<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 26, 2000
(earliest event reported)
HAAS NEUVEUX & COMPANY
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 33-7945-D 84-103219
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
94 Rue de Lausanne, CH1202, Geneva, Switzerland
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-41-22-9000000
-----------------------------
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
AGREEMENT AND PLAN OF REORGANIZATION. On May 5, 2000, the Registrant
reported on Form 8-K that it acquired 100% of the outstanding common stock of
Beijing Century Milestone S&T Co., Ltd. ("BCM") on April 26, 2000, and undertook
to provide the required financial statements by filing an amendment to the Form
8-K with 60 days after the due date of the Form 8-K (which was due May 11,
2000). This Form 8/K/A-1 is being filed to provide the accompanying required
financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired. The required financial
statements of BCM are being provided herewith, commencing on page F-1, which
follows the signature page.
(b) Pro Forma Financial Information The required pro forma financial
information is being provided herewith, commencing on page P-1 following the
financial statements.
(c) Exhibits. None.
ITEM 8. CHANGE IN FISCAL YEAR.
Because the acquisition of BCM is being treated as a reverse
acquisition for accounting purposes, BCM is treated as the continuing reporting
entity. Accordingly, the Registrant is changing its fiscal year from one ending
on September 30 of each year to one ending on December 31 of each year, to match
the fiscal year of BCM. Because of the accounting treatment of the acquisition,
a transition report is not required.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HAAS NEUVEUX & COMPANY
By: /s/ Michael J. Harrop
--------------------------------
Michael J. Harrop, President
Date: July 10, 2000
2
<PAGE> 3
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
REPORT OF INDEPENDENT AUDITORS
AND FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION
TO DECEMBER 31, 1999
<PAGE> 4
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
INDEX TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM INCEPTION
TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
PAGES
<S> <C>
Report of Independent Auditors F-1
Balance Sheet F-2
Statement of Operations F-3
Statement of Owners' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6 - 10
</TABLE>
<PAGE> 5
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors of
Beijing Century Milestone S&T Co., Ltd.
(a development stage company)
We have audited the accompanying balance sheet of Beijing Century Milestone S&T
Co., Ltd. (a development stage company) as of December 31, 1999, and the related
statements of operations, owners' equity and cash flows for the period from May
20, 1999 (date of inception) to December 31, 1999. 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 audit in accordance with generally accepted auditing standards
in the United States of America. Those standards require that we plan and
perform the audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Beijing Century Milestone S&T
Co., Ltd. (a development stage company) as of December 31, 1999 and the results
of its operations and cash flows for the period from May 20, 1999 (date of
inception) to December 31, 1999, in conformity with generally accepted
accounting principles in the United States of America.
/s/ BDO International
BDO INTERNATIONAL
Hong Kong,
March 31, 2000
F-1
<PAGE> 6
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
BALANCE SHEET
(Expressed in US Dollars)
<TABLE>
<CAPTION>
DECEMBER 31,
1999
------------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 42,881
Other receivables, deposits and prepayments 5,613
Amount due from related company (Note 3) 80,918
Amount due from owner (Note 4) 9,291
Other tax recoverable (Note 5) 22
---------
Total current assets 138,725
OFFICE EQUIPMENT, NET (Note 6) 14,525
---------
TOTAL ASSETS $ 153,250
=========
LIABILITIES AND OWNERS' EQUITY
CURRENT LIABILITIES
Other payables and accrued expenses $ 461
---------
Total current liabilities 461
---------
COMMITMENTS AND CONTINGENCIES (Note 7)
LONG TERM LIABILITIES
Loans from owners (Note 8) 120,773
---------
Total long term liabilities 120,773
---------
OWNERS' EQUITY
Registered share capital 120,773
Accumulated loss (88,757)
---------
Total owners' equity 32,016
---------
TOTAL LIABILITIES AND OWNERS' EQUITY $ 153,250
=========
</TABLE>
See accompanying notes to financial statements.
