SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 33-7945-D
HAAS NEUVEUX & COMPANY
(Exact name of registrant as specified in its charter)
Colorado 84-1032191
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
4221 East Pontatoc Canyon Drive, Tucson, Arizona 85718
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (520) 577-6611
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (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 by check mark if disclosure of delinquent filers pursuant
to Rule 405 of Regulation S-K is not contained herein and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the registrant. The aggregate market value shall
be computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a
specified date within 60 days prior to the date of filing:
As of the close of trading on January 15, 1997, there were
20,906,058 common shares outstanding, 7,911,096 of which were held
by non-affiliates. The bid and asked price of the common stock on
this date were $.03125 and $.125, respectively; therefore, the
aggregate market value of the non-affiliated common shares, as of
this date was approximately $3,266,571.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock as of the latest practicable
date: As of January 16, 1997, there were approximately 20,906,058
shares outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the documents incorporated by reference and the Part
of this Form 10-KSB into which the document is incorporated: None.
<PAGE>
PART I
Item 1. Description of Business
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 expended 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 $5,402 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 pursuing additional business opportunities in which to
engage.
Item 2. Description of Properties
The principal executive offices of the Company are presently
located at 4221 East Pontatoc Canyon Drive, Tucson, Arizona 85718.
The telephone number at this address is (520) 577-6611. The Company
is receiving the use of these offices free of charge from Mr. Mark
S. Pierce, its legal counsel.
Item 3. 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 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.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company effected its initial capitalization in June of 1986
through the issuance of 4,500,000 shares of its $.0001 par value
per share common stock to various individuals in exchange for $450
in cash and $500 in services. Subsequently, on July 18, 1986,
registrant raised an additional $7,500 in cash through the issuance
and sale of 3,000,000 common shares to two individuals who were
closely affiliated with the Company at the time, The Company then
conducted an initial public offering using the cash proceeds from
the foregoing sale of shares.
During February, 1987, the Company completed its initial (and so
far only) public offering and issued 4,025,000 units consisting of
one share of common stock and an A and a B warrant. This offering
generated gross proceeds of approximately $80,500. The warrants
expired unexercised on December 27, 1987, and April 27, 1990,
respectively. No market for the common stock of the Company
developed until September 16, 1992, and the market which has been
maintained since that time has been limited in volume and volatile
in price.
The Common Stock is presently traded on the over-the-counter market
and is listed in the "Pink Sheets" maintained by the National
Quotation Bureau, Inc., and is listed on the "Bulletin Board"
maintained by the National Association of Securities Dealers, Inc.
(the "NASD") under the symbol "HANX." The following table sets
forth the range of high and low bid quotations for the common stock
during each calendar quarter for the most recent two calendar
years, each of which has been rounded to the nearest, whole cent.
HIGH BID LOW BID
March 31, 1994 0.13 0.13
June 30, 1994 0.13 0.01
September 30, 1994 0.44 0.06
December 31, 1994 0.50 0.03
March 31, 1995 0.16 0.01
June 30, 1995 0.05 0.01
September 30, 1995 0.05 0.01
December 31, 1995 0.01 0.01
March 31, 1996 0.005 0.05
June 30, 1996 0.0625 0.50
September 30, 1996 0.03125 0.125
December 30, 1996 0.03125 0.125
The above prices were obtained from the National Quotation Bureau,
Inc. The quotations represent inter-dealer quotations without
retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions. On January 20, 1997, the closing
inside bid and asked prices quoted on the Bulletin Board for the
common stock were $______ and $______, respectively. On that date,
there were two broker-dealers in the market.
Outstanding Shares and Shareholders of Record
As of January 20, 1997, the transfer ledgers maintained by the
Company's stock transfer agent indicated that there were 20,906,058
shares of common stock issued and outstanding, of which 15,351,419
were "restricted." There were 96 shareholders of record on that
date and no shares of preferred stock outstanding.
Dividends
The Company has not declared or paid any dividends on its Common
Stock from inception to the date of this report, although there are
no restrictions on the payment of dividends. Further, no dividends
are contemplated at any time in the foreseeable future.
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following should be reviewed in connection with the financial
statements and management's comments thereon set forth under this
and Item 7, below.
