<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to _____________
Commission file number: 33-7945 D
CENTURY MILESTONE S&T CO., LTD.
----------------------------------------------------------------
(Exact name of small business issuer as specified in it charter)
<TABLE>
<CAPTION>
COLORADO 84-1032191
-------------------------------------------------------------- ---------------------------------
<S> <C>
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
NO. 803, JINYU PLAZA, 100#WEST SANHUAN NORTH ROAD,
HAIDIAN DISTRICT, BEIJING, PRC 100037
--------------------------------------------------
(Address of principal executive offices)
011-8610-68731188
---------------------------
(issuer's telephone number)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: AS OF NOVEMBER 17, 2000, THE ISSUER
HAD 30,740,210 SHARES OF COMMON STOCK, $.0001 PAR VALUE, OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
INDEX
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<CAPTION>
PAGE
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<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Century Milestone S&T Co., Ltd.
For the Nine Months Ended September 30, 2000 and 1999 F-1
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Cash Flows F-4
Notes to Consolidated Financial Statements F-5 - F-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS 2
PART II - OTHER INFORMATION 4
SIGNATURES 6
</TABLE>
1
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CENTURY MILESTONE S&T CO., LTD.
---------------------------------------------
UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
---------------------------------------------
F-1
<PAGE> 4
CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
CONSOLIDATED BALANCE SHEETS
(Expressed in US Dollars)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 49,844 $ 42,881
Accounts receivable 71,724 --
Other receivables, deposits and prepayments 190,156 5,613
Amounts due from related companies (Note 5) 157,672 80,918
Amount due from former owner of BCM -- 9,291
Inventories (Note 6) 670,199 --
Other tax recoverable 31,906 22
----------- -----------
1,171,501 138,725
OFFICE EQUIPMENT, NET 69,928 14,525
DEFERRED EXPENSE 745,276 --
----------- -----------
Total assets $ 1,986,705 $ 153,250
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Trade deposit received $ 69,877 $ --
Accounts payable 13,044 --
Other payables and accrued expenses 286,462 461
Amounts due to directors (Note 7) 402,383 --
Amounts due to stockholders (Note 8) 602,409 --
Amounts due to related companies (Note 9) 292,573 --
----------- -----------
Total current liabilities 1,666,748 461
----------- -----------
COMMITMENTS AND CONTINGENCIES
LONG TERM LIABILITIES
Loans from former owners of BCM -- 120,773
----------- -----------
Total long term liabilities -- 120,773
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.001 per share;
10,000,000 share authorised, none issued
Common stock, par value $0.0001 per share;
100,000,000 share authorised,
30,740,210 issued and outstanding 3,074 --
Additional paid-in capital 837,423 120,773
Accumulated losses (520,540) (88,757)
----------- -----------
Total stockholders' equity 319,957 32,016
----------- -----------
Total liabilities and stockholders' equity $ 1,986,705 $ 153,250
=========== ===========
</TABLE>
See accompanying notes to unaudited consolidated condensed financial statements.
F-2
<PAGE> 5
CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in US Dollars)
<TABLE>
<CAPTION>
FROM
THREE THREE NINE MAY 20, 1999
MONTHS MONTHS MONTHS (DATE OF
ENDED ENDED ENDED INCEPTION) TO
SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
30, 2000 30, 1999 30, 2000 30, 1999
------------- ------------ -------------- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES $ 860,990 $ -- $ 1,263,099 $ --
COST OF SALES (738,957) -- (1,040,556) --
------------ ------------ ------------ ------------
GROSS PROFIT 122,033 -- 222,543 --
SELLING EXPENSES (63,376) -- (111,610) --
GENERAL AND ADMINISTRATIVE
EXPENSES (268,792) (47,020) (394,706) (47,020)
------------ ------------ ------------ ------------
OPERATING INCOME/(LOSS) (210,135) (47,020) (283,773) (47,020)
INTEREST INCOME 48 144 392 144
------------ ------------ ------------ ------------
INCOME/(LOSS) BEFORE
INCOME TAX (210,087) (46,876) (283,381) (46,876)
PROVISION FOR INCOME
TAX -- -- -- --
------------ ------------ ------------ ------------
NET INCOME/(LOSS) $ (210,087) $ (46,876) $ (283,381) $ (46,876)
============ ============ ============ ============
EARNINGS PER SHARE
- BASIC AND DILUTED $ (0.01) $ -- $ (0.01) $ --
============ ============ ============ ============
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING
- BASIC AND DILUTED 30,071,732 -- 30,017,582 --
============ ============ ============ ============
</TABLE>
See accompanying notes to unaudited consolidated condensed financial statements.