F-2
<PAGE> 7
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
STATEMENT OF OPERATIONS
(Expressed in US Dollars)
<TABLE>
<CAPTION>
FROM
INCEPTION TO
DECEMBER 31,
1999
------------
<S> <C>
NET SALES $ --
COST OF SALES --
--------
GROSS PROFIT --
GENERAL AND ADMINISTRATIVE EXPENSES (89,070)
--------
OPERATING LOSS (89,070)
INTEREST INCOME 313
--------
LOSS BEFORE INCOME TAX (88,757)
PROVISION FOR INCOME TAX (Note 9) --
--------
NET LOSS $(88,757)
========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE> 8
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
STATEMENT OF OWNERS' EQUITY
(Expressed in US Dollars)
<TABLE>
<CAPTION>
TOTAL
CONTRIBUTED ACCUMULATED OWNERS'
CAPITAL LOSS EQUITY
----------- ----------- ---------
<S> <C> <C> <C>
Balance, May 20, 1999 $ -- $ -- $ --
Capital contribution 120,773 -- 120,773
Net loss -- (88,757) (88,757)
--------- --------- ---------
Balance, December 31, 1999 $ 120,773 $ (88,757) $ 32,016
========= ========= =========
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE> 9
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
STATEMENT OF CASH FLOWS
Increase in Cash and Cash Equivalents
(Expressed in US Dollars)
<TABLE>
<CAPTION>
FROM
INCEPTION TO
DECEMBER 31,
1999
------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (88,757)
Adjustments to reconcile net loss
to net cash provided by operating activities
Depreciation 492
Changes in:
Other receivables, deposits and prepayments (5,613)
Amount due from owner (9,291)
Tax recoverable (22)
Others payables and accrued expenses 461
---------
NET CASH USED IN OPERATING ACTIVITIES (102,730)
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of office equipment (15,017)
Amount due from related company (80,918)
---------
NET CASH USED IN INVESTING ACTIVITIES (95,935)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from registered capital 120,773
Loans from owners 120,773
---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 241,546
---------
NET INCREASE IN CASH AND CASH EQUIVALENTS
AND AT END OF PERIOD $ 42,881
=========
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE> 10
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(Expressed in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Beijing Century Milestone S&T Co., Ltd. ("the Company") is in the development
stage and has not generated any revenue or income from operations. The Company
was established in the People's Republic of China (the "PRC") on May 20, 1999 as
a limited liability company. The Company is owned by three individual PRC
citizens, namely Gang Xiao, Yun Luo and Ji Ming Feng.
The Company commenced operations in August 1999 and is engaged in the
development of video transmission software, video transmitter hardwares and hard
disk recording system software and digital recorder hardware equipment. The
Company 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, the Company's
registered share capital is RMB5,000,000. As at the date of these financial
statements, RMB1,000,000 was fully paid up. In February 2000, the remaining
RMB4,000,000 has been fully paid up.
NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements are prepared in accordance with generally accepted
accounting principles in the United States of America.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
The functional currency of the Company is Renminbi (RMB) and the financial
records are maintained and the financial statements prepared in RMB.
Foreign currency transactions during the period are translated into RMB at the
exchange rates ruling at the transaction dates. Gain and loss resulting from
foreign currency transactions are included in the statement of operations. When
assets, liabilities and equity denominated in RMB are translated into United
States Dollars, translation adjustments are included as a component of owners'
equity. Exchange rates between US$ and RMB are fairly stable during the period
presented. The rate ruling as of December 31, 1999 is US$1.00 = RMB8.28. Due to
the stability of the exchange rates, there were no adjustments in the owners'
equity.
For the purpose of preparing these financial statements, the financial
statements in RMB have been translated into United States Dollars at US$1.00 =
RMB8.28.
F-6
<PAGE> 11
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(Expressed in US Dollars)
NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - CONTINUED
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.
