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)
February 23, 2000
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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 sectionsection240.13d-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 section 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 2>
CUSIP No. 404433 10 4
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1) Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(entities only):
Jeff Senger
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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: U.S.
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 3>
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.0001 Par Value ("Common
Stock") of HAAS NEUVEUX & COMPANY (the "Issuer"). The principal
executive offices of the Issuer are presently subject to ongoing litigation
proceedings which have not been resolved as of the date of filing of this
Statement.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Jeff Senger, an individual. Mr. Senger's
principal occupation is that of (i) an officer and director of Mymedic.com,
Inc., a privately held Internet heath care portal, and (ii) a self employed
securities investor. Mr.Senger's business address is 2300 Palm Beach Lakes
Blvd., Suite 210, West Palm Beach, FL 33409. Mr. Senger's resident address
is 13889 82nd Lane, North, West Palm Beach, Florida 33412.
During the last five (5) years, Mr. Senger has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five (5) years, Mr. Senger 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. Senger is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 21, 1999, William Richard Smith, an affiliate shareholder of the
Issuer, issued a promissory note to the order of Jeff Senger 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 was 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 owned. Pursuant to the terms of the promissory note,
Five days prior to the promissory note's due date, Mr. Senger was given 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. On February 23, 2000, Mr. Senger exercised his option
to convert the promissory note into the right to retain the 78,996,000 shares
as full payment of the promissory note and retain all rights of ownership with
respect to such shares.
The Common Stock of the Issuer was previously acquired by Mr. Smith 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") of
which Mr. Smith was the sole shareholder, officer and director. All of Mr.
Smith's shares in PFB were exchanged for 78,996,000 shares of the Issuer's
Common Stock.
<PAGE 4>
Ongoing litigation proceedings which have not been resolved as of the date
of filing of this Statement are presently ensuing with respect to Mr. Smith's
transaction with the Issuer concerning PFB. Mr. Senger is in settlement
discussions with adverse parties in connection with this litigation and his
ownership of the Issuer's Common Stock, but no agreement has yet been reached
between the parties. The litigation proceeding, and possible settlement, may or
may not have an effect on Mr. Senger's Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
As stated in Item 3,On May 21, 1999, William Richard Smith, an affiliate
shareholder of the Issuer, issued a promissory note to the order of Jeff
Senger in the principal sum of Sixty Three Thousand Dollars. On February 23,
2000, Mr. Senger exercised his option to convert the promissory note into the
right to retain the 78,996,000 shares as full payment of the promissory note
and retain all rights of ownership with respect to such shares.
Further, as discussed in Item 3. above, ongoing litigation proceedings which
have not been resolved as of the date of filing of this Statement are
presently ensuing with respect to Mr. Smith's transaction with the Issuer.
Mr. Senger is in settlement discussions with adverse parties in connection
with this litigation and his ownership of the Issuer's Common Stock, but no
agreement has yet been reached between the parties. The litigation proceeding,
and possible settlement, may or may not have an effect on Mr. Senger's Common
Stock.
The purpose of this transaction was to add the Issuer's Common Stock to
Mr. Senger's investment portfolio.
Mr. Senger 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;
<PAGE 5>
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 March 7, 2000, 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
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. Promissory Note;
2. Stock Pledge Agreement; and
3. Letter Re: Senger option exercise.
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: March 7, 2000
/s/Jeff Senger
------------------------
Jeff Senger
PROMISSORY NOTE
West Palm Beach, Florida
Principal Amount: $63,000
Date: May 21, 1999
William Richard Smith, an individual who resides at Calle
Circunvalacion, Del Sol Edificio Tarabay, Piso 1-1N, Caracas Venezuela (the
"Maker"), for value received, promises to pay to the order of Jeff Senger, an
individual, (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 Sixty
Three Thousand Dollars ($63,000) 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 Sixty Three Thousand Dollars ($63,000)
is due on February 28, 2000. However, Five (5) days prior to the aforementioned
due date, Payee shall have the absolute right to convert the indebtedness
evidenced hereby, including all unpaid accrued interest, into the absolute
right to retain the Collateral, as described in paragraph 5 herein, as full
payment of this Promissory Note ("Note"). In the event Payee elects to retain
the Collateral, the Collateral shall automatically transfer into Payee's name
with no further action on the part of Maker and Payee and thereafter, Payee
shall have all rights of ownership with respect to the Collateral.
3. NO RIGHT TO PREPAY
-------------------
In accordance with paragraph 2 above, Maker shall have no 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
<PAGE 2> EXHIBIT ONE
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. STOCK PLEDGE AGREEMENT
-----------------------
Pursuant to the Stock 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 Stock Pledge Agreement (the "Collateral"). In the
event of the 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 Payee elects not to convert the indebtedness
evidenced hereby into the right to retain the Collateral as full payment of this
Note, as described in Section 2 hereof, and full payment is not received by
Payee on the due date described in Section 2 hereof, Maker shall pay Payee a
late charge of Five Thousand ($5,000) 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
<PAGE 3> EXHIBIT ONE
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 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.
State of Florida)
County of Miami-Dade)
Swore to and subscribed before
me this 21st day of May 1999 by
/s/ Willam Richard Smith Willaim Richard Smith who
____________________________ produced a Republic of
William Richard Smith Venezuela (E82-196-667)
I.D as identification.