F-3
<PAGE> 6
CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase/(decrease) in Cash and Cash Equivalents
(Expressed in US Dollars)
<TABLE>
<CAPTION>
FROM
NINE MAY 20, 1999
MONTHS (DATE OF
ENDED INCEPTION) TO
SEPTEMBER SEPTEMBER
30, 2000 30, 1999
----------- -------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(283,381) $ (46,876)
Adjustments to reconcile net loss
to net cash provided by operating activities
Depreciation 5,716 1,572
Non-cash compensation expense 92,222 --
Changes in:
Accounts receivable (71,724) (24,322)
Other receivable, deposits and prepayments (184,543) (15,520)
Amount due from former owner of BCM 9,291 --
Inventories (670,199) --
Other tax recoverable (31,884) --
Trade deposit received 69,877 --
Accounts payable 13,044 --
Other payables and accrued expenses 139,142 903
Amounts due to related companies 292,573 --
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES (619,866) (84,243)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of office equipment (61,119) (16,256)
Amounts due from related companies (76,754) (6,563)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (137,873) (22,819)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from registered capital -- 120,773
Increase in amounts due to stockholders 362,319 --
Amounts due to directors 402,383 --
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 764,702 120,773
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 6,963 13,711
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 42,881 --
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 49,844 $ 13,711
========= =========
SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTIONS
Taking up other payables of shell company when
reverse acquisition $ 146,859 --
Amount repayable to former owners of BCM $ 120,773 --
Deferred expense $ 745,276 --
</TABLE>
See accompanying notes to unaudited consolidated condensed financial statements.
F-4
<PAGE> 7
CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Beijing Century Milestone S&T Co., Ltd. ("BCM") was established in the People's
Republic of China (the "PRC") on May 20, 1999 as a limited liability company.
BCM was formerly owned by three individual PRC citizens, namely Gang Xiao, Yun
Luo and Ji Ming Feng.
BCM commenced operations in August 1999 and is engaged in the development and
sale of video transmission software, video transmitter hardware and hard disk
recording system software and digital recorder hardware equipment. BCM has been
granted a ten years operation period which can be extended with approvals from
relevant PRC authorities.
In accordance with relevant business registration documents, BCM's registered
share capital is RMB5,000,000. As at December 31,1999, RMB1,000,000 was fully
paid up. In February 2000, the remaining RMB4,000,000 was fully paid up.
On April 26, 2000, Haas Neuveux & Company (the "Company") executed a Preliminary
Plan of Reorganization with BCM and owners of BCM pursuant to which 100% of the
registered share capital of BCM was acquired by the Company, in exchange of
20,000,000 shares of the Company's $0.0001 par value common stock. These
20,000,000 shares will be issued after the effectiveness of a 10 for 1 reverse
share split as mentioned below.
On July 21, 2000, the Company effected a 10 for 1 reverse share split. After
issuing 20,000,000 shares of the common stock to the original owners of BCM, the
Company has a total of 29,990,210 shares of common stock issued and outstanding.
For accounting purposes, the acquisition has been treated as the acquisition of
the Company by BCM with BCM as the acquirer (reverse acquisition). The
historical financial statements prior to April 26, 2000 are those of BCM. All
shares and per share data prior to the acquisition have been restated to reflect
the stock issuance as a recapitalization of BCM. Since the date of reverse
acquisition, there has not been a 10-K, Annual Report, filed for the Company.
The Company was initially incorporated in the State of Colorado on May 23, 1986.
On July 21, 2000, the Company changed its name to Century Milestone S&T Co.,
Ltd.
Previously, the Company was considered as a development stage enterprise. Since
April 26, 2000, the Company has emerged from that status.
NOTE 2 - BASIS OF PRESENTATION
The accompanying financial data as of September 30, 2000 and for the three and
nine months ended September 30, 2000 and 1999, have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading.
F-5
<PAGE> 8
CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - BASIS OF PRESENTATION - CONTINUED
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
reported amounts of assets, liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities. Actual results could differ
from these estimates.
In the opinion of Management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows as of September 30, 2000 and for the three
and nine months ended September 30, 2000 and 1999, have been made. The results
of operations for the three and nine months ended September 30, 2000 and 1999
are not necessarily indicative of the operating results for the full year.
