SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HAAS NEUVEUX & COMPANY
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(Name of Issuer)
Common Stock, $.0001 Par Value
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(Title of Class of Securities)
404433 10 4
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(CUSIP Number)
David M. Bovi, Esquire
David M. Bovi, P.A.
319 Clematis Street, Suite 812
West Palm Beach, Florida 33401
(561) 655-0665
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 14, 1988
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Sections 240.13d-1(e),
240.13d-1(f) or 240.13d.-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Sections 240.13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject
to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
<PAGE> 1
CUSIP No. 404433 10 4
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1) Names of Reporting Persons/ I.R.S. Identification Nos. of
Above Persons (entities only):
William Richard Smith
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Sources of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place of Organization: Venezuela
Number of (7) Sole Voting Power: 78,996,000
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 78,996,000
ing Person
With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
78,996,000
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11): 79.07%
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14) Type of Reporting Person (See Instructions): IN
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<PAGE> 2
Item 1. Security and Issuer
This statement relates to the common stock, $.0001 Par Value
("Common Stock") of HAAS NEUVEUX & COMPANY (the "Issuer").
Item 2. Identity and Background
This statement is filed by William Richard Smith, an individual. Mr.
Smith's principal occupation is that of president of Productos
Forestales de Bolivar, CA ("PFB"), Calle Circunvalacion, Del Sol
Edificio Tarabay, Piso 1-1N, Caracas Venezuela. This is also Mr.
Smith's address. Mr. Smith also serves as a director of the Issuer;
however, a dispute between Mr. Smith and the Issuer's former board of
directors is presently ensuing with respect to control the Issuer and
the composition of the Issuer's board of directors and officers.
During the last five (5) years, Mr. Smith has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five (5) years, Mr. Smith has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgement, decree or final order enjoining final violations of, or
prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
Mr. Smith is a citizen of Venezuela.
Item 3. Source and Amount of Funds or Other Consideration
The Common Stock of the Issuer was acquired as a result of the
acquisition by the Issuer of all of the outstanding stock of Productos
Forestales de Bolivar, CA, a Venezuelan corporation ("PFB"). Mr.
Smith was the sole shareholder, officer and director of PFB. All of Mr.
Smith's shares in PFB were exchanged for 78,996,000 shares of the
Issuer's Common Stock. PFB is not, and has never been, a publicly
traded entity.
A dispute is presently ensuing with respect to this transaction.
Mr. Smith anticipates that a number of law suits will occur with
respect to the transaction. Mr. Smith has previously filed a complaint
with the United States Securities and Exchange Commission against
certain persons regarding this dispute
Item 4. Purpose of Transaction
As stated in Item 3, Mr. Smith acquired the Issuer's Common Stock as
a result of the acquisition of all the outstanding shares of PFB by the
Issuer. As a condition of the acquisition, the then current Board of
Directors of the Issuer resigned and were obligated to appoint Mr.
Smith and two other directors named by Mr. Smith to the Board of
Directors of the Issuer. As discussed in Item 2. above, a dispute is
presently ensuing with respect to control the Issuer and the
composition of the Issuer's board of directors and officers.
The sole purpose of this transaction was to make PFB a wholly owned
subsidiary of the Issuer and to conduct the proposed business of PFB as
such subsidiary.
<PAGE> 3
Mr. Smith reserves the right to actively pursue various proposals
which could relate to or would result in:
a. The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
d. Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend
policy of the Issuer;
f. Any other material change in the Issuer's business or
corporate structure;
g. Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
h. Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
i. A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Act;
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
As of July 28, 1999, the aggregate number and percentage of class of
securities identified pursuant to Item 1 beneficially owned by each
person named in Item 2 may be found in rows 11 and 13 of the cover
pages.
The powers of the Reporting person identified in the preceding
paragraph has relative to the shares discussed herein may be found in
rows 7 through 10 of the cover pages.
No transactions in the class of securities reported on were effected
by any of the persons named in this Item 5 during the past 60 days.
<PAGE> 4
Item 6. Contracts, Arrangements, Understandings or Relationships with
respect to the Securities of the Issuer.
On May 21, 1999, William Richard Smith issued a promissory note to
the order of Jeff Senger, an individual, whose offices are located at
2300 Palm Beach Lakes Blvd ., Suite 210, West Palm Beach, Florida
33309, in the principal sum of Sixty Three Thousand Dollars. The
principal sum, together with accrued unpaid interest, bears simple
interest at the rate of Six Percent (6%) per annum and is due on
February 28, 2000. In order to induce Mr. Senger to accept the
promissory note and as security for the payment by Mr. Smith of the
Note, Mr. Smith agreed to pledge with Mr. Senger all 78,996,000 shares
of the Issuer's Common Stock Mr. Smith owns. Pursuant to the terms of
the promissory note, Five days prior to the promissory note's due date,
Mr. Senger shall have the option to convert the promissory note into
the right to retain these shares as full payment of the promissory note
and retain all rights of ownership with respect to such shares.