Years Ended September 30,
1996 1995 1994
Statement of Operations:
Revenues $0.00 $0.00 $0.00
Expenses $0.00 $0.00 $0.00
Net Profit (Loss) $0.00 $0.00 $0.00
Profit (Loss) Per Share $0.00 $0.00 $0.00
Balance Sheet Data:
Assets: $0.00 $0.00 $0.00
Liabilities: $0.00 $0.00 $0.00
Stockholder's Equity
(Deficit): $(799,389.00) $(799,389.00) $(799,389.00)
*Negligible in amount.
Liquidity
The Company has not generated any cash flows from operating or
investing activities since inception. Operating capital has been
solely provided since inception from the proceeds of two initial
fundings prior to the public offering and 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 recession 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
Year Ended September 30, 1996, as Compared to Year Ended
September 30, 1995
The Company, after the divestiture of Haas & Cie, had no
operations in 1995 or 1994.
Year Ended September 30, 1995, as Compared to Year Ended
September 30, 1994
The Company, after the divestiture of Haas & Cie, had no
operations in 1995 or 1994.
Year Ended September 30, 1994, as Compared to Year Ended
September 30, 1993
The Company, after the divestiture of Haas & Cie, had no
operations in 1994 or 1993.
Item 7. Financial Statements
The audited financial statements and supporting schedules
required under this item are set forth in the immediately following
pages.
<PAGE>
HALLIBURTON, HUNTER & ASSOCIATES, P.C.
Certified Public Accountants
To the Board of Directors and Shareholders
HAAS NEUVEUX & COMPANY
We have audited the accompanying balance sheets of HAAS NEUVEUX &
COMPANY (a development stage company) as of September 30, 1996 and
1995, and the related statements of operations, stockholders'
equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement-presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, based on our audit and the report of the other
auditors, the financial statements referred to above present
fairly, in all material respects, the financial position of HAAS
NEUVEUX & COMPANY (a development stage company), as of September
30, 1996 and 1995, and the results of its operations and cash flows
for the years then ended in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has suffered
recurring losses from operations and has a net capital deficiency
that raises substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these
matters are also described in Note 3. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Halliburton, Hunter & Associates, P.C.
Littleton, Colorado
January 2, 1997
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
BALANCE SHEETS
Assets
September 30,
1996 1995
Total Assets: $ 0 $ 0
Liabilities and Stockholders' Equity
Current Liabilities:
Trade accounts payable $ 0 $ 0
Total Liabilities 0 0
Stockholders' Equity:
Preferred stock, par value $.001
per share. Authorized 10,000,000
shares; none issued 0 0
Common stock, par value $.0001
per share. Authorized 100,000,000
shares, issued 20,504,058 2,050 2,050
Additional paid-in capital 797,339 797,339
Accumulated deficit during
development stage (799,389) (799,389)
Total stockholders' equity (deficit) 0 0
$ 0 $ 0
See accompanying Notes to Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF OPERATIONS
Years ended September 30,
1996 1995 1994
(Loss) from discontinued operations $ 0 $ 0 $ 0
Loss per share $ 0 $ 0 $ 0
See accompanying Notes to Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional Retained
Paid-In Earnings
Shares Amount Capital (Deficit) TOTAL
Balance at
September 30,
1995 and 1994
and 1993 20,504,058 $2,050 797,339 (799,389) 0
See accompanying Notes to Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF CASH FLOW
Years Ended September 30,
1996 1995 1994
Operations:
Net (loss) $ 0 $ 0 $ 0
Additions not requiring
working capital:
Depreciation and amortization 0 0 0
Increase (decrease) in
accounts payable 0 0 0
Net cash from operations 0 0 0
Financing:
Common stock issued for
Haas & Cie assets 0 0 0
Sale of common stock 0 0 0
Net cash from financing 0 0 0
Net increase (decrease) in cash 0 0 0
Cash at beginning of period 0 0 0
Cash at end of period $ 0 0 0
See accompanying Notes to Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1996
1. Organization and Nature of Business:
HAAS NEUVEUX & COMPANY (formerly Victor Capital Corporation)
the ("Company") is in the development stage and was formed under
the laws of the State of Colorado on May 23, 1986, initially for
the purpose of seeking selected mergers or acquisitions with a
small number of business entities expected to be private companies,
partnerships or sole proprietorships. The Company may seek to
acquire a controlling interest in such entities in contemplation of
later completing an acquisition. The Company is not limited to
any operation or geographic area in seeking out opportunities.
Since inception, the primary activity of the Company has been
directed to organizational efforts, obtaining initial financing and
seeking merger candidates.