NOTE 3 - STOCK PLAN
On August 15, 2000 the stockholders of Company approved a plan of stock-based
compensation incentives for selected eligible participants who are the staff and
consultants of the Company. This plan is known as the "Century Milestone S&T
Co., Ltd. Stock Plan" (the "Plan"). The total number of shares of common stock
reserved for issuance by the Company either directly as stock awards or
underlying options granted under this Plan shall not be more than 3,500,000.
Under terms of the Plan, options can be issued to purchase shares of the
Company's common stock. The Board of Directors shall determine the terms and
conditions of each option granted to eligible participants, which terms shall be
set forth in writing. The terms and conditions so set by the Board of Directors
may vary from one eligible participant to another.
The Company will account for the options issued to employees using the intrinsic
value method of accounting prescribed by the Accounting Principle Board Opinion
No. 25, "Accounting for Stock Issued to Employees". The Company will also
provide the proforma disclosures required by SFAS No. 123, "Accounting for Stock
Based Compensation".
NOTE 4 - PAYMENTS MADE TO CONSULTANT AND ATTORNEYS IN STOCK AND OPTIONS
On August 15, 2000, a fee agreement was entered into between the Company and
Futro and Tranernicht LLC, the corporate attorneys of the Company ("the
Attorneys"). It is agreed that the Attorneys would accept as compensation from
the Company in full for all legal services provided and to be provided from the
date of August 15, 2000 to July 31, 2001, a fee consisting of the following:
(a) 250,000 shares of common stock of the Company; and
(b) options to acquire 250,000 shares of common stock of the Company, at an
exercise price of $1.25 per share.
F-6
<PAGE> 9
CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - PAYMENTS MADE TO CONSULTANT AND ATTORNEYS IN STOCK AND OPTIONS -
CONTINUED
On September 21, 2000, 250,000 shares of common stock were issued to the
Attorneys. The market value as of that date was $1.062 per share. Expense is
recorded based on the fair value of the stock at grant date and recognized over
the service period of the contract. $34,630 was recognized in the current
period. Up to date, the options have not been issued to the Attorneys. The value
of the options is recognized as expense over the service period of the contract.
The value of the options was determined using a Black Scholes model using the
following assumptions:
<TABLE>
<CAPTION>
<S> <C>
Expected life : 4.7 years
Risk free rate : 6.14%
Dividends : -
Volatility : 80%
</TABLE>
$27,717 was recognized in the current period.
On August 15, 2000, a consulting agreement was entered into between the Company
and Netreach Studios, Ltd., a marketing consultant of the Company ("the
Consultant"). The Consultant would accept as compensation from the Company in
full for all consulting services to be provided from Aug 15, 2000 to Aug 14,
2004, a fee consisting of the following:
(a) 500,000 shares of common stock of the Company; and
(b) options to acquire 500,000 shares of common stock of the Company, at an
exercise price of $1.25 per share.
On September 21, 2000, 500,000 shares of common stock were issued to the
Consultant. The market value as of that date was $1.062 per share. Expense is
recorded based on the fair value of the stock at grant date and recognized over
the service period of the contract. $16,594 was recognized in the current
period. Up to date, the options have not been issued to the Consultant. The
value of the options is recognized as expense over the service period of the
contract. The value of the options was determined using a Black Scholes model
using the following assumptions:
<TABLE>
<CAPTION>
<S> <C>
Expected life : 4.7 years
Risk free rate : 6.14%
Dividends : -
Volatility : 80%
</TABLE>
$13,281 was recognized in the current period.
F-7
<PAGE> 10
CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - AMOUNTS DUE FROM RELATED COMPANIES
The amounts due from the related companies, in which two of the directors of the
Company have beneficial interests, are unsecured, interest free and without
fixed terms of repayments.
NOTE 6 - INVENTORIES
The inventories as of September 30, 2000 are merchandise for selling.
NOTE 7 - AMOUNTS DUE TO DIRECTORS
The amounts due to directors are unsecured, interest free and do not have
clearly defined terms of repayments.
NOTE 8 - AMOUNTS DUE TO STOCKHOLDERS
The amounts represent cash consideration payable to the original owners of BCM
in connection with the reverse acquisition of the Company by BCM. These owners
became the major stockholders of the Company following the reverse acquisition.
NOTE 9 - AMOUNTS DUE TO RELATED COMPANIES
The amounts due to related companies are unsecured, interest free and created
under normal course of business.
F-8
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Company's financial statements and notes thereto included elsewhere in this Form
10-QSB. Except for the historical information contained herein, the discussion
in this Form 10-QSB contains certain forward looking statements that involve
risks and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this Form 10-QSB
should be read as being applicable to all related forward-looking statements
wherever they appear in this Form 10-QSB. The Company's actual results could
differ materially from those discussed here.
The financial statements include all adjustments which in the opinion of and to
the best of management's knowledge are necessary to make the financial
statements not misleading.
Results of Operations (Expressed in U.S. Dollars)
The following table includes select financial data for the three months ended
September 30, 2000 compared to the three months ended September 30, 1999, and
the nine months ended September 30, 2000 compared to the period from May 20,
1999 (date of inception) to September 30, 1999.
<TABLE>
<CAPTION>
MAY 20, 1999
THREE MONTHS THREE MONTHS NINE MONTHS (DATE OF
ENDED ENDED ENDED INCEPTION) TO
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales: $ 860,990 -- $ 1,263,099 --
Cost of Sales $ (738,957) -- $(1,040,556) --
Gross Profit $ 122,033 -- $ 222,543 --
Selling Expenses $ (63,376) -- $ (111,610) --
General and Admin. Expenses $ (268,792) $ (47,020) $ (394,706) $ (47,020)
Operation Income (Loss) $ (210,135) $ (47,020) $ (283,773) $ (47,020)
</TABLE>
The Company continued implementation of its business plan during the third
quarter. The Sales Department was able to continue promotion and sales
activities for our products and related monitoring hardware equipment. Net sales
were derived principally from the sales of monitoring hardware equipment and the
related applicable software "Century Sight 2000." Expense increases for the
period are attributed to the Company's aggressive development, marketing and
sales efforts.
During the third quarter, the Company developed a digital video recorder
("DVR"), decoder, a RS485 communication controlling unit and ISDN/DDN version of
the Century Sight 2000. The Company's planned introduction of the DVR is
detailed below under the heading "Management of Growth."
Liquidity and Capital Resource
During the first nine months of 2000 the net cash used in operating activities
was $619,866.
In order for the Company to meet its continuing cash requirements and to
successfully implement its growth strategy, the Company will need to rely on
increased future revenues and/or will require additional financing. In the event
2
<PAGE> 12
additional financing is required, no assurances can be given that such financing
will be available in the amount required or, if available, that it can be on
terms satisfactory to the Company.
Management of Growth
The Company continued its fully-structured sales activity during the quarter.
The Company believes that there will be increases in the Company's sales in the
following quarters. In addition to other in-house products being developed by
the Company, the Company will focus its effort on the production, marketing and
sales of its DVR.
The Company believes that its DVR product will enjoy an advantage in the
marketplace because it meets consumer needs and is competitively priced. The
Company's goal is to become the largest DVR producer in China and sell 10,000
DVR units. To meet its goals, the Company plans to:
1. Seek financing for mass production of the DVR.
2. Prepare its sales force for promotion of the DVR.
3. Further develop sales channels and establish additional
distributorships in China.
4. Expand market presence in North China, establishing offices or
subsidiaries where practicable.
5. Conduct further research and development in relation to second
generation DVR.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document and any document
incorporated by reference herein, are advised that this document and documents
incorporated by reference into this document contain both statements of
historical facts and forward looking statements. Forward looking statements are
subject to certain risks and uncertainties, which could cause actual results to
differ materially from those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
projections of revenues, income or loss, earning or loss per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of the plans and objectives of the Company or its management or Board
of Directors, including the introduction of new products, or estimates or
predictions of actions by customers, suppliers, competitors, or regulatory
authorities, (iii) statements of future economic performance, (iv) statements
about plans of the Company or its management or Board of Directors to raise
capital to fund the Company's business operations and its acquisitions, and (v)
statements of assumptions underlying other statements and statements about the
Company or its business. Forward looking statements are beyond the ability of
the Company to control and in many cases the Company cannot predict what factors
would cause results to differ materially from those indicated by the forward
looking statements.
3
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - None.
ITEM 2. CHANGES IN SECURITIES
On July 20, 2000 the Company's shareholders approved a reverse-split of
the outstanding, but not the authorized, shares of common stock of the Company
on a 10-for-1 basis. The reverse split became effective at the close of business
on July 21, 2000. On July 24, 2000 the Company's common stock began trading on
the OTC Bulletin Board on a post-split basis under the new symbol of CEML.
On August 5, 2000, the Board of Directors authorized the issuance of
20,000,000 shares of common stock to five persons in connection with the
acquisition of Beijing Century Milestone S&T Co., Ltd. Although the acquisition
was closed on April 26, 2000, the shares could not be issued until after the
reverse split was completed. The Company believes that this transaction was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
On July 20, 2000, the Company held a Special Shareholders' Meeting to
vote on the following proposals; (1) to effect a reverse-split of the
outstanding, but not the authorized, shares of common stock of the Company on a
10-for-1 basis and (2) to amend the Articles of Incorporation to change the
Company's name from Haas Neuveux & Company to Century Milestone S&T Co., Ltd.
Management did not solicit proxies. The results of the matters voted upon by the
shareholders were as follows:
1. To effect a reverse-split of the outstanding, but not the
authorized, shares of common stock of the Company on a 10-for-1 basis:
For Against
--- -------
57,800,000 -0-
2. To amend the Articles of Incorporation to change the Company's name
from Haas Neuveux & Company to Century Milestone S&T Co., Ltd.:
For Against
--- -------
57,800,000 -0-
Effective July 21, 2000, the Company's name was changed from Haas
Neuveux & Company to Century Milestone S&T Co., Ltd.
ITEM 5. OTHER INFORMATION
On August 15, 2000, the Company adopted the Century Milestone S&T Co.,
Ltd. Stock Plan, (the "Plan") which covers the issuance of up to 3,500,000
shares of common stock, either directly or pursuant to options, to eligible
employees, directors, officers, consultants and advisors of the Company. The
purpose of the Plan is to promote the best interest of the Company and its
stockholders by providing a means of non-cash remuneration to selected eligible
participants. On September 15, 2000, the Company filed a registration statement
on Form S-8 (File No. 333-45866) to register the shares covered under the Plan.
4
<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibit Number and Brief Description.
2.1 Preliminary Plan of Reorganization between the Company and
Beijing Century Milestone S&T Co., Ltd. dated March 6, 2000.
(Incorporated by reference to Exhibit 2.1 of the Company's
current report on Form 8-K dated April 26, 2000 and filed May
5, 2000.)
3.2 Bylaws dated May 11, 2000. (Incorporated by reference to
Exhibit 3.2 of the Company's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2000.)
3.3 Articles of Incorporation, as amended on July 21, 2000, and
currently in effect. (Incorporated by reference to Exhibit 3.3
of the Company's current report on Form 8-K dated July 20,
2000.)
27 Financial Data Schedule. (Filed herewith.)
(b) Reports on Form 8-K.
On July 10, 2000, the Company filed a current report on Form 8-K/A-1 to
provide the required financial statements regarding the acquisition of 100% of
the outstanding common stock of Beijing Century Milestone S&T Co., Ltd. on April
26, 2000.
On July 28, 2000, the Company filed a current report on Form 8-K to
report that the Company held a Special Shareholders' Meeting on July 20, 2000 to
vote on the following proposals: (1) to effect a reverse-split of the
outstanding, but not the authorized, shares of common stock of the Company on a
10-for-1 basis and (2) to amend the Articles of Incorporation changing the
Company's name from Haas Neuveux & Company to Century Milestone S&T Co., Ltd.
Management of the Company did not solicit proxies. The shareholders voted in
favor of both proposals. On July 21, 2000 the Company filed Articles of
Amendment changing its name from Haas Neuveux & Company to Century Milestone S&T
Co., Ltd. with the Colorado Secretary of State, which became effective as of
that date. At the close of business on July 21, 2000, the reverse-split of the
outstanding shares of common stock was effected.
On August 18, 2000, the Company filed a current report on Form 8-K to
report that the Company replaced Halliburton, Hunter & Associates, P.C. with BDO
International to serve as the Company's new principal independent accountants.
5
<PAGE> 15
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTURY MILESTONE S&T, CO., LTD.
By: /s/ Luo Yun
--------------------------------
Luo Yun, Chief Financial Officer
Date: November 21, 2000
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER BRIEF DESCRIPTION
<S> <C>
2.1 Preliminary Plan of Reorganization between the Company and
Beijing Century Milestone S&T Co., Ltd., dated March 6, 2000.
(Incorporated by reference to Exhibit 2.1 of the Company's
current report on Form 8-K dated April 26, 2000 and filed May
5, 2000.)
3.2 Bylaws dated May 11, 2000. (Incorporated by reference to
Exhibit 3.2 of the Company's Quarterly Report on Form 10-QSB
for the quarter March 30, 2000.)
3.3 Articles of Incorporation, as amended on July 21, 2000, and
currently in effect. (Incorporated by reference to Exhibit 3.3
of the Company's current report on Form 8-K dated July 20,
2000.)
27 Financial Data Schedule. (Filed herewith.)
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