SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10 KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended: September 30, 1999

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

Commission file number: 33 7945 D

                             HAAS NEUVEUX & COMPANY
             (Exact name of registrant as specified in its charter)

         Colorado                                      84  1032191
(State or other jurisdiction             (I.R.S. employer identification number)
     of incorporation)

1999 Broadway, Ste. 3250, Denver, Colorado                80202
 (Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code: (303) 292 2992
Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (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 by check mark if disclosure of delinquent filers pursuant to Rule 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

State issuer's revenues for most recent fiscal year: ($18,358)

State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing: As of
the close of trading on February 24, 2000, there were approximately 99,902,058
common shares outstanding, 8,911,096 of which were held by non-affiliates and
approximately 78,900,000 of which were subject to dispute and litigation. The
bid and asked price of the common stock on this date were $.40 and $.49,
respectively; therefore, the aggregate market value of the non-affiliated common
shares, as of February 24, 2000, was approximately $3,965,438. (Please see "Part
I, Item 3. Litigation.")

Indicate the number of shares outstanding of each of the registrant'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 subject to dispute and litigation. (Please see "Part I, Item 3.
Litigation.")

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the documents incorporated by reference and the Part of this Form
10-KSB into which the document is incorporated: None.

<PAGE>


PART I

Item 1. Description of Business

Haas Neuveux & Company (Company) was incorporated under the laws of Colorado on
May 23, 1986. The initial business plan of the Company was to find and acquire a
business opportunity in which to engage. Several acquisitions were undertaken
from inception through 1997; however, none proved successful.

On December 14, 1998, the Company agreed in principal to acquire all outstanding
stock of Productos Forestales de Bolivar, CA (PFB), a corporation organized and
operating in Venezuela. On June 28, 1999, a meeting of the Board of Directors
was held for the primary purpose of considering and acting on the failure of PFB
to perform its obligations under the contract with the Company (Contract). It
was determined that PFB was in material default in the performance of its
obligations leading to closing under the Contract; thus, the Contract was
declared to be in default and was 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. 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 for 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 was authorized. PFB failed to honor the notification
and litigation was initiated. Settlement discussion are currently being
undertaken; however, there can be no assurance these talks will be successful.

On June 25, 1999, a formal meeting of the Board of Directors was held 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 at and immediately subsequent to this date then
consisted of Messrs. Michael Harrop, Roger Tompkins and Charles Tatnall. The
executive officers were (1) Mr. Roger F. 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, until approximately February 25, 2000, at which time they resigned. Mr.
Harrop at February 25, 2000, 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 business opportunities in which to engage.

Item 2. Description of Properties

The principal executive offices of the Company are presently located at 1999
Broadway, Ste. 3250, Denver, Colorado 80209. The telephone number at this
address is 303.292.2992. The Company is receiving the use of these offices from
its legal counsel.

Item 3. 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 litigation instituted against PFB, as described immediately
below.

<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 formal 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 to Mr. Smith constitute 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 process at the present
time; however, no assurance can be given that settlement will be possible.

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.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters

The Common Stock is presently traded on the over-the-counter market and is
listed on the Bulletin Board maintained by the National Association of
Securities Dealers, Inc. (NASD) under the symbol HANX. The following table sets
forth the range of high and low bid quotations for the common stock during each
calendar quarter for the most recent two calendar years, each of which has been
rounded to the nearest whole cent.

                               HIGH BID      LOW BID       HIGH ASK      LOW ASK
March 31, 1998                   0.32         0.10           0.35         0.13
June 30, 1998                    0.22         0.06           0.25         0.10
September 30, 1998               0.10         0.03           0.111        0.0375
December 31, 1998                0.27         0.025          0.33         0.03

March 31, 1999                   0.22         0.03125        0.26         0.04
June 30, 1999                    0.465        0.03125        0.23         0.04
September 30, 1999               0.05         0.02           0.06         0.025
December 31, 1999                0.11         0.01           0.13         0.015

The above prices were obtained from the National Association of Securities
Dealers, Inc. The quotations represent inter-dealer quotations without retail
mark-up, mark-down or commission, and may not necessarily represent actual
transactions. On February 24, 2000, the closing inside bid and asked prices
quoted on the Bulletin Board for the common stock were $.40 and $.49,
respectively. On that date, there were ten market makers, with one broker dealer
publishing the inside bid and one publishing the inside ask.