2. Results of Operations:
The Company has had no operations during the three-year period
ended September 30, 1996.
3. Going Concern:
Due to lack of operating experience, lack of working capital and
lack of a selected merger or acquisition candidate, there is
substantial doubt of the company's ability to establish itself as
a going concern and its success is dependent upon the Company
obtaining sufficient financial to continue its development
activities and, ultimately, to achieve profitable operations
through a merger or acquisition.
4. Change in Control:
Effective June 30, 1994, Mr. Michael Harrop, on behalf of an
investment group, purchased 14,931,006 shares of the Company's
common stock resulting in Mr. Harrop having controlling interest.
Mr. Harrop thereafter services as sole executive officer and
director of the Company.<PAGE>
Item 8. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure
The Company has had no disagreement with its accountant on any
matter of accounting principal or practice, financial statement
disclosure or auditing scope or procedure which would have caused
the accountant to make reference in its report upon the subject
matter of the disagreement. Further, the principal accountant's
report on the financial statements does not contain an adverse
opinion or a disclaimer of opinion or qualification as to audit
scope or accounting principle. The Company has had the same
auditor since 1992, its former principal accountant having ceased
the practice.
PART III
Item 9. Directors and Executive Officers of the Company
The following table sets forth all current directors and executive
officers of the Company, as well as their ages:
NAME AGE POSITION WITH COMPANY
Michael Harrop Director, Chief Executive, Financial
and Accounting Officer, President and
Treasurer
* No current director has any arrangement or understanding whereby
they are or will be selected as a director or nominee.
Mr. Harrop will hold office until the next annual meeting of
shareholders and until his successor has been duly elected and
qualified. The officers are elected by the Board of Directors at
its annual meeting immediately following the shareholders' annual
meeting and hold office until their death or until they earlier
resign or are removed from office. There are no written or other
contracts providing for the election of director or term of
employment of executive officers, all of whom serve on an "at will"
basis.
The Board of Directors currently consists of one member, Mr.
Harrop. The Company does not have any standing audit, nominating or
compensation committees, or any committees performing similar
functions. The board will meet periodically throughout the year as
necessity dictates. During the 1989, 1991, 1992, 1993, 1994,
1995 and 1996, the board acted by unanimous consent as necessity
dictated.
Executive Profiles
Michael Harrop has been the sole director and executive officer of
the Company since 1994. He resides in Geneva, Switzerland, where
his principal occupation is the provision of consulting services to
a variety of entities throughout Europe. He has a college degree
from an institution in the United Kingdom.
Item 10. Executive Compensation
No compensation has been paid since inception to the Board of
Directors or executive officers of the Company in their capacities
as such, and none is anticipated to be paid at any time in the
immediate future.
Item 11. Security Ownership of Management and Certain Others
Based upon information which has been made available to the Company
by its stock transfer agent, the following table sets forth, as of
January 20, 1997, the shares of common stock owned by each current
director, by directors and executive officers as a group and by
each person known by the Company to own more than 5% of the
outstanding Common Stock:
Title of Class Name and Address of Number Percent
Beneficial Owner of Shares of Class (1)
Common Stock Michael Harrop (2) 12,994,962 62.15%
Directors and Executive
Officers as a Group
(one in number): 12,994,962 62.15%
(1) Based on 20,906,058 shares of common stock issued and
outstanding on January 20, 1997.
(2) The investment group which Mr. Harrop represented with respect
to the divestiture of Haas & Cie owns 11,264,256 of these shares.
Mr. Harrop has the right to vote these shares, but disclaims
beneficial ownership.
Item 12. Certain Transactions
No disclosure is required under this item.
PART IV
Item 13. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
The following documents and reports have been filed as a part of
this report:
1. Financial Statements:
(a) Report of Independent Certified Public Accountants;
(b) Balance Sheets
(c) Statement of Operations
(d) Statement of Stockholders' Equity
(e) Notes to Financial Statements
2. Financial Statement Schedules: None.
3. Exhibits required by Item 601: None.
4. Reports on Form 8-K: None.
<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.
HAAS NEUVEUX & COMPANY
Date: January 20 , 1997 By: /s/ Michael Harrop
Michael Harrop, President,
Chief Executive, Financial
and Accounting Officer,
Treasurer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
Date: January 20 , 1997 By: /s/ Michael Harrop
Michael Harrop, Director
* * * * * * * * * *
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