RELATED PARTY
A related party is an entity that can control or significantly influence the
management or operating policies of another entity to the extent one of the
entities may be prevented from pursuing its own interests. A related party may
also be any party the entity deals with that can exercise that control.
OFFICE EQUIPMENT AND DEPRECIATION
Equipment is stated at cost. Depreciation is computed using the straight-line
method to allocate the cost of depreciable assets over the estimated useful
lives of the assets as follows:
<TABLE>
<CAPTION>
ESTIMATED
USEFUL LIFE
(IN YEARS)
--------------
<S> <C>
Computer equipment 5
</TABLE>
Maintenance, repairs and minor renewals are charged directly to the statement of
operations as incurred. Additions and betterments to office equipment are
capitalized. When assets are disposed of, the related cost and accumulated
depreciation thereon are removed from the accounts and any resulting gain or
loss is included in the statement of operations.
LONG-LIVED ASSETS
The Company periodically reviews their long-lived assets for impairment based
upon the estimated undiscounted future cash flows expected to result from the
use of the asset and its eventual disposition. When events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, the asset is written down to its net realizable value.
F-7
<PAGE> 12
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(Expressed in US Dollars)
NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109. Under SFAS No. 109, deferred tax
liabilities or assets at the end of each period are determined using the tax
rate expected to be in effect when taxes are actually paid or recovered.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.
FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amounts of certain financial instruments approximate their fair
values as of December 31, 1999 because of the relatively short-term maturity of
these instruments.
USE OF ESTIMATES
The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires companies
to recognize all derivative contracts as either assets or liabilities in the
balance sheet and to measure them at fair value. If certain conditions are met,
a derivative may be specifically designated as a hedge, the objective of which
is to match the timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk or (ii) the earnings effect
of the hedged forecasted transaction. For a derivative not designated as a
hedging instrument, the gain or loss is recognized as income in the period of
change. SFAS No. 133 as amended by SFAS No. 137 is effective for all fiscal
quarters of fiscal years beginning after June 15, 2000. Based on its current and
planned future activities relative to derivative instruments, the Company
believes that the adoption of SFAS No. 133 will not have a significant effect on
its financial statements.
NOTE 3 - AMOUNT DUE FROM RELATED COMPANY
The amount due from the related company, in which one of the owners of the
Company has beneficial interests, is unsecured, interest free and without fixed
terms of repayment.
F-8
<PAGE> 13
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(Expressed in US Dollars)
NOTE 4 - AMOUNT DUE FROM OWNER
The Company, from time to time, received from or made repayment to one of the
owners. The amount due from owner does not bear any interest and does not have
clearly defined terms of repayments.
NOTE 5 - OTHER TAX RECOVERABLE
Other tax recoverable represents Valued-Added Tax ("VAT"). The Company is
subject to output VAT levied at the rate of 17% of its operating revenue. The
input VAT paid on purchases of materials and other direct inputs can be used to
offset the output VAT levied on operating revenue to determine the net VAT
payable or recoverable.
NOTE 6 - OFFICE EQUIPMENT, NET
<TABLE>
<CAPTION>
DECEMBER 31,
1999
------------
<S> <C>
Office equipment $ 15,017
Less: Accumulated depreciation 492
--------
$ 14,525
========
</TABLE>
NOTE 7 - COMMITMENTS AND CONTINGENCIES
OPERATING LEASE COMMITMENT
During the period ended December 31, 1999, the Company incurred lease expenses
amounting to $11,550. As of December 31, 1999, the Company had commitments under
a non-cancellable operating lease expiring within one year amounting to $8,527.
NOTE 8 - LOANS FROM OWNERS
The loans from owners are unsecured and interest free. In February 2000, the
entire loan balance was capitalised by the increase of the registered share
capital of the Company to RMB5 million.
F-9
<PAGE> 14
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(Expressed in US Dollars)
NOTE 9 - INCOME TAX
No provision for income tax has been made in the financial statements as the
Company has no assessable income for the period.
Pursuant to an approval document dated January 20, 2000 issued by the Beijing
Tax Bureau, the Company, being a "New Technology Enterprise", is eligible to
full exemption from PRC Corporate Income Tax for the period from June 1, 1999 to
December 31, 2001.
No provision for deferred taxation has been made as there is no material
temporary difference at the balance sheet date.
F-10
<PAGE> 15
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
UNAUDITED FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 2000
TO MARCH 31, 2000
<PAGE> 16
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
INDEX TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 1, 2000
TO MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
PAGES
<S> <C>
Balance Sheet F-11
Statement of Operations F-12
Statement of Cash Flows F-13
Notes to Financial Statements F-14
</TABLE>
<PAGE> 17
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
BALANCE SHEET
(Expressed in US Dollars)
<TABLE>
<CAPTION>
MARCH 31,
2000
(UNAUDITED)
-----------
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 75,699
Other receivables, deposits and prepayments 28,254
Amounts due from related companies (Note 1) 172,706
Inventories (Note 2) 173,858
Other tax recoverable 29,527
---------
Total current assets 480,044
OFFICE EQUIPMENT, NET 17,662
---------
TOTAL ASSETS $ 497,706
=========
LIABILITIES AND OWNERS' EQUITY
CURRENT LIABILITIES
Amounts due to directors $ 30,903
Other payables and accrued expenses 10,616
---------
Total current liabilities 41,519
---------
OWNERS' EQUITY
Registered share capital (Note 3) 603,865
Accumulated losses (147,678)
---------
Total owners' equity 456,187
---------
TOTAL LIABILITIES AND OWNERS' EQUITY $ 497,706
=========
</TABLE>
See accompanying notes to financial statements.
F-11
<PAGE> 18
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
STATEMENT OF OPERATIONS
(Expressed in US Dollars)
<TABLE>
<CAPTION>
CUMULATIVE
FROM MAY 20,
JANUARY 1, 1999
2000 (INCEPTION)
TO TO
MARCH 31, MARCH 31,
2000 2000
(UNAUDITED) (UNAUDITED)
----------- ------------
<S> <C> <C>
NET SALES $ -- $ --
COST OF SALES -- --
GROSS PROFIT -- --
GENERAL AND ADMINISTRATIVE EXPENSES (59,182) (148,252)
OPERATING LOSS (59,182) (148,252)
INTEREST INCOME 261 574
LOSS BEFORE INCOME TAX (58,921) (147,678)
PROVISION FOR INCOME TAX --
NET LOSS $(58,921) $(147,678)
</TABLE>
See accompanying notes to financial statements.
F-12
<PAGE> 19
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
STATEMENT OF CASH FLOWS
Increase in Cash and Cash Equivalents
(Expressed in US Dollars)
<TABLE>
<CAPTION>
CUMULATIVE
FROM MAY 20,
JANUARY 1, 1999
2000 (INCEPTION)
TO TO
MARCH 31, MARCH 31,
2000 2000
(UNAUDITED) (UNAUDITED)
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (58,921) $(147,678)
Adjustments to reconcile net loss
to net cash provided by operating activities
Depreciation 789 1,281
Changes in:
Other receivables, deposits and prepayments (22,641) (28,254)
Inventories (173,858) (173,858)
Amount due from owner 9,291 0
Tax recoverable (29,505) (29,527)
Amounts due to directors 30,903 30,903
Others payables and accrued expenses 10,155 10,616
---------
NET CASH USED IN OPERATING ACTIVITIES (233,787) (336,517)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Amounts due from related companies (91,788) (172,706)
Acquisition of office equipment (3,926) (18,943)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (95,714) (191,649)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from owners -- 120,773
Proceeds from registered capital 362,319 483,092
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 362,319 603,865
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 32,818 75,699
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 42,881 --
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 75,699 75,699
========= =========
</TABLE>
See accompanying notes to financial statements.
