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, 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)
1999 Broadway, Ste. 3250, Denver, Colorado 80202
- ------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (303) 292 2992
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 July 2, 1999, 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 SHEETS
December 31, September 30,
1997 1997
---- ----
(Unaudited) (Audited)
Total Assets: -- --
--------- ---------
$ -- $ --
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Trade accounts payable $ 128,500 $ 78,500
--------- ---------
Total Liabilities 128,500 78,500
Stockholders' Equity:
Preferred stock,
par value
$.001 per share;
10,000,000 shares
authorized, none issued -- --
Common stock,
par value $.0001
per share; 100,000,000
shares authorized;
20,906,058 issued 2,090 2,090
Additional paid
in capital 797,339 797,339
Accumulated deficit
during development
stage (927,929) (877,929)
Total stockholders'
equity (deficit) -- --
--------- ---------
$ -- $ --
See accompanying Notes to Financial Statements
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF OPERATIONS
Three Months Ended December 31,
1997 1996
---- ----
Revenues $ -- $ --
Costs and expenses (50,000) --
Net income (loss) $ (50,000) $ --
Net income (loss)
per common share * *
Weighted average
number of common
shares outstanding 20,906,058 20,906,058
* Less than $.01 per share
See accompanying Notes to Financial Statements
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF CASH FLOWS
Three Months Ended December 31,
1997 1996
---- ----
Cash Flows from operating activities:
Net gain (loss) $(50,000) $ --
Adjustments to
reconcile net gain
(loss) to net cash
provided by
operating activities:
Increase (decrease)
in payables 50,000 --
Net cash used in
operations $ -- $ --
Net increase
(decrease) in cash: $ -- $ --
See accompanying Notes to Financial Statements
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
Notes to Financial Statements
December 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 QSB 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 the period of this report due to operating
losses.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations: 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
restricted, $.0001 par value per share common. 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 public offering closed on February 25,
1987.
The Company, on July 2, 1997, agreed to acquire two separate subsidiaries from
Mr. Harrop, who had agreed to infuse 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 owned and was developing land in Uruguay to provide a polo
facility and club surrounded by residential real estate. The second provided for
the import of polo ponies from South America to Europe. These acquisitions,
however, were rescinded due to the inability of the subsidiaries to provide
audited financial statements.
The Company, on December 14, 1998, agreed to acquire all of the outstanding
capital stock of Productos Forestales de Bolivar, CA (PFB), a corporation
organized and operating in Venezuela. The Company on June 28, 1999, held a
meeting of the Board of Directors at 3:00 PM MDST for the primary purpose of
considering and acting on the failure of PFB to perform under its contract with
the Company (Contract). It was determined that PFB was in material default under
the Contract; thus, the Contract was declared to be in default by PFB and
rescinded. The Contract, in principal part, required PFB to deliver audited
financial statements of PFB in accordance with, and within the time frames
specified by, the rules and regulations promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (Exchange Act).
PFB did not comply with these provisions of the Contract. Further, the Contract
had numerous other provisions which PFB also refused and failed to comply with
even after repeated demands and time extensions therefor. The Company sent PFB
formal notification of the recision of the Contract, including the forthwith
demand of the return of all 78,996,000 shares issued to the shareholder of PFB
in anticipation of closing under the Contract, absent the return of which
litigation has been authorized and will be initiated.
<PAGE>
The Company on June 25, 1999, held a formal meeting of its Board of Directors at
10:00 AM MDST for the purpose of (1) confirming the resignation of one of the
two remaining board members, (2) appointing two new board members in order to
bring the board membership to three in number so as to comply with Colorado law
and (3) electing new executive officers. The resignation of Mr. Eric Drizenko
from the board and as an executive officer was accepted without reservation
effective the date of his having tendered the resignation, that being December
14, 1998. The previously tendered resignation of Mr. Harrop as a member of the
board pending closing of the PFB acquisition was withdrawn, but was accepted as
to his resignation as an executive officer effective the date of the meeting.
The Company then appointed two new board members and a new slate of executive
officers. The Board of Directors now consists of Messrs. Michael Harrop, Roger
Tompkins and Charles Tatnall. The executive officers now serving the Company are
(1) Mr. Roger Tompkins (Chairman of the Board of Directors, Chief Executive
Officer and President) and (2) Mr. Charles Tatnall (Chief Financial and
Accounting Officer and Treasurer).
The Company is again pursuing additional business opportunities in which to
engage.
Liquidity: The Company has not generated any cash flows from operating or
investing activities since inception. Operating capital was, at inception and
through 1996, provided from the proceeds of two initial fundings prior to a
public offering and the offering itself. In 1987, the Company received relief
from its debts and the satisfaction of all liabilities in exchange for common
stock. Subsequently, 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. Finally, Mr. Harrop, through equity
infusions, provided for the operations of the Company through the periods
covered by this report. 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. The only obligation of the Company at the date of this report
was an outstanding accounts payable with its attorney.
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 7th day of July, 1999.
HAAS NEUVEUX & COMPANY
(Registrant)
By: /s/ Roger F. Tompkins
-------------------------
Roger F. Tompkins, President
and Chief Executive Officer
By: /s/ Charles Tatnall
-----------------------
Charles Tatnall, Chief Financial
and Accounting Officer and Treasurer
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