Outstanding Shares: As of February 24, 2000, the transfer ledgers maintained by
the Company's stock transfer agent indicated that there were approximately
99,902,058 shares of common stock issued and outstanding, of which approximately
78,900,000 were restricted and the subject of dispute. (See "Part I, Item 3.
Litigation.")

Dividends: The Company has not declared or paid any dividends on its Common
Stock from inception to the date of this report, although there are no
restrictions on the payment of dividends. Further, no dividends are contemplated
at any time in the foreseeable future.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations. The following should be reviewed in connection with the financial
statements and management's comments thereon set forth under this and Item 7,
below.

<PAGE>


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. This provided sufficient working capital until February, 1992, at which
time the Company acquired a subsidiary. The acquisition of this subsidiary was
subsequently rescinded; however, the recission resulted in the assumption and
subsequent payment on behalf of the Company by Mr. Michael Harrop of all debts
claimed through December 31, 1995. Mr. Harrop, through equity infusions,
provided working capital for the operations of the Company through September 30,
1998. Subsequent working capital was provided through the incurrence of an
account payable. The Company presently has no source of liquidity or capital
assets available to it, other than such loans and capital contributions as may
subsequently be 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.

Results of Operations: The Company had no operations during the period 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.

Item 7. Financial Statements

The audited financial statements and supporting schedules required under this
item are set forth in the immediately following pages.



<PAGE>


                     HALLIBURTON, HUNTER & ASSOCIATES, P.C.
                          Certified Public Accountants

To the Board of Directors and Shareholders
HAAS NEUVEUX & COMPANY

We have audited the accompanying balance sheets of HAAS NEUVEUX & COMPANY (a
development stage company) as of September 30, 1999 and 1998, and the related
statements of operations, stockholders' equity and cash flows for the years
ended September 30, 1999, 1998 and 1997. 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 audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of HAAS NEUVEUX & COMPANY (a development stage company),
as of September 30, 1999 and 1998, and the results of its operations and cash
flows for the years ended September 30, 1999, 1998 and 1997 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raises substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ Halliburton, Hunter & Associates, P.C.
------------------------------------------
Halliburton, Hunter & Associates, P.C.


Littleton, Colorado
March 1, 2000

<PAGE>


                             HAAS NEUVEUX & COMPANY
                          (a development stage company)

                                 BALANCE SHEETS

                                                             September 30,
                                                          -------------------
                                                          1999           1998
                                                          ----           ----
Total Assets:                                                --            --
                                                        ---------     ---------
                                                        $    --       $    --
                                                        =========     =========
Liabilities and Stockholders' Equity
Current Liabilities:
 Trade accounts payable                                 $ 146,858     $ 128,500
                                                        ---------     ---------
 Total Liabilities                                        146,858       128,500
                                                        ---------     ---------
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)     (927,929)
                                                        ---------     ---------
Total stockholders' equity (deficit)                         --            --
                                                        ---------     ---------
                                                        $    --       $    --
                                                        =========     =========


See Auditor's report and accompanying Notes to Financial Statements


<PAGE>


                             HAAS NEUVEUX & COMPANY
                          (a development stage company)

                            STATEMENTS OF OPERATIONS

                                              Years ended September 30,
                                      ----------------------------------------
                                        1999            1998            1997
                                        ----            ----            ----

Income                                $   --          $   --          $   --
General expenses                        18,358          50,000          78,540
                                      --------        --------        --------
(Loss) from operations                 (18,358)        (50,000)        (78,540)
                                      ========        ========        ========
Loss per share                          (0.001)*        (0.002)*        (0.004)*
                                      ========        ========        ========

* Rounded to nearest decimal.



