SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to ____________________
Commission file number: 33 7945 D
HAAS NEUVEUX & COMPANY
(Exact name of small business issuer as specified in its charter)
Colorado 84 1032191
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
1999 Broadway, Ste. 3250, Denver, Colorado 80202
(Address of principal executive offices) (Zip ode)
Issuer's telephone number, including area code: (303) 292-2992
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of February 24, 2000, there
were approximately 99,902,058 shares outstanding, of which approximately
78,900,000 were the subject of dispute and litigation. (Please see "Part II,
Item 1. Litigation.")
<PAGE>
I. PART I FINANCIAL INFORMATION
Item 1. Financial Statements
HAAS NEUVEUX & COMPANY
(a development stage company)
BALANCE SHEETS
December 31 September 30,
1999 1999
---- ----
(Unaudited) (Audited)
Total Assets: -- --
--------- ---------
$ -- $ --
========= =========
Liabilities and Stockholders' Equity
Current Liabilities:
Trade accounts payable $ 146,858 $ 146,858
--------- ---------
Total Liabilities 146,858 146,858
--------- ---------
Stockholders' Equity:
Preferred stock,
par value $.001 per share;
10,000,000 shares authorized,
none issued -- --
Common stock,
par value $.0001 per share;
100,000,000 shares authorized;
20,906,058 issued 2,090 2,090
Additional paid in capital 797,339 797,339
Accumulated deficit
during development stage (946,287) (946,287)
--------- ---------
Total stockholders'
equity (deficit) -- --
--------- ---------
$ -- $ --
========= =========
See accompanying Notes to Financial Statements
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF OPERATIONS
Three Months Ended December 31,
-------------------------------
1999 1998
---- ----
Revenues $ -- $ --
Costs and expenses -- $
Net income (loss) $ -- $
Net income (loss) per common share * *
Weighted average number of
common shares outstanding 20,906,058 20,906,058
* Less than $.01 per share
See accompanying Notes to Financial Statements
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
STATEMENTS OF CASH FLOWS
Three Months Ended
December 31,
------------------
1999 1998
---- ----
Cash Flows from operating activities:
Net gain (loss) $ -- $ --
Adjustments to reconcile net gain (loss) to net
cash provided by operating activities:
Increase (decrease) in payables --
------------ ----------
Net cash used in operations -- --
Net increase (decrease) in cash: -- --
Cash at beginning of period -- --
Cash at end of period -- --
See accompanying Notes to Financial Statements
<PAGE>
HAAS NEUVEUX & COMPANY
(a development stage company)
Notes to Financial Statements
December 31, 1999
(Unaudited)
In the opinion of management, all adjustments (consisting of normal recurring
adjustments) considered necessary for a fair presentation of the financial
condition of registrant have been included, and the disclosures are adequate to
make the information presented not misleading.
Note 1. A summary of significant accounting policies is currently on file with
the U.S. Securities and Exchange Commission in registrant's Form S 18 effective
October 27, 1986.
Note 2. The loss per share was computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the period.
Note 3. Registrant has not declared or paid dividends on its common shares since
inception.
Note 4. The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10 QSB and do not include
all information and footnotes required by generally accepted accounting
principles for complete financial statements.
Note 5. Income taxes have not been provided for in that registrant has not had a
tax liability from inception through the period of this report due to operating
losses.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations: The Company had no operations during the periods covered
by this report. All activity concerning the Company pertained solely to its
attempts to effectuate its business plan, that being the acquisition of an
operating business.
The Company, on December 14, 1998, agreed to acquire all of the outstanding
capital stock of Productos Forestales de Bolivar, CA (PFB), a corporation
organized and operating in Venezuela. The Company on June 28, 1999, held a
meeting of the Board of Directors at 3:00 PM MDST for the primary purpose of
considering and acting on the failure of PFB to perform under its contract with
the Company (Contract). It was determined that PFB was in material default under
the Contract; thus, the Contract was declared to be in default by PFB and
rescinded. The Contract, in principal part, required PFB to deliver audited
financial statements of PFB in accordance with, and within the time frames
specified by, the rules and regulations promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (Exchange Act).
PFB did not comply with these provisions of the Contract. Further, the Contract
had numerous other provisions which PFB also refused and failed to comply with
even after repeated demands and time extensions therefor. The Company sent PFB
formal notification of the recision of the Contract, including the forthwith
demand of the return of all 78,996,000 shares issued to the shareholder of PFB
in anticipation of closing under the Contract, absent the return of which
litigation has was authorized. PFB failed to honor the notification and
litigation was initiated.
<PAGE>
The Company on June 25, 1999, held a formal meeting of its Board of Directors
for the purpose of (1) confirming the resignation of one of the two remaining
board members, (2) appointing two new board members in order to bring the board
membership to three in number so as to comply with Colorado law and (3) electing
new executive officers. The resignation of Mr. Eric Drizenko from the board and
as an executive officer was accepted without reservation effective the date of
his having tendered the resignation, that being December 14, 1998. The
previously tendered resignation of Mr. Harrop as a member of the board pending
closing of the PFB acquisition was withdrawn, but was accepted as to his
resignation as an executive officer effective the date of the meeting. The
Company then appointed two new board members and a new slate of executive
officers. The Board of Directors then consisted of Messrs. Michael Harrop, Roger
Tompkins and Charles Tatnall. The executive officers then serving the Company
were (1) Mr. Roger Tompkins (Chairman of the Board of Directors, Chief Executive
Officer and President) and (2) Mr. Charles Tatnall (Chief Financial and
Accounting Officer and Treasurer). Messrs. Tompkins and Tatnall acted as
directors and executive officers of the Company from June 25, 1999, to
approximately February 25, 2000, at which time they resigned. Mr. Harrop then
became the sole director of the Company and appointed himself Chairman of the
Board of Directors and sole executive officer.
The Company is again pursuing additional business opportunities in which to
engage.
Liquidity: The Company has not generated any cash flows from operating or
investing activities since inception. Operating capital was, at inception and
through 1986, provided from the proceeds of two initial fundings prior to a
public offering and the offering itself. In 1987, the Company received relief
from its debts and the satisfaction of all liabilities in exchange for common
stock. Subsequently, the recision of the acquisition of Haas & Cie resulted in
the assumption and subsequent payment on its behalf of all debts claimed against
the Company through December 31, 1995. Finally, Mr. Harrop, through equity
infusions, provided for the operations of the Company through December 31, 1998.
The Company presently has no source of liquidity or capital assets available to
it, other than such loans and capital contributions as may be subsequently
forthcoming from management, which is under no obligation in this regards. The
only obligation of the Company at the date of this report was an outstanding
accounts payable with its attorney, who has agreed to the satisfaction of the
entire amount outstanding through the date of this report after payment of
approximately $8,500 in outstanding costs advanced and approximately $24,500 in
fees.
PART II OTHER INFORMATION
Item 1. Litigation: No material legal proceedings to which the Company (or any
officer or director of the Company, or any affiliate or owner of record or
beneficially of more than five percent of the Common Stock, to management's
knowledge) is a party or to which the property of the Company is subject is
pending and no such material proceeding is known by management of the Company to
be contemplated, with the exception of the following paragraph.
<PAGE>
On July 28, 1999, the Company initiated litigation in the District Court in and
for the City and County of Denver, State of Colorado. The complaint seeks
declaratory relief against PFB and Messrs. Richard Smith, Norman Piatti and
David Bovi. Specifically and in part, these individuals have been representing
themselves as officers, directors and/or legal counsel of the Company even after
the Company's efforts to obtain their cooperation in ceasing and desisting in
their representations. The Company has asked the court for a declaration as to
(1) the individuals constituting the current board of directors of the
Company,(2) the individuals currently serving as officers of the Company,(3)
which individual properly represents the Company as legal counsel, (4) whether
the common stock issued, but never delivered, to Mr. Smith are valid outstanding
shares of the Company and (5) whether the contract between the Company and PFB
is or has ever been a valid agreement. Settlement discussions are in the process
at the present time; however, there can be no assurance that settlement will be
possible.
Item 2. Change in Securities: This item is not applicable to the Company for the
period covered by this report.
Item 3. Defaults Upon Senior Securities: This item is not applicable to the
Company for the period covered by this report.
Item 4. Submission of Matters to a Vote of Security Holders: There were no
meetings of security holders during the period covered by this report; thus,
this item is not applicable.
Item 5. Other Information: There is no additional information which the Company
is electing to report under this item at this time.
Item 6. Exhibits and Reports on Form S K: No reports on Form 8 K were filed by
the Company during the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized this 2nd day of March,
2000.
HAAS NEUVEUX & COMPANY
(Registrant)
By: /s/ Michael Harrop
- ----------------------
Michael Harrop, President
and Chief Executive Officer
By: /s/ Michael Harrop
- ----------------------
Michael Harrop, Chief Financial
and Accounting Officer and Treasurer
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