Except as described above and elsewhere in this Schedule 13D, there
are no contracts, arrangements, understandings or relationships among
the Persons named in Item 2 and between such persons and any other
person with respect to any securities of the Issuer, including but not
limited to the transfer of voting of any securities, finder's fees,
joint ventures, loan or option agreements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits.
1. Stock Purchase Agreement;
2. Promissory Note; and
3. Stock Pledge Agreement.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Dated: July 28, 1999
/s/William Richard Smith
William Richard Smith
AGREEMENT
THIS AGREEMENT is made this __________________________ by and among
Haas Neuveux & Co., hereinafter called "HANX", Productos Forestales
Bolivar C.A., a company organized under the laws of Venezuela,
hereinafter called "PFB", and William Richard Smith, hereinafter
called "Smith".
RECITALS:
WHEREAS, HANX desires to acquire 100% of the issued and outstanding
shares of the common stock of PFB, in exchange for 77,000,000
authorized but unissued shares of the $.001 par value common stock
of HANX, pursuant to a plan of reorganization within the meaning of
IRC (1986), Section 368(a)(1)(B), as amended, and
WHEREAS, SMITH desires to exchange 100% of the issued and
outstanding shares of the common stock of PFB currently owned by
SMITH, in exchange for said 77,000,000 shares of HANX.
NOW THEREFORE, in consideration of the mutual promises, covenants
and representations contained herein, and to consummate the
foregoing plan of reorganization, the parties hereby adopt said
plan of organization and agree as follows:
ARTICLE I
EXCHANGE OF SECURITIES
1.01 Issuance of HANX Shares. Subject to all of the terms and
conditions of this Agreement, HANX agrees to issue to SMITH
77,000,000 fully paid and nonassessable unregistered shares of HANX
common stock in exchange for 100% of the outstanding PFB common
stock, 20 shares, all of which are currently owned by SMITH.
1.02 Transfer of PFB Shares. In exchange for HANX's stock
being issued to SMITH as above described, SMITH shall on the
closing date and concurrent with such issuance of HANX's common
stock, delivery to HANX 100% of the outstanding commons stock of
PFB.
ARTICLE II
INDEMNIFICATION OF FINDER/NO AFFILIATE
2.01 Indemnification of Finder/Broker. Negotiations relative
to this Agreement and related transactions have been conducted with
the assistance of Harper & Harper Management, Inc. who is acting as
a broker, finder and consultant on behalf of both PFB and HANX.
PFB, HANX and SMTIH agree to hold harmless and indemnify Harper &
Harper Management, Inc. and its officers and directors from any and
all claim, demand, cause of action or suit _______ or filed in
connection with the within Agreement or any related transaction or
the operation or promotion of PFB and/or HANX or the trading of
their shares.
2.02 No Affiliate. All parties agree that after the exchange
of shares as provided above, that neither Harper and Harper
Management, Inc., nor any of its officers and directors have any
ongoing or other business relationship with any of the parties to
this Agreement, or their officers, directors and promoters, nor any
family or other relationship with such and therefore have no
ability to exercise any control or influence of the management and
conduct of HANX's business and therefore are non affiliates of
HANX.
<PAGE> 1-1
ARTICLE III
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF
SMITH AND PFB
3.01 Organization. PFB is a corporation duly organized,
validly existing, and in good standing under laws of Venezuela, has
all necessary corporate powers to own its properties and to carry
on its business as now owned and operated by it, is duly qualified
to do business and is in good standing in any jurisdiction its
business requires qualification.
3.02 Capital. The authorized capital stock of PFB consists of
20 shares of common stock, of which 20 shares are currently issued
and outstanding. All of the issued and outstanding shares are
validly issued, fully paid and nonassessable.
3.03 Subsidiaries. PFB does not have any subsidiaries.
3.04 Directors and Officers. Exhibit 3.04 to this Agreement
contains the names and titles of all directors and officers of PFB
as of the date of this Agreement.
3.05 Financial Statements. Exhibit 3.05 of this Agreement
includes the audited financial statements of PFB.
3.06 Absence of Changes. Since the date of PFB's most recent
financial statements included in Exhibit 3.05 there have been no
changes in its financial condition or operations, except for
changes in the ordinary course of business.
3.07 Absence of Undisclosed Liabilities. As of the date of
PFB's most recent balance sheet included in Exhibit 3.05 it did not
have any material debt, liability or obligation of any nature,
whether accrued, absolute, contingent or otherwise, and whether due
or to become due, that is not reflected in such balance sheet.