See Auditor's report and accompanying Notes to Financial Statements

<PAGE>
<TABLE>
<CAPTION>


                                    HAAS NEUVEUX & COMPANY
                                 (a development stage company)

                              STATEMENTS OF STOCKHOLDER'S EQUITY


                                                              Additional   Retained
                                                               Paid In     Earnings
                                      Shares      Amount       Capital     (Deficit)     TOTAL
                                      ------      ------       -------     ---------     -----
<S>                                 <C>          <C>             <C>         <C>        <C>
Balance at
   September 30, 1996               20,504,058   $    2,050      797,339     (799,389)      --

Issuance of stock for services         402,000   $       40         --           --         --
Net loss for year ended September
    30, 1997                              --           --           --        (78,540)      --
                                    ----------   ----------   ----------   ----------    ------
Balance at September 30, 1997       20,906,058   $    2,090      797,339     (877,929)      --
Net loss for year ended September
    30, 1998                              --           --           --        (50,000)      --
                                    ----------   ----------   ----------   ----------    ------
Balance at September 30, 1998       20,906,058   $    2,090      797,339     (927,929)      --
Net loss for year ended September         --           --           --        (18,358)
   30, 1999
                                    ----------   ----------   ----------   ----------    ------
Balance at September 30, 1999       20,906,058   $    2,090      797,339     (946,287)      --



See Auditor's report and accompanying Notes to Financial Statements

</TABLE>
<PAGE>


                             HAAS NEUVEUX & COMPANY
                          (a development stage company)

                             STATEMENTS OF CASH FLOW

                                                    Years Ended September 30,
                                                  ----------------------------
                                                  1999       1998         1997
                                                  ----       ----         ----
Operations:
  Net (loss)                                   $(18,358)   $(50,000)   $(78,540)
Additions not requiring working capital:
    Increase (decrease) in accounts payable      18,358      50,000      78,500
    Issuance of shares for services                --          --            40
                                               --------    --------    --------
        Net cash from operations                   --          --          --
Financing:                                         --          --          --
                                               --------    --------    --------
     Net cash from financing                       --          --          --
Net increase (decrease) in cash                    --          --          --
Cash at beginning of period                        --          --          --
Cash at end of period                              --          --          --



See Auditor's report and accompanying Notes to Financial Statements

<PAGE>


                             HAAS NEUVEUX & COMPANY
                          (a development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1999

1. Organization and Nature of Business: HAAS NEUVEUX & COMPANY (formerly Victor
Capital Corporation) (Company) is in the development stage and was formed under
the laws of the State of Colorado on May 23, 1986, initially for the purpose of
seeking selected mergers or acquisitions with a small number of business
entities expected to be private companies, partnerships or sole proprietorships.
The Company may seek to acquire a controlling interest in such entities in
contemplation of later completing an acquisition. The Company is not limited to
any operation or geographic area in seeking out opportunities. Since inception,
the primary activity of the Company has been directed to organizational efforts,
obtaining initial financing and seeking merger candidates.

2. Results of Operations: The Company has had no operations during the
three-year period ended September 30, 1999.

3. Going Concern: Due to lack of operating experience, lack of working capital
and lack of a selected merger or acquisition candidate, there is substantial
doubt of the company's ability to establish itself as a going concern and its
success is dependent upon the Company obtaining sufficient financial to continue
its development activities and, ultimately, to achieve profitable operations
through a merger or acquisition.

4. Change in Control: Effective June 30, 1994, Mr. Michael Harrop, on behalf of
an investment group, purchased 14,931,006 shares of the Company's common stock
resulting in Mr. Harrop having controlling interest. Mr. Harrop thereafter
served as sole executive officer and director of the Company. Mr. Harrop, on
June 25, 1999, resigned all positions with the Company, with the exception of
his directorship. On February 25, 2000, Mr. Harrop again became the sole
director and executive officer.