F-13
<PAGE> 20
BEIJING CENTURY MILESTONE S&T CO., LTD.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
The financial information, included in this report, has been prepared by the
Company, without audit. In the opinion of management, the financial information
included in this report contains all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of the result for the
interim period. The result shown for interim period is not necessarily
indicative of results to be expected for the full year.
The following notes to financial statements have been condensed and, therefore,
do not contain all disclosures required in connection with annual financial
statements. Reference should be made to the notes to the Company's year-end
financial statements contained within this filing.
NOTE 1 - AMOUNTS DUE FROM RELATED COMPANIES
The amounts due from related companies, in which two of the owners of the
Company have beneficial interests, are unsecured, interest free, and without
fixed terms of repayment.
NOTE 2 - INVENTORIES
Inventory is accounted for on the weighted average method and is stated at the
lower of cost of market. Market value is determined by reference to the sales
proceeds of items sold in the ordinary course of business after the balance
sheet date or to management estimates based on prevailing market conditions.
The inventories as of March 31, 2000 are products for resale.
NOTE 3 - REGISTERED SHARE CAPITAL
The Company's registered share capital is RMB5,000,000 which is equivalent to
US$603,865. At December 31, 1999, RMB1,000,000 was fully paid up. In February
2000, the remaining RMB4,000,000 was fully paid up.
F-14
<PAGE> 21
HAAS NEUVEUX & COMPANY
(a development stage company)
PRO-FORMA CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2000
(Expressed in US Dollars)
<TABLE>
<CAPTION>
HISTORICAL PRO-FORMA
------------------------- --------------------------
CMST HAAS TOTAL
UNAUDITED UNAUDITED ADJUSTMENTS (UNAUDITED)
<S> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 75,699 $ -- $ 75,699
Other receivables, deposits and prepayments 28,254 -- 28,254
Amounts due from related companies 172,706 -- 172,706
Inventories 173,858 -- 173,858
Other tax recoverable 29,527 -- 29,527
--------- --------- ---------
Total current assets 480,044 -- 480,044
OFFICE EQUIPMENT, NET 17,662 -- 17,662
--------- --------- ---------
TOTAL ASSETS $ 497,706 $ -- $ 497,706
========= ========= =========
LIABILITIES AND OWNERS' EQUITY
CURRENT LIABILITIES
Amounts due to directors $ 30,903 $ -- $ 30,903
Other payables and accrued expenses 10,615 146,858 157,473
--------- --------- ---------
Total current liabilities 41,518 146,858 188,376
--------- --------- ---------
STOCKHOLDERS' EQUIPMENT (DEFICIENCY)
Preferred stock,
par value $0.001 per share;
10,000,000 share authorized, none issued
Common stock, par value $0.0001 per share;
100,000,000 shares authorized,
27,405,638 issued -- 2,090 650 2,740
Additional paid-in capital 603,866 797,339 (650) 454,268
(946,287)
Accumulated loss (147,678) (946,287) 946,287 (147,678)
--------- --------- ---------
Total stockholders' deficiency 456,188 (146,858) 309,330
--------- --------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 497,706 $ -- $ 497,706
========= ========= =========
</TABLE>
P-1
<PAGE> 22
HAAS NEUVEUX & COMPANY
(a development stage company)
NOTE:
1. Pro-forma operating result and financial position are presented as if Haas
and Beijing century Milestone S&T Co., Ltd. were combined at January 1,
2000.
2. Beijing Century Milestone S&T Co., Ltd. is mainly engaged in the
development of Video transmission software, video transmitter hardwares
and hard disk recording system software and digital recorder hardware
equipment.
3. Haas Neuveux had no activity and therefore proforma income statements for
the periods ended December 31, 1999 and March 31, 2000 are not required.
P-2