/s/Heidi Herzberger
----------------------
Notary State of Florida
SEAL STAMP
(Notary Public) Heidi Herzberger
(State of Florida) My Commission #CC639402
Expires July 27, 2001
STOCK PLEDGE AGREEMENT
This agreement is made May 21, 1999, between William Richard Smith,
an individual ("Smith"); and Jeff Senger, an individual ("Senger"). Concurrently
with the execution of this stock pledge agreement ("Agreement"), Smith is
executing and delivering to Senger a certain promissory note (the "Note") of
even date hereof, in the principal amount of $63,000, the terms of which are
incorporated herein.
In order to induce Senger to accept the Note as evidence of such loan, and
as further security for the payment by Smith of the Note, Smith has agreed to
pledge with Senger 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 Smith to Senger,
Smith pledges, assigns and delivers to Senger all of the right, title and
interest to Eighty One Million (81,000,000) shares of the capital stock of Haas
Neuveaux & Company, a Colorado corporation ("HAAS"), represented by Certificate
Nos. 1296 and ___________ registered in the name of Smith, together with a
stock power duly endorsed by Smith in blank. Smith further agrees, without
limiting the provisions of Section 2 herein, to assign, transfer and deliver to
Senger, with like stock powers, immediately upon issuance, any additional shares
of the capital stock of HAAS of any class hereafter issued by HAAS, issued
without the express written consent of Senger. All such shares together with any
substitutions for them or additional shares of any class, pledged or intended to
be pledged with Senger under this agreement are here sometimes collectively
called the "collateral".
2. Smith represents, warrants and covenants to and with Senger that
Smith is, on this date, the owner, free and clear of all liens, encumbrances and
other charges or interests of others, of the abovementioned certificate for
shares registered in Smith's name; that the shares pledged under this Agreement
constitute Ninety Percent (90%) of the issued and outstanding shares of HAAS;
that Smith will not sell, assign, transfer or otherwise dispose of, or mortgage,
pledge or otherwise hypothecate, any of such shares; that Smith, without the
express written consent of Senger, will not vote such shares so as to, or
otherwise cause or permit HAAS (i) to issue any further shares of its capital
stock or any options, warrants or other rights to purchase or acquire any shares
of its capital stock or any securities which are convertible into shares of its
capital stock; or (ii) to dissolve or liquidate; and that Smith has full power
and authority to transfer and pledge the shares stated with Senger as provided
herein.
3. If no default shall have occurred and be continuing, Smith shall
have the right to vote the shares stated and to exercise the other rights and
privileges of the owner, but subject to the provisions of paragraph 2 above.
4. Smith expressly agrees that (i) if, by virtue of a default by HAAS
under the Note, Senger shall accelerate the indebtedness in accordance with the
terms of the note; or (ii) if Smith shall violate or suffer or permit HAAS to
violate any of the provisions of Section 2 above (called an "event of
default"); or (iii) Senger elects to convert the indebtedness as described in
paragraph 2 of the Note; Senger may, at its election, transfer the shares
pledged hereto to its name and exercise all rights of owner in respect of such
shares, including, without limitation, the right to vote such shares; and Smith
irrevocably constitutes and appoints Senger, its attorney-in-fact to effectuate
such transfer
<PAGE 2> EXHIBIT TWO
upon the books of HAAS. In addition, Senger 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.
5. Smith 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 Senger 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 Senger 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 Senger 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.
6. Pursuant to the terms of the Note, upon payment in full of the
Note, Senger shall transfer and deliver the collateral to Smith or to such other
person or persons as Smith may direct, together with the stock power or powers
delivered in connection with that by Smith.
7. 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.
8. Smith 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 Senger may reasonably request in order to more fully effectuate the
purposes of this Agreement.
9. This Agreement shall be binding upon and shall inure to the
benefit of Smith and Senger, and subject to the restrictions set forth in
Section 2 above in the case of Smith, Smith'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, Smith and Senger have executed this Agreement on
the date first above written.
State of Florida)
County of Miami Dade)
Sworn to and subscribed before me this
21st day of May 1999 by William Richard /s/William Richard Smith
Smith (produced Republic of Venezuela I.D ------------------------
#E82196664) and Jeffrey Ray Senger (produced Willaim Richard Smith
Fla D.L#s 526-436-66-1660)
/s/Heidi Herzberger SEAL Heidi Herzberger
- -------------------- (Notary Public) My Commission # CC639402 Expires
Notary Public State (State of Florida) July 27, 2001
of Florida
/s/Jeff Senger
________________________
Jeff Senger
February 23, 2000
VIA REGISTERED/CERTIFIED MAIL
- -----------------------------
William Richard Smith
Calle Circunvalacion
Del Sol Edificio Tarabay
Piso 1-1N
Caracas, Venezuela
Dear Mr. Smith:
Please be advised that pursuant to (i) paragraph Two (2) of that certain
Promissory Note dated May 21, 1999, in the principal amount of $63,000 made
by William Richard Smith to myself, (Jeff Senger); and (ii) paragraph Four (4)
of that certain Stock Pledge Agreement dated May 21, 1999, which induced me
to accept the aforementioned Promissory Note; I hereby elect to convert the
indebtedness as described in Paragraph Two of the Note and transfer the shares
of Haas Neuveaux Company, Inc., a Colorado corporation, pledged pursuant to
the Stock Pledge Agreement into my name in lieu of payment of the Note and
obtain all rights of ownership with respect to such shares. Additionally,
pursuant to the same paragraph, acting as attorney-in-fact; I hereby effectuate
such transfer upon the books of Haas Neuveaux Company, Inc., a Colorado
corporation.
Sincerely,
/s/Jeff Senger
----------------
Jeff Senger
cc: AST (via certified mail)
David Bovi, Esq.
Tom Howard, Esq.
Roger Tomkins
John Treddenick, Esq.