3.08 Tax Returns. Within the times and in the manner
prescribed by law, PFB has filed all federal, state and local tax
returns required by law, has paid all taxes, assessments and
penalties due and payable and has made adequate provision on its
most recent balance sheet for any unpaid taxes. There are no
present disputes as to taxes of any nature payable by PFB.
3.09 Investigation of Financial Condition. Without in any
manner reducing or otherwise mitigating the representations
contained herein, HANX and/or its attorneys shall have the
opportunity to meet with accountants and attorneys to discuss the
financial condition of PFB. PFB shall made available to HANX
and/or its attorneys all books and records of PFB. If the
transaction contemplated hereby is not completed, all documents
received by HANX and/or its attorneys shall be returned to PFB and
all information so received shall be treated as confidential.
3.10 Patents, Trade Names and Rights. PFB owns or holds all
necessary patents, trademarks, service marks, trade names,
copyrights and other rights necessary to the conduct or proposed
conduct of its business.
3.11 Compliance with Laws. PFB has complied with, and is not
in violation of, applicable federal, state or local statutes, laws
and regulations affecting its properties or the operation of its
business.
3.12 Litigation. PFB is not a party to, nor to the best of its
knowledge is there pending or threatened, any suit, action,
arbitration or legal, administrative or other proceeding, or
governmental investigation concerning its business, assets or
<PAGE> 1-2
financial condition. PFB is not in default with respect to any
order, writ, injunction or decree of any federal, state, local or
foreign court or agency, nor is it engaged in any lawsuit to
recover monies due to it.
3.13 Authority. The Board of Directors of PFB authorized the
execution of this Agreement and the consummation of the
transactions contemplated herein and has full power and authority
to execute, deliver and perform this Agreement.
3.14 Ability to Carry Out Obligations. The execution and
deliver of this Agreement by PFB and the performance of its
obligations hereunder in the time and manner contemplated will not
cause, constitute or conflict with or result in (i) any breach of
the provisions of any license, indenture, mortgage, charter,
instrument, certificate of incorporation, bylaw or any other
agreement or instrument to which it is a party or by which it may
be bound, nor with any consents or authorizations of any party
other than those hereto be required, (ii) an event that would
permit any party to any agreement or instrument to terminate it or
to accelerate the maturity of any indebtedness or other obligation,
or (iii) an event that results in the creation or imposition of any
lien, charge or encumbrance on any asset.
3.15 Full Disclosure. None of the representations and
warranties made by SMITH or PFB herein or in any exhibit,
certificate or memorandum furnished or to be furnished by SMITH or
PFB, or on either's behalf, contains or will contain any untrue
statement of material fact, or omits any material fact, the
omission of which would be misleading.
3.16 Assets. PFB has good and marketable title to all of its
property free and clear of any and all liens, claims or
encumbrances except as may be indicated in Exhibit 3.05.
3.17 Indemnification. SMITH and PFB agree to defend and hold
HANX and its officers and directors harmless against and in respect
of any and all claims, demands, losses, costs, expenses,
obligations, liabilities or damages, including interest, penalties
and reasonable attorney's fees, that it shall incur or suffer,
which arise out of, result from or relate to any breach of this
Agreement or failure by SMITH or PFB to perform with respect to any
of its representations, warranties or covenants contained in this
Agreement or in any exhibit or other instrument furnished or to be
furnished under this Agreement.
3.18 Authority to Exchange. As of the date of this Agreement,
SMITH holds 100% of the shares of PFB common stock. Such shares
are owned of record and beneficially by SMITH and such shares are
not subject to any lien, encumbrance or pledge. SMITH holds
authority to exchange such shares pursuant to this Agreement.
3.19 Investment Intent. SMITH understands and acknowledges
that the shares of HANX common stock offered for exchange or sale
pursuant to this Agreement are being offered in reliance upon the
exemption from registration requirements of the Securities Act of
1993, as amended (the "Act), pursuant to Section 4(2) of the Act
and the rules and regulations promulgated thereunder, for nonpublic
offerings and makes the following representations, agreements and
warranties with the intent that the same may be relied upon in
determining the suitability of SMITH as a purchaser of HANX common
stock:
(a) The shares of HANX common stock are being acquired solely
for the account of SMITH for investment purposes only, and not with
a view to, or for sale in connection with, any distribution
thereof, and with no present intention of distributing or reselling
any part of the HANX common stock acquired;
(b) SMITH agrees not to dispose of his HANX common stock or any
portion thereof unless and until counsel for HANX shall have
determined that the intended disposition is permissible and does
not violate the Act or any applicable Federal or state securities
laws, or the rules and regulations thereunder.
(c) SMITH agrees that the certificates evidencing the HANX
commons stock acquired pursuant to this Agreement will have a
legend placed thereon stating that they have not been registered
under the Act of any state securities laws and setting forth or
referring to the restrictions on transferability and sale of the
HANX commons stock, and that stop transfer instruction shall be
placed with the transfer agent for said certificate.