5. Meeting of Directors: The Company on June 25, 1999, held a formal meeting of
its Board of Directors at 10:00 AM MDST 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 an acquisition of
Productos Forestales de Bolivar C.A. 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 Tatnal. 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 February
25, 2000, act 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.

<PAGE>


Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

This item is not applicable to the Company.


PART III

Item 9. Directors and Executive Officers of the Company

The following table sets forth all current directors and executive officers of
the Company, as well as their ages:

       NAME            AGE     POSITION WITH COMPANY

  Michael Harrop       55      Director (Chairman), President, Chief Executive
                               Officer, Chief Financial and Accounting Officer,
                               Treasurer

* No current director has any arrangement or understanding whereby they are or
will be selected as a director or nominee.

Profiles of Directors and Executive Officers: Michael Harrop has served the
Company on the board since 1992, and served as an executive officer from June
30, 1994, until June 25, 1999, and became the sole executive officer of the
Company on February 24, 2000. He has also served on the board of other public
companies as well. Mr. Harrop is a private businessman who resides outside
Geneva, Switzerland. He graduated from Cambridge University in the United
Kingdom with a degree in philosophy in 1966. Mr. Harrop is also a director of
Forlink Software Corporation, Inc., which is publicly held.

No current director has any arrangement or understanding whereby they are or
will be selected as a director or as an executive officer. All directors will
hold office until the next annual meeting of shareholders and until their
successors have been duly elected and qualified, unless and until they earlier
resign or are removed from office. The executive officers of the Company are
elected by the Board of Directors at its annual meeting immediately following
the shareholders' annual meeting. The Company does not have any standing audit,
nominating or compensation committee, or any committee performing similar
functions.

Item 10. Executive Compensation

No cash compensation has been paid since inception to the Board of Directors or
executive officers of the Company in their capacities as such, and none is
anticipated to be paid at any time in the immediate future, with the exception
that Mr. Tompkins received the sum of $8,000 and Mr. Tatnall the sum of $4,000
on or about February 25, 2000, in exchange for their services to the Company.

Item 11. Security Ownership of Management and Certain Others

Based on information which has been made available to the Company by its stock
transfer agent, the following table sets forth, as of February 24, 2000, the
shares of common stock owned by each current director, by directors and
executive officers as a group and by each person known by the Company to own
more than 5% of the outstanding Common Stock:

Title of Class            Name and Address of          Number         Percent
                           Beneficial Owner           of Shares     of Class (1)

Common Stock             Michael Harrop              11,994,962          12%
                         c/o 1401 17th Street
                         Ste. 1100
                         Denver, Colorado 80202

Common Stock             Ricky Smith                 78,900,000 (2)      79%
                         c/o Thomas Howard, Esq.
                         555 17th Street
                         Ste. 3200
                         Denver, Colorado 8020

Directors and Executive
Officers as a Group
(three in number):                                   11,994,962          12%

(1) Based on approximately 99,902,058 shares of common stock issued and
outstanding on February 24, 2000, of which 78,900,000 are the subject of
dispute. (See footnote 2 immediately below and "Part I, Item 3. Litigation.")

(2) The validity of the issuance of these shares are currently the subject of
litigation. (See "Part I, Item 3. Litigation.")

<PAGE>


Item 12. Certain Transactions

No disclosure is required under this item.

PART IV

Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

The following documents and reports have been filed as a part of this report:

1.   Exhibits required by Item 601:
         3.1. Articles of Incorporation*
         3.2. Bylaws*
          27  Financial Data Schedule

2.   Reports on Form 8-KSB:
         June 25, 1999 (Addition of directors; New executive  officers)
         July 27, 1999 (Litigation regarding PFB, et. al.)

*    Incorporated by reference in registrant's Form S 18 effective October 27,
     1986.

**   Filed herewith

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.

