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: March 31, 1997
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 East 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
August 18, 1997, there were approximately 20,504,058 shares
outstanding.
I. PART I FINANCIAL INFORMATION
Item 1. Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
BALANCE SHEET
March 31,
1997 1996
ASSETS:
Cash $ - $ -
Property and Equipment - -
Other - -
Total Assets $ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities
Accounts payable, trade $ - $ -
Accounts payable, related party - -
Total Liabilities: $ - $ -
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 - -
Total liabilities and equity $ - $ -
See accompanying Notes to Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF OPERATIONS
Six Months Ended March 31,
1997 1996
Revenues $ - $ -
Costs and expenses - -
Net income (loss) $ - $ -
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
Six Months Ended March 31,
1997 1996
Cash Flows from operating activities:
Net gain (loss) $ - $ -
Adjustments to reconcile net gain
loss) to net cash provided by
operating activities - -
Depreciation and amortization - -
Increase (decrease) in payables - -
Net cash used in operations $ - $ -
Net increase (decrease) in cash
equivalents $- $ - -
See accompanying Notes to Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
Notes to Financial Statements
March 31, 1997
(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 March 31, 1997,
due to operating losses.
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. 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 of 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, subsequent to the period encompassed by this report,
July 2, 1997, acquired two separate subsidiaries from Mr. Harrop,
who infused working capital in the amount of $1,200,000 into the
Company for the purpose of funding the operations of these
entities. The first subsidiary owns and is developing land in
Uruguay to provide a polo facility and club surrounded by
residential real estate. The second provides for the import of
polo ponies from South America to Europe.
The Company had not generated any cash flows from operating or
investing activities from inception through the period covered by
this report. Operating capital was, through the period covered by
this report, solely provided from the proceeds of two initial
fundings prior to the public offering and from the offering itself.
The proceeds from 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 is providing for
its working capital from the infusion provided by Mr. Harrop and
discussed in the preceding paragraph.
Results of Operations:
Three and Six Months Ended March 31, 1997, as Compared to Three and
Six Months Ended March 31, 1996: The Company, after the
divestiture of Haas & Cie, had no operations in 1997 or 1996.
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.
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 19th day of August, 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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