(d) SMITH acknowledges that HANX has made all records and
documentation pertaining to HANX common stock available to them and
their qualified representatives, if any, and has offered such
person or persons an opportunity to ask questions and further
<PAGE> 1-3
discuss the proposed acquisitions of HANX common stock, and any
available information pertaining thereto, with the officers and
directors of HANX, and that all such questions and information
requested have been answered by HANX and its officers ad directors
to SMITH's satisfaction.
(e) SMITH has carefully evaluated his financial resources and
investment position and the risks associated with this transaction
and is able to bear the economic risks of this transaction; and he
has substantial knowledge and experience in financial, business and
investment matters and is qualified as a sophisticated investor,
and is capable of evaluating the merits and risks of this
transaction; and he desires to acquire the HANX common stock on the
terms and conditions set forth;
(f) SMITH is able to bear the economic risk of an investment in
the HANX commons stock; and
(g) SMITH understands that an investment in the HANX commons
stock is illiquid and SMITH has no need for liquidity in this
investment.
3.20 Receipt of Relevant Information. SMITH and PB have
received from HANX all financial and other information concerning
HANX and its promoters, officers and directors.
3.21 Public "Shell" Corporation. PFB and SMITH are aware
that HANX has public shareholders and is a "shell" corporation
without significant assets or liabilities, further that public
companies are subject to extensive and complex state, federal and
other regulations. Among other requirements, SMITH and PFB are
aware that a form 8-K must be filed with the United States
Securities and Exchange Commission within fifteen days after
closing which filing requires that audited financial statements be
filed within sixty days after the filing of the 8-K, and they agree
that such responsibility shall not be responsibility of Harper &
Harper Management, Inc., its officers, directors or employees nor
the existing officers of HANX, but the sole responsibility of the
new officers and directors of HANX. SMITH and PFB are aware of the
legal requirements and obligations of public companies, understand
that regulatory efforts regarding public shell transactions similar
to the transaction contemplated herein has been and is currently
being exerted by some states, the U.S. Securities & Exchange
Commission and the National Association of Securities Dealers, Inc.
(NASD), and are fully aware of their responsibilities, following
closing, to fully comply with all securities laws and regulations,
and agree to do so.
3.22 No Assurances or Warranties. SMITH and PFB acknowledge
that there can be no assurance regarding the tax consequences of
this transaction, nor can there be any assurance that the Internal
Revenue Code or the regulations promulgated thereunder will not be
amended in such manner as to deprive them of any tax benefit that
might otherwise be received. SMITH and PFB are relying upon the
advice of their own tax advisors with respect to the tax aspects of
this transaction. No representations or warranties have been made
by HANX, Harper & Harper Management, Inc., or their officers,
directors, affiliates or agents, as to the benefits to be derived
by SMITH or PFB in contemplating this transaction, nor have any of
them made any warranty or agreement, expressed or implied, as to
the tax or securities consequences of the transactions contemplated
by this Agreement or the tax or securities consequences of any
action pursuant to or growing out of this Agreement.
ARTICLE IV
REPRESENTATIONS, AGREEMENTS AND WARRANTIES OF HANX
HANX represents, agrees and warrants that:
4.01 Organization. HANX is a corporation duly organized,
validly existing, and in good standing under laws of Colorado, has
all necessary corporate powers to own its properties and to carry
on its business as now owned and operated by it, is duly qualified
to do business and is in good standing in any jurisdiction its
business requires qualification.
4.02 Capital. The authorized capital stock of HANX consists of
100,000,000 shares of $.001 par value common stock, of which
20,960,058 shares are currently issued and outstanding. All of
the issued and outstanding shares are validly issued, fully paid
and nonassessable. All currently outstanding shares of HANX Common
Stock have been issued in compliance with applicable federal and
state securities laws.
<PAGE> 1-4
4.03 Subsidiaries. HANX has no subsidiaries and does not own
any interest in any other enterprise.
4.04 Directors and Officers. Exhibit 4.04 to this Agreement
contains the names and titles of all directors and officers of HANX
as of the date of this Agreement.
4.05 Financial Statements. Exhibit 4.05 of this Agreement
includes HANX's audited financial statements as of December 31,
1997. The financial statements have been prepared in accordance
with generally accepted accounting principles and practices
consistently followed throughout the period indicated and fairly
present the financial position of HANX as of the dates of the
balance sheets included in the financial statements and the results
of operations for the periods indicated.
4.06 Absence of Changes. Since the date of HANX's most recent
financial statements, there has not been any change in its
financial condition or operations, except for changes in the
ordinary course of business.
4.07 Absence of Undisclosed Liabilities. As of the date of
HANX's most recent balance sheet, included in Exhibit 4.05, it did
not have any material debt, liability or obligation of any nature,
whether accrued, absolute, contingent or otherwise, and whether due
or to become due, that is not reflected in such balance sheet.
4.08 Tax Returns. Within the times and in the manner
prescribed by law, HANX has filed all federal, state and local tax
returns required by law, has paid all taxes, assessments and
penalties due and payable and has made adequate provision on its
most recent balance sheet for any unpaid taxes. There are no
present disputes as to taxes of any nature payable by HANX.
4.09 Investigation of Financial Condition. Without in any
manner reducing or otherwise mitigating the representations
contained herein, PFB and SMITH shall have the opportunity to meet
with HANX's accountants and attorneys to discuss the financial
condition of HANX. HANX shall made available to PFB and SMITH all
books and records of HANX.
4.10 Patents, Trade Names and Rights. HANX does not use any
patents, trade marks, service marks, trade names or copyrights in
its business.
4.11 Compliance with Laws. HANX has complied with, and is
not in violation of, applicable federal, state or local statutes,
laws and regulations affecting its properties or the operation of
its business.
4.12 Litigation. HANX is not a party to, nor to the best of
its knowledge is there pending or threatened, any suit, action,
arbitration or legal, administrative or other proceeding, or
governmental investigation concerning its business, assets or
financial condition. HANX is not in default with respect to any
order, writ, injunction or decree of any federal, state, local or
foreign court or agency, nor is it engaged in, nor does it
anticipate it will be necessary to engage in, any lawsuits to
recover money or real or personal property.
4.13 Authority. The Board of Directors of HANX authorized the
execution of this Agreement and the transactions contemplated
herein and has full power and authority to execute, deliver and
perform this Agreement.
4.14 Ability to Carry Out Obligations. The execution and
deliver of this Agreement by HANX and the performance of its
obligations hereunder in the time and manner contemplated will not
cause, constitute or conflict with or result in (i) any breach of
the provisions of any license, indenture, mortgage, charter,
instrument, certificate of incorporation, bylaw or any other
agreement or instrument to which it is a party or by which it may
be bound, nor with any consents or authorizations of any party
other than those hereto be required, (ii) an event that would
permit any party to any agreement or instrument to terminate it or
to accelerate the maturity of any indebtedness or other obligation,
or (iii) an event that results in the creation or imposition of any
lien, charge or encumbrance on any asset.
4.15 Full Disclosure. None of the representations and
warranties made by HANX herein or in any exhibit, certificate or
memorandum furnished or to be furnished by it or on its behalf,
contains or will contain any untrue statement of material fact, or
omits any material fact, the omission of which would be misleading.
4.16 Assets. HANX has good and marketable title to all of its
property free and clear of any and all liens, claims and
<PAGE> 1-5
encumbrances except as may be indicated in Exhibit 4.05.
4.17 Indemnification. HANX agrees to indemnify, defend and
hold harmless against and in respect of any and all claims,
demands, losses, costs, expenses, obligations, liabilities or
damages, including interest, penalties and reasonable attorney's
fees, incurred or suffered, which arise out of, result from or
relate to any breach of this Agreement or failure by HANX to
perform, any of its representations, warranties or covenants
contained in this Agreement or in any exhibit or other instrument
furnished or to be furnished under this Agreement.
4.18 Validity of HANX Shares. The shares of HANX $.001 par
value common stock to be issued pursuant to this Agreement will be
duly authorized, validly issued, fully paid and nonassessable under
Colorado law.
ARTICLE V
ACTIONS PRIOR TO CLOSING
5.01 Investigative Rights. Prior to the Closing Date each
party shall provide to the other parties, including the parties'
counsel, accountants and other authorized representatives, full
access during normal business hours (upon reasonable advance
written notice) to such parties' books and records.
5.02 Conduct of Business. Prior to the Closing Date, each
party shall conduct its business in the normal course and shall not
see, pledge or assign any assets, without the prior written
approval of other parties. No party shall amend its certificate of
incorporation of bylaws, declare dividends, redeem or sell stock or
other securities, incur additional liabilities, acquire or dispose
of fixed assets, change employment terms, enter into any material
or long-term contract, guarantee obligations of any third party,
settle or discharge any balance sheet receivable for less than its
stated amount, pay more on any liability that its stated amount or
enter into any other transaction other than in the regular course
of business.
ARTICLE VI
CLOSING
6.01 Closing. The closing (the "Closing") of this transaction
shall be held at the offices of HANX, or such other place as shall
be mutually agreed upon, on or before ______, 1998 (the "Closing
Date").
(a) HANX shall issue 77,000,000 shares of its $.001 par value
commons stock in a certificate or certificates representing such
shares;
(b) SMITH shall deliver the certificates representing 100% of
the shares of PFB commons stock (20 shares);
(c) HANX shall deliver a signed consent or minutes of its Board
of Directors, approving this Agreement and authorizing the matters
set forth herein;
(d) PFB shall deliver a signed consent or minutes of its Board
of Directors approving this Agreement and authorizing the matters
set forth herein;
(e) HANX's existing Board of Directors will (i) elect three new
directors, as named by SMITH to act as officers and directors of
HANX in the capacities set forth in Exhibit 6.01 and (ii) the two
current directors will resign their positions with HANX effective
the Closing Date.
<PAGE> 1-6
ARTICLE VII
MISCELLANEOUS
7.01 Captions and Headings. The article and paragraph headings
throughout this Agreement are for convenience and reference only
and shall not be deemed to define, limit or add to the meaning of
any provision of this Agreement.
7.02 No Oral Change. This Agreement may not be changed or
modified except in writing signed by the party against whom
enforcement of any change or modification is sought.
7.03 Non-Waiver. Except as otherwise expressly provided
herein, no waiver of a covenant, condition or provision of this
Agreement shall be deemed to have been made unless executed in
writing and signed by the party against whom such waiver is
charged. The failure of any party to insist in any one or more
cases upon the performance of any covenant, condition or provision
of this Agreement shall not be construed as a waiver or
relinquishment for the future of any covenant, condition or
provision. No waiver by any party of one breach by the other shall
be construed as a waiver with respect to a subsequent breach.
7.04 Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
7.05 Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties and supersedes all
prior agreements and understandings.
7.06 Choice of Law/Arbitration. This Agreement and its
application, shall be governed under the laws of the State of
Colorado. Any and all disputes and controversies of every kind and
nature between the parties hereto arising out of or relating to
this Agreement relating to the existence, construction, validity,
interpretation or meaning, performance, non-performance
enforcement, operation, breach, continuance of termination thereof
shall be subject to an arbitration mutually agreeable to the
parties, or in the absence of such mutual agreement, then subject
to arbitration in accordance with the rules of the American
Arbitration Association. It is the intent of the parties hereto
and the purpose of this provision to make the submission to
arbitration of any dispute or controversy arising hereunder an
express condition precedent to any legal or equitable action or
proceeding of any nature whatsoever.
7.07 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but
all of which when taken together shall constitute one and the same
instrument.
7.08 Notices. All notices, requests, demands and other
communications under this Agreement shall be in writing and shall
be deemed to have been given on the date of service if served
personally on the party to whom notice is to be given, or on the
third day after mailing if mailed so the party to whom notice is to
be given, by first class mail, registered or certified, postage
prepaid, and property addressed as follows:
Haas Neuveux & Co., S.A.
2000 - 1066 West Hastings Street
Vancouver, BC V6B 3X2
<PAGE> 1-7
PFB and SMITH
Urb.La Corniza Calle Tegucigalpa
Manzana No. 1, Quinta No. 6
Puerto Ordaz Bde Bolivar
Venezuela
7.09 Expenses. The parties will pay their own legal,
accounting and other expenses incurred in connection with this
Agreement.
7.10 Survival of Representations and Warranties. The
representations, warranties and covenants set forth in this
Agreement or in any instrument, certificate, opinion or other
writing provided for in it, shall survive the Closing Date.
7.11 Further Documents. The parties agree to execute any and
all other documents and to take such other action or corporate
proceedings has may ben necessary or desirable to carry out the
terms hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
Haas Neuveux and Company
/s/______________________________
President
Productos Forestales Bolivar, C.A.
/s/_____________________________ (SEAL)
President
/s/William Richard Smith
William Richard Smith
PROMISSORY NOTE
West Palm Beach, Florida
Principal Amount: $50,000
Date: July 28, 1999
PRODUCTOS FORESTALES DE BOLIVAR, CA, a Venezuelan
corproation, located at Calle Circunvalacion, Del Sol Edificio
Tarabay, Piso 1-1N, Caracas Venezuela (the "Maker"), for value
received, promises to pay to the order of Westar Timber, Inc., a
Florida corporation, (the "Payee"), at the office of the Payee at
2300 Palm Beach Lakes Blvd., Suite 210, West Palm Beach, Florida
33309, or such other place that Payee may designate to Maker in
writing from time to time the principal sum of Fifty Thousand
Dollars ($50,000) payable with interest thereon from the date
hereof computed on the basis of the actual number of days elapsed
and a year of 360 days, at such rates as are hereinafter
provided; said principal and interest to be paid without offset
or deduction in lawful money of the United States of America
which shall at the time of payment be legal tender in payment of
all debts and dues, public and private, subject to the following
terms and conditions:
1. INTEREST RATE
The principal amount hereof together with accrued unpaid
interest shall bear simple interest at the rate of Six Percent
(6%) per annum.
2. PAYMENTS AND MATURITY
The principal, in the amount of Fifty Thousand Dollars
($50,000) is due nine months from the date hereof.
3. RIGHT TO PREPAY
Maker shall have the right to prepay in whole, or in part,
the indebtedness evidenced hereby, including any and all unpaid
accrued interest.
4. NON-TRANSFERABLE
Neither legal nor beneficial interest in this Note or any
rights hereunder shall be negotiated, assigned, sold nor in any
way transferred by action of the Payee without the prior written
consent of the Maker which shall not be withheld if Payee
satisfies the Maker that the proposed transfer would not be in
violation of federal or state securities or other laws. However,
nothing herein shall preclude this Note and any rights hereunder
from being bequeathed or descending in accordance with the laws
of descent and distribution or from being pledged as security for
a bona fide loan.
5. PLEDGE AGREEMENT
Pursuant to the Pledge Agreement of even date executed by
Maker on behalf of Payee, the terms of which are incorporated
herein, Maker has deposited and pledged with Payee, as security
for the payment of this Note, the collateral described in such
Pledge Agreement (the "Collateral"). In the event of the
<PAGE> 2-1
nonpayment of this Note at maturity, or any other indebtedness
due the Payee as stated above, the Payee is invested with full
authority to use, transfer, hypothecate, sell, or convey the
Collateral, or any substituted for or added to the above, or any
part of them, or to cause the same to be done, at public or
private sale, and Payee is authorized to purchase the Collateral
when sold for its own protection; and the proceeds of such sale,
transfer or hypothecation, shall be applied to the payment of
this Note, together with all protests, damages, interests, costs
and charges due upon the Note, or incurred by reason of its
nonpayment when due, or in the execution of this power. The
surplus, if any, after payment of this Note, together with all
charges stated above, shall be paid to Maker, or at the election
of the Payee, be paid on any other obligation of Maker, whether
as principal debtor or otherwise, held by the Payee; and if the
proceeds of the above sale shall not be sufficient to pay this
Note, Maker agrees to make good any deficit.
6. GENERAL PROVISIONS
(a) Late Charges. If the payment is not received by Payee
within five (5) days of its due date, Maker shall pay Payee a
late charge of five percent (5%) of the amount due and Payee
shall not be obligated to accept said payment not accompanied by
said additional amount.
(b) Attorney's Fees. Maker promises to pay (in addition
to the above principal and interest) all costs of collection,
including reasonable attorney's fees if this Note is collected by
or through an attorney at law.
(c) Waiver. Maker, for itself, its heirs, legal
representatives, successors and assigns, hereby expressly waives
presentment for payment, demand, notice of demand, notice of
dishonor, protest, notice of protest, diligence in collection,
and all other notices of demands whatsoever with respect to this
Note except as expressly provided for herein, and hereby consents
to any and all indulgences granted by Payee, or any substitution,
exchange or release of collateral permitted by Payee, all without
in any way modifying, altering, releasing, affecting or limiting
the validity of the indebtedness evidenced hereby or impairing
any of Payee's rights following a default hereunder. No failure
to accelerate the debt evidenced hereby by reason of default from
time to time shall be construed (i) as a novation of this Note or
as a reinstatement of the indebtedness evidenced hereby or as a
waiver of such right of acceleration or of the right of Payee
thereto to insist upon strict compliance with the terms of this
Note, or (ii) to prevent the exercise of such right of
acceleration or any other right granted hereunder or by the laws
of the United States or any State thereof. Maker hereby
expressly waives the benefit of any statute or rule of law or of
equity now provided, or which may hereafter be provided, which
would produce a result contradictory to or in conflict with the
foregoing sentence. No extension of the time for payment of this
Note, or any installment due hereunder, made by agreement with
any person now or hereafter liable for the payment of this Note,
shall operate to release, discharge, modify, change or affect the
original liability of Maker under this Note, either in whole or
in part, unless Payee agrees otherwise in writing. This Note may
not be changed orally, but only by agreement in writing signed by
the party against whom enforcement of any waiver, change,
modification or discharge is sought.
(d) Waiver and Requirement of Exemptions. Maker hereby
waives and renounces for itself, its heirs, legal
representatives, successors and assigns, all rights to the
benefits of any statute of limitations and any moratorium,
reinstatement, marshalling, forbearance, valuation, stay,
extension, redemption, appraisement, exemption or homestead now
provided, or which may hereafter be provided by the Constitution
or laws of the United States of America or of any state thereof
to and in all its property, real and personal, against the
enforcement and collection of the obligations evidenced by this
Note. Maker hereby transfers, conveys, and assigns to the Payee
a sufficient amount of such homestead or exemption as may be set
apart in bankruptcy, to pay this Note in full, with all costs of
collection, and does hereby direct any trustee in bankruptcy
<PAGE> 2-2
having possession of such homestead or exemption to deliver to
Payee a sufficient amount of property or money set apart as
exempt to pay the indebtedness evidenced hereby, or any renewal
hereof, and does hereby irrevocably appoint the Payee the
attorney-in-fact for Maker to claim any and all homestead
exemptions allowed by law.
(e) Governing Law. This Note is intended to constitute a
contract and shall be construed, interpreted and enforced in
accordance with the laws of the State of Florida.
(f) Time of Essence. Time is of the essence of this
Note.
(g) Inurement. This Note shall bind and inure to the
benefit of Maker and Payee and their respective heirs, executors,
successors, assigns and legal representatives, whether by
voluntary action or by operation of law.
(h) Captions. The captions of the paragraphs of this
Note are for convenience only and are not intend to be nor shall
be construed as being a part hereof and shall not limit, expand
or otherwise affect any of the terms hereof.
SIGNED, SEALED AND DELIVERED, by Maker the day and year
first set forth above.
PRODUCTOS FORESTALES
DE BOLIVAR, CA
/s/William Richard Smith
William Richard Smith, President
PLEDGE AGREEMENT
This agreement is made July 28, 1999, between PRODUCTOS
FORESTALES DE BOLIVAR, CA, a Venezuelan corporation ("PFB"),
located at Calle Circunvalacion, Del Sol Edificio Tarabay, Piso
1-1N, Caracas Venezuela; and WESTAR TIMBER, INC., a Florida
corporation, ("Westar"), located at 2300 Palm Beach Lakes Blvd.,
Suite 210, West Palm Beach, Florida 33309. Concurrently with the
execution of this pledge agreement ("Agreement"), PFB is
executing and delivering to Westar a certain promissory note (the
"Note") of even date hereof, in the principal amount of $50,000,
the terms of which are incorporated herein.
In order to induce Westar to accept the Note as evidence of
such loan, and as further security for the payment by PFB of the
Note, PFB has agreed to pledge with Westar the collateral, as
described below, on the terms and conditions set forth below.
In consideration of the premises, the parties agree as follows:
1. As security for the payment of the Note by PFB to
Westar, PFB agrees and by this means does assign, set over, and
transfer to Westar all accounts receivable as shown by its books
as of this date, all of its inventory as of this date, and all
unfilled orders as of this date, all as collateral security for
the payment of the note.
2. PFB expressly agrees that (i) if, by virtue of a
default by PFB under the Note, Westar shall accelerate the
indebtedness in accordance with the terms of the note; Westar
may, at its election, transfer the collateral pledged hereto to
its name and exercise all rights of owner in respect of such
collateral; and PFB irrevocably constitutes and appoints Westar,
its attorney-in-fact to effectuate such transfer. In addition,
Westar shall have all of the rights in respect of the collateral
that are accorded it as a secured party under the Uniform
Commercial Code. For the purpose of determining what constitutes
reasonable notice of any sale of the collateral under the
provisions of the Uniform Commercial Code, the parties agree that
Ten (10) days shall be sufficient.
3. PFB waives demand, notice, protest and notice of
acceptance of this Agreement and of all other demands and notices
of any description not expressly provided for here which it may
lawfully waive. No delay or omission by Westar in exercising any
right under this Agreement, and no partial exercise of any right
under this Agreement, shall operate as a waiver of such right or
of any other right under this Agreement or provided for by law.
No purported waiver of any right shall be effective unless in
writing signed by Westar and no waiver on one occasion shall be
construed as a bar to or waiver of any such right on any other
occasion. All rights of Westar under this Agreement or by law are
cumulative and the exercise of one shall not be construed as a
bar to or waiver of any other.
<PAGE> 3-1
4. Upon payment in full of the Note, Westar shall retain
no interest in the collateral.
5. Notwithstanding any other provision of this Agreement,
all notices and other communications given under or pursuant to
this Agreement (hereafter collectively "notices") shall be in
writing and shall be addressed to the party to receive them at
its address or at such other address as it may later designate as
provided below, and shall be sent by registered or certified
mail, return receipt requested. Any party may, by like notice,
change its address for receipt of further notices. Notices given
in the manner stated shall be deemed given and served when
mailed.
6. PFB agrees that it will at any time and from time to
time, upon request, execute and deliver such further documents
and do such further acts and things as Westar may reasonably
request in order to more fully effectuate the purposes of this
Agreement.
7. This Agreement shall be binding upon and shall inure to
the benefit of PFB and Westar, and in the case of PFB, PFB's
respective legal representatives, successors and assigns. This
Agreement shall be governed by and construed in accordance with
the laws of the state of Florida applicable to agreements made
and to be performed wholly within that state.
In witness whereof, PFB and Westar have executed this
Agreement on the date first above written.
PRODUCTOS FORESTALES
DE BOLIVAR, CA,
/s/William Richard Smith
William Richard Smith, President
WESTAR TIMBER, INC.
/s/Norman Piatti
Norman Piatti, president