HAAS NEUVEUX & COMPANY

Date: March 2, 2000               By: /s/ Michael Harrop
-------------------               ----------------------
                                  Michael Harrop, President,
                                  Chief Executive Officer

Date: March 2, 2000               By: /s/ Michael Harrop
-------------------               ----------------------
                                  Michael Harrop, Chief Financial and Accounting
                                  Officer, Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Date: March 2, 2000                By: /s/ Michael Harrop
-------------------                ----------------------
                                   Michael Harrop, Director






<PAGE>

Item 2(1) Form 8-KSB dated June 25, 1999


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-KSB
                                 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                  June 25, 1999
                                (Date of Report)

                             Haas, Neuveux & Company
             (Exact Name of Registrant as specified in its charter)

                                    Colorado
                 (State or other jurisdiction of incorporation)

        33 7945 D                                        84-1032191
(Commission File Number)                    (IRS Employer Identification Number)

                1999 Broadway, Ste. 3250, Denver, Colorado 80202
           (Address of principal executive offices including zip code)

                1999 Broadway, Ste. 3250, Denver, Colorado 80202
                      (Mailing address, including zip code)

                                 (303) 292-2992
               (Registrant's telephone number including area code)

               4221 E. Pontatoc Canyon Dr., Tucson, Arizona 85718
          (Former name or former address, if changed since last report)

<PAGE>


Item 1. Change in Control of Registrant:

Haas Neuveux & Company (Company) on June 25, 1999, held a formal meeting of its
board of directors (Board of Directors) at 10:00 AM MDST 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 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 now consists of Messrs. Michael
Harrop, Roger Tompkins and Charles Tatnal. The executive officers now serving
the Company are (1) Mr. Roger Tompkins (Chairman of the Board of Directors,
Chief Executive Officer and President) and (2) Mr. Charles Tatnal (Chief
Financial and Accounting Officer and Treasurer).

Item 2. Acquisition or Disposition of Assets:

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
Productos Forestales Bolivar, C.A. (PFB), to perform under its contract with the
Company dated December 14, 1998 (Contract). It was determined that PFB was in
material default under the Contract and the Contract was rescinded effective
immediately.

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 authorized Mr. Tompkins to
send PFB a formal notification of the recision of the Contract to include the
forthwith demand of the return of all shares issued to PFB under the Contract,
absent which arbitration will be initiated.

The Company at this meeting also authorized Mr. Tompkins to engage counsel and
Halliburton Hunter & Associates for the purpose of forthwith (1) preparing
annual audits for the fiscal years ended September 30, 1997, and September 30,
1998, (2) preparing unaudited interim financial statements from and after
September 30, 1997, and (3) preparing and filing all necessary and required
reports under the Exchange Act.

Item 3. Bankruptcy or Receivership: None.

Item 4. Changes in Registrant's Certifying Accountant: None.

Item 5. Other Events: None.

Item 6. Resignation of Registrant's Directors: None.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits:
None.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

HAAS NEUVUEX AND COMPANY (Registrant)


By: /s/ Roger F. Tompkins
-------------------------
Roger F. Tompkins, Chief Executive Officer

Date: June 28, 1999

<PAGE>


Item 2(2) Form 8-KSB dated July 28, 1999


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8 KSB
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                  July 28, 1999
                                (Date of Report)

                             Haas, Neuveux & Company
             (Exact Name of Registrant as specified in its charter)

                                    Colorado
                 (State or other jurisdiction of incorporation)

       33 7945 D                                         84 1032191
(Commission File Number)                    (IRS Employer Identification Number)

                1999 Broadway, Ste. 3250, Denver, Colorado 80202
           (Address of principal executive offices including zip code)

                1999 Broadway, Ste. 3250, Denver, Colorado 80202
                      (Mailing address, including zip code)

                                 (303) 292 2992
               (Registrant's telephone number including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


<PAGE>


Item 1.  Change in Control of Registrant:  Not Applicable

Item 2.  Acquisition or Disposition of Assets:  Not Applicable

Item 3.  Bankruptcy or Receivership:  None.

Item 4.  Changes in Registrant's Certifying Accountant: None.

Item 5.  Other Events:

On July 28, 1999,  Registrant  initiated litigation in the District Court in and
for the City and  County of  Denver,  State of  Colorado.  The  complaint  seeks
declaratory  relief  against  Productos  Forestales  de Bolivar,  CA (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  Registrant  even after  Registrant's  efforts to obtain
their cooperation in ceasing and desisting in their representations.  Registrant
has asked the court for a declaration as to (1) the individuals constituting the
current board of directors of Registrant,  (2) the individuals currently serving
as officers of Registrant,  (3) which individual properly represents  Registrant
as legal counsel,  (4) whether the common stock issued, but never delivered,  to
Mr.  Smith are  valid  outstanding  shares of  Registrant  and (5)  whether  the
contract between Registrant and PFB is or has ever been a valid agreement.

Item 6.  Resignation of Registrant's Directors:  None.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits:

         None.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

HAAS NEUVUEX AND COMPANY (Registrant)

By: /s/ Roger F. Tompkins
   -------------------------
   Roger F. Tompkins, Chief Executive Officer

Date: July 28, 1999


<PAGE>


                                    Exhibit A

                        Complaint for Declaratory Relief

          DISTRICT COURT, CITY AND COUNTY OF DENVER, STATE OF COLORADO



HAAS, NEUVEUX & COMPANY,
  Plaintiff

vs.

PRODUCTOS FORESTALES DE BOLIVAR CA
RICHARD SMITH, a/k/a RICKY SMITH,
NORMAN PIATTI, and
DAVID BOVI,
  Defendants

COMPLAINT FOR DECLARATORY RELIEF PURSUANT TO CRCP 57

Plaintiff,  Haas,  Neuveux & Company,  by it attorney,  Mark S. Pierce,  for its
Complaint for Declaratory Relief states the following:

                            JURISDICTION AND PARTIES

1.  Plaintiff  Haas,  Neuveux  &  Company  (Plaintiff  or  HANX)  is a  Colorado
corporation  which  maintains  its  principal  place of business in the State of
Colorado at 1999 Broadway, Ste. 3235, Denver, Colorado 80202.

2.  Plaintiff  has a  class  of  equity  securities  (i.e.,  its  common  stock)
registered  under  Section  12(g) of the  Securities  Exchange  Act of 1934,  as
amended (Exchange Act), and is, therefore,  along with its affiliates,  required
to file reports under the  provisions of Section 13 of the Exchange Act with the
U.S. Securities and Exchange Commission (SEC).

3.  Plaintiff has filed this  complaint  under Rule 57 of the Colorado  Rules of
Civil Procedure for the purpose of praying for a declaration  from this Court as
to (1) the individuals constituting the current board of directors of Plaintiff,
(2) the  individuals  currently  serving as  officers  of  Plaintiff,  (3) which
individual properly represents  Plaintiff as legal counsel, (4) whether the Hanx
Common Stock, as defined below,  are valid  outstanding  shares of Plaintiff and
(5)  whether the PFB  Contract,  as defined  below,  is or has ever been a valid
agreement.

4.  Defendant  Productos  Forestales  Bolivar,  CA  (Defendant  PFB),  is,  upon
information  and belief,  an entity  organized under the laws of Venezuela which
maintains its principal  place of business in Venezuela at Urb La Corniz,  Calle
Tegucigalpa,  Manzana No. 1, Quinta No. 6, Puerto  Ordaz Edo Boliar,  Venezuela,
and which has, upon  information and belief,  no place of business in the United
States.

5.  Defendant  Richard  Smith,  a/k/a Ricky Smith  (Defendant  Smith),  is, upon
information  and belief,  a resident of Venezuela  who  maintains  his principal
place of business and abode in Venezuela  at Urb La Corniz,  Calle  Tegucigalpa,
Manzana No. 1, Quinta No. 6, Puerto  Ordaz Edo Boliar,  Venezuela,  and who has,
upon information and belief, no place of business in the United States.

