, including the Company, resulted in (i) Mr. Michael
Harrop, formerly an officer and director of the Company,
purchasing, on behalf of an investment group, 14,931,006 shares of
the outstanding common stock from the former shareholders of Haas
& Cie and the Company surrendering all shares in Haas & Cie back to
its former shareholders so that the Company no longer has any
interest in its former subsidiary; (ii) Mr. Harrop agreeing to
assume control of the Company; (iii) the resignation of all other
officers and directors; (iv) a release by Mr. Harrop of debt owed
to him by Haas & Cie; (v) a satisfaction of all debts of the
Company through September 30, 1995; and (vi) a mutual release and
covenant not to sue between all parties.
The Company has not generated any cash flows from operating or
investing activities since inception. Operating capital has been
solely provided from the proceeds of two initial fundings prior to
the public offering and from the offering itself The proceeds of
these efforts resulted in approximate gross proceeds of $88,450 in
cash and services valued at $500. Also, on December 17, 1987, the
Company received the relief of debt owed its attorney of $6,402 and
the subsequent payment on its behalf of an additional $3,000 in
liabilities. Finally, the recision of the acquisition of Haas &
Cie resulted in the assumption and subsequent payment on its behalf
of all debts claimed against the Company through December 31, 1995.
The Company presently has no source of liquidity or capital assets
available to it, other than such loans and capital contributions as
may be subsequently forthcoming from management, which is under no
obligation in this regards.
Results of Operations
Three Months Ended December 31, 1996, as Compared to Three Months
Ended December 31, 1995
The Company, after the divestiture of Haas & Cie, had no operations
in 1996 or 1995. In 1996, the Company engaged counsel to bring
itself current in its reports under the Securities Exchange Act of
1934, as amended, and to otherwise assist it in updating its books
and records. The fees and expenses incurred in this regards, as
well as in regards of previous matters aggregated $43,794.
PART II - OTHER INFORMATION
Item 1. Litigation
No material legal proceedings to which the Company (or any officer
or director of the Company, or any affiliate or owner of record or
beneficially of more than five percent of the Common Stock, to
management's knowledge) is a party or to which the property of the
Company is subject is pending and no such material proceeding is
known by management of the Company to be contemplated.
Item 2. Change in Securities
This item is not applicable to the Company for the period covered
by this report.
Item 3. Defaults Upon Senior Securities
This item is not applicable to the Company for the period covered
by this report.
Item 4. Submission of Matters to a Vote of Security Holders
There were no meetings of security holders during the period
covered by this report; thus, this item is not applicable.
Item 5. Other Information
There is no additional information which the Company is electing to
report under this item at this time.
Item 6. Exhibits and Reports on Form S-K
No reports on Form 8-K were filed by the Company during the period
covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized this 20th day of January, 1997.
HAAS NEUVEUX & COMPANY
(Registrant)
By: /s/ Michael Harrop
Michael Harrop, President and
Chief Executive Officer
By: /s/ Michael Harrop
Michael Harrop, Chief Financial
and Accounting Officer and
Treasurer
* * * * * *
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