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, 1997
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)
1999 Broadway, Ste. 3250, Denver, Colorado 80202
------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(303) 292 2992
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 July 2, 1999, there were 20,906,058 common shares
outstanding, 8,911,096 of which were held by non-affiliates. The bid and asked
price of the common stock on this date were $.04 and $.07, respectively;
therefore, the aggregate market value of the non-affiliated common shares, as of
this date was approximately $490,110.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date: As of July 2, 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 (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.
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.
<PAGE>
Item 2. Description of Properties
The principal executive offices of the Company are presently located at 1999
Broadway, Ste. 3250, Denver, Colorado 80209. The telephone number at this
address is (303) 292 2992. The Company is receiving the use of these offices
from 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, with the
exception of the litigation authorized to be instituted against PFB for the
return of those shares issued for the purpose of acquiring PFB.
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 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. (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, 1997 0.16 0.01
June 30, 1997 0.05 0.01
September 30, 1997 0.05 0.01
December 31, 1997 0.01 0.01
March 31, 1998 0.50 0.05
June 30, 1998 0.50 0.07
September 30, 1998 0.12 0.07
December 31, 1998 0.25 0.04
The above prices were obtained from the National Association of Securities
Dealers, Inc. The quotations represent inter-dealer quotations without retail
mark-up, mark-down or commission, and may not necessarily represent actual
transactions. On July 2, 1999, the closing inside bid and asked prices quoted on
the Bulletin Board for the common stock were $.05 and $.07, respectively. On
that date, there were two broker-dealers in the market. Outstanding Shares and
Shareholders of Record: As of July 2, 1999, the transfer ledgers maintained by
the Company's stock transfer agent indicated that there 20,906,058 shares of
common stock issued and outstanding, none of which were restricted. On that date
there were approximately 62 shareholders of record. 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.
<PAGE>
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.
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 December, 1998.
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.
Results of Operations: The Company had no operations during the
period covered by this report.
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, 1997 and 1996, 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, 1997 and 1996, 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.
- ------------------------------------------
Halliburton, Hunter & Associates, P.C.
Littleton, Colorado
July 6, 1999
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
BALANCE SHEETS
September 30,
1997 1996
---- ----
Total Assets: -- --
--------- ---------
$ -- $ --
========= =========
Liabilities and
Stockholders' Equity
Current Liabilities:
Trade accounts payable $ 78,500 $ --
--------- ---------
Total Liabilities 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 and
20,504,058 issued as of
September 30, 1997,
and September 30, 1996,
respectively 2,090 2,050
Additional
paid in capital 797,339 797,339
Accumulated deficit
during development stage (877,929)
Total stockholders'
equity (deficit) -- --
--------- ---------
$ -- $ --
========= =========
See Auditor's report and accompanying Notes to Financial Statements
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF OPERATIONS
Years ended September 30,
1997 1996 1995
---- ---- ----
Income $ -- $ -- $ --
General expenses 78,540 -- --
(Loss) from operations (78,540) -- --
Loss per share (0.004)* -- --
* Rounded to nearest decimal.
See Auditor's report and accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF STOCKHOLDER'S EQUITY
Additional Retained
Paid In Earnings
Shares Amount Capital (Deficit) TOTAL
------ ------ ------- --------- -----
<S> <C> <C> <C> <C> <C>
Balance at September 30, 1996 and 1995 20,504,058 $ 2,050 797,339 (799,389) --
Issuance of stock for services 402,000 $ 40 -- -- --
Net loss for year ended September 30, 1997 -- -- -- (78,540) --
Balance at September 30, 1997 20,906,058 $ 2,090 797,339 (877,929) --
See Auditor's report and accompanying Notes to Financial Statements
</TABLE>
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF CASH FLOW
Years Ended September 30,
1997 1996 1995
---- ---- ----
Operations:
Net (loss) $(78,540) $-- $--
Additions not requiring working capital:
Increase (decrease)
in accounts payable 78,500 -- --
Issuance of shares
for services 40 -- --
-------- ----- -----
Net cash from operations -- -- --
Financing: -- -- --
-------- ----- -----
Net cash from financing -- -- --
Net increase (decrease)
in cash -- -- --
Cash at beginning of period -- -- --
Cash at end of period $ -- -- --
See Auditor's report and accompanying Notes to Financial Statements
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
September 30, 1997
1. Organization and Nature of Business: HAAS NEUVEUX & COMPANY (formerly Victor
Capital Corporation) (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, 1997.
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
served as sole executive officer and director of the Company. Mr. Harrop, on
June 25, 1999, resigned all positions with the Company, with the exception of
his directorship.
5. 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 an acquisition of Productos Forestales de Bolivar C.A.
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 Tatnal. 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 Tatnal (Chief Financial and Accounting Officer and Treasurer).
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
This item is not applicable to the Company.
<PAGE>
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
---- --- ---------------------
Roger F. Tompkins 54 Director, President, Chief
Executive Officer
Charles Tatnall 35 Director, Chief Financial and
Accounting Officer, Treasurer
Michael Harrop 45 Director
* No current director has any arrangement or understanding whereby they are or
will be selected as a director or nominee.
Profiles of Directors and Executive Officers: Roger F. Tompkins has served the
Company on the board and as an executive officer since June 25, 1999. He has
also served on the board and as an executive officer of several other public
companies as well. Mr. Tompkins was a director and the sole executive officer of
Power Capital Corporation, a consulting firm which, through a wholly owned
subsidiary, Concepts Associates, Inc., specialized in mergers, acquisitions,
corporate finance and public relations. Power Capital is publicly held, and
acquired in January of 1996 a business in China which is developing a Sheraton
Hotel and adjoining commercial complex in the Beijing metropolitan area. Mr.
Tompkins resigned as an officer and as a director of this entity after the
acquisition. Since August, 1980, Mr. Tompkins has been a director and an
executive officer of Concepts Associates, which, until January of 1996, was a
wholly owned subsidiary of Power Capital. Mr. Tompkins purchased Concepts
Associates from Power Capital in January, 1996, and is now conducting the
previous business of Power Capital through Concepts Associates. During 1961 and
1962, Mr. Tompkins attended Farleigh Dickenson University but did not receive a
degree.
Charles Tatnall has served the Company on the board and as an executive officer
since June 25, 1999. He has also served on the board of other public companies
as well. Mr. Tatnall is a private businessman who resides outside Vancouver,
British Columbia.
Michael Harrop has served the Company on the board since 1992, and served as an
executive officer from June 30, 1994, until June 25, 1999. He has also served on
the board of other public companies as well. Mr. Harrop is a private businessman
who resides outside Geneva, Switzerland. He graduated from Cambridge University
in the United Kingdom with a degree in philosophy in 1966.Marketing of advanced
products.
No current director has any arrangement or understanding whereby they are or
will be selected as a director or as an executive officer. All directors will
hold office until the next annual meeting of shareholders and until their
successors have been duly elected and qualified, unless and until they earlier
resign or are removed from office. The executive officers of the Company are
elected by the Board of Directors at its annual meeting immediately following
the shareholders' annual meeting. The Company does not have any standing audit,
nominating or compensation committee, or any committee performing similar
functions.
<PAGE>
Item 10. Executive Compensation
No cash 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 on information which has been made available to the Company by its stock
transfer agent, the following table sets forth, as of July 2, 1999, 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:
Name and Address of Number Percent
Title of Class Beneficial Owner of Shares of Class(1)
- -------------- ---------------- --------- -----------
Common Stock Michael Harrop 11,994,962 57.38%
Directors and Executive Officers
as a Group (three in number): 11,994,962 57.38%
(1) Based on 20,906,058 shares of common stock issued and outstanding on July 2,
1999.
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: July 7, 1999
By: /s/ Roger F. Tompkins,
- --------------------------
Roger F. Tompkins, President, Chief Executive Officer
Date: July 7, 1999
By: /s/ Charles Tatnall
- -----------------------
Charles Tatnall, Chief Financial and Account 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: July 7, 1999
By: /s/ Roger F. Tompkins
- -------------------------
Roger F. Tompkins, Director
Date: July 7, 1999
By: /s/ Charles Tatnall
- -----------------------
Charles Tatnall, Director
Date: July 7, 1999
By: /s/ Michael Harrop
- ----------------------
Michael Harrop, Director
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 78,500
<BONDS> 0
0
0
<COMMON> 2,090
<OTHER-SE> (80,590)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 78,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (78,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> (78,500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (78,500)
<EPS-BASIC> (.004)
<EPS-DILUTED> (.004)
</TABLE>