6. Defendants PFB and Smith have  transacted  business in Colorado in regards of
their relationship with and demands of Plaintiff, including, without limitation,
their  efforts to gain  influence  over and  control of the books and records of
Plaintiff   located  in  Colorado  at  the  offices  of   Plaintiff's   auditor,
Halliburton,  Hunter  &  Associates  (Halliburton,  Hunter  &  Associates),  and
Plaintiff's transfer agent, American Securities Transfer, Incorporated (AST).

<PAGE>


7. Defendant Norman Piatti (Defendant Piatti) is, upon information and belief, a
resident of Florida who maintains  his principal  place of business and abode at
931 Village Blvd., Ste. 905  168, West Palm Beach, Florida 33409.

8.  Defendant  Piatti has  transacted  business  in  Colorado  in regards of his
demands of and business dealings with Plaintiff,  including, without limitation,
physically attending meetings in Colorado with Halliburton,  Hunter & Associates
and AST, and his  attempting to gain influence over and control of the books and
records of Plaintiff which are located in Colorado at its auditor's and transfer
agent's offices.

9. Defendant David Bovi  (Defendant  Bovi) is, upon  information  and belief,  a
resident  of Florida  who  maintains  his  principal  place of  business  at 319
Clematis Street, Ste. 812, West Palm Beach Florida 33401.

10. Defendant Bovi has physically  transacted business in Colorado in regards of
his demands of  Plaintiff  and of its agents;  specifically,  his demands on and
influence over the transfer agent for Plaintiff,  AST.; further,  Defendant Bovi
has physically  transacted  business in Colorado in regards of his  relationship
with certain of his clients, each of whom has either made demands of and/or have
had business dealings with Plaintiff in Colorado and each of whom is a defendant
in this action.

11. Venue for this action  resides in this Court  pursuant to the  provisions of
Rule 98 of the  Colorado  Rules of Civil  Procedure  since  (1)  Plaintiff  is a
Colorado corporation with its principal place of business in the City and County
of Denver,  State of Colorado  (2) the actions  complained  of took place in the
City and County of Denver,  State of Colorado,  (3) the  transfer  agent for the
securities  of  Plaintiff  has  received  and acted on the false and  fraudulent
instructions  of Defendants  regarding the control of Plaintiff and of the books
and records of the Plaintiff in the City and County of Denver, and (4) the books
and records at issue reside in the City and County of Denver, State of Colorado.

12. All necessary  parties under C.R.C.P.  Rule 57(j) are before the Court,  and
jurisdiction, in addition to that above specified, resides in this Court because
of the quasi in rem nature of the subject of these proceeds.

                               FACTUAL BACKGROUND

Failure to Consummate PFB Contract:

13. On or about December 14, 1998, Plaintiff,  Defendant PFB and Defendant Smith
executed a contract (the PFB Contract) and delivered  that contract into escrow.
(The PFB Contract is attached as Exhibit A.)

14. Under the PFB Contract it was the intent of Plaintiff, on fulfillment of the
conditions  precedent stated, to acquire from Defendant Smith 100% of the issued
and  outstanding  shares of common stock of PFB (the PFB Common Stock) solely in
exchange for 77,000,000 shares of the common stock of Plaintiff (the HANX Common
Stock);  thereby making Defendant PFB a wholly owned subsidiary of Plaintiff and
establishing Defendant Smith as the majority shareholder of Plaintiff.

15. Defendant Smith has never  transferred and delivered the PFB Common Stock to
Plaintiff  in  consideration  for the HANX  Common  Stock,  even after  repeated
requests and demands therefor.

<PAGE>


16. This condition was material to the consummation of the agreement;  thus, the
PFB Contract never became a binding agreement between the parties.

17.  Article III of the PFB Contract  entitled  Representations,  Agreements and
Warranties of Smith and PFB sets forth various representations and warranties of
Defendants Smith and PFB and also sets forth various exhibits which were to have
been attached.

18. The  representations  and  warranties  specified  in Article  III of the PFB
Contract  were to have been true at closing in order for a binding  agreement to
have been reached between the parties, which representations and warranties were
material to the agreement.

19. The exhibits  specified in Article III of the PFB Contract were to have been
attached prior to the  anticipated  closing in order for a binding  agreement to
have been  reached  between the parties,  which  exhibits  were  material to the
agreement.

20.  Paragraph  3.04 of the PFB Contract  specifies  that an Exhibit 3.04 was to
have been attached containing the names and titles of all directors and officers
of PFB as of the date of the agreement.

21. This exhibit has never been  provided by  Defendants  Smith and/or PFB, even
after repeated requests and demands therefor.

22. This exhibit was material to the  agreement;  thus,  the PFB Contract  never
became a binding agreement between the parties.

23.  Paragraph  3.05 of the PFB  Contract  specifies  that an  Exhibit  3.05 was
attached which was to have set forth PFB's most recent financial statements.

24. This exhibit has never been  provided by  Defendants  Smith and/or PFB, even
after repeated requests and demands therefor.

25. This exhibit was material to the  agreement;  thus,  the PFB Contract  never
became a binding agreement between the parties.

26.  Paragraphs  3.06,  3.07 and 3.16 of the PFB Contract have not been complied
with by either  Defendant  Smith or  Defendant  PFB because of their  failure to
deliver the required  financial  statements under Exhibit 3.05, which provisions
are material to the  agreement;  thus,  the PFB Contract  never became a binding
agreement between the parties.

27.  Paragraph 3.09 of the PFB Contract  specifies  that Defendant  Smith was to
have  allowed  Plaintiff  and/or its  attorneys  the  opportunity  meet with his
accountants  and attorneys to discuss the financial  condition of Defendant PFB,
which was to have made available all books and records of Defendant PFB.

<PAGE>


28.  Defendant  Smith has  failed to  provide  Plaintiff  with the  undertakings
specified in paragraph 3.09 even after repeated  requests and demands  therefor;
specifically, Defendant Smith has refused to provide proof as to the veracity of
those  representations  and warranties set forth in paragraphs 3.01, 3.02, 3.03,
3.04, 3.08, 3.10, 3.11, 3.12, 3.13, 3.16, and 3.18 of the PFB Contract.

29. These  undertakings  were material to the agreement;  thus, the PFB Contract
never became a binding agreement between the parties.

30.  Paragraph 3.21 of the PFB Contract  specifies that Defendant  Smith will be
obligated after the closing date to file a Form 8 KSB with the SEC reporting the
acquisition of Defendant PFB by Plaintiff and the acquisition by Defendant Smith
of the HANX Common Stock.

31. Defendant Smith has not met this legally mandated and unwaivable  obligation
since the closing of the PFB Contract never occurred.

32.  Paragraph 3.21 of the PFB Contract further requires the filing with the SEC
of financial  statements of Defendant PFB allowing  Plaintiff to comply with its
obligations as a fully reporting entity under the Exchange Act.

33. Neither Defendant Smith nor Defendant PFB have met this legally mandated and
unwaivable obligation since the closing of the PFB Contract never occurred.

34. Article IV of the PFB Contract sets forth the representations and warranties
of Plaintiff.

35. The exhibits required of Plaintiff under Paragraphs 4.04 and 4.05 were never
delivered, which exhibits were material to the agreement; thus, the PFB Contract
never became a binding agreement between the parties.

36. The members of the board for Plaintiff on December 14, 1998,  tendered their
resignations to be effective on closing of the PFB Contract.  (The board minutes
of December 14, 1998, for Plaintiff are attached as Exhibit B.)

37. These resignations did not become effective because the PFB Contract was not
consummated.

Issuance of HANX Common Stock; Failure of Delivery:

38. Plaintiff,  in accordance with the requests and representations of Defendant
Smith that he and Defendant PFB would  forthwith be in compliance with the terms
and conditions of the PFB Contract so as to consummate the agreement, issued the
HANX Common Stock to Defendant Smith on or about January 21, 1999.

<PAGE>


39.  Plaintiff  issued the HANX Common Stock pursuant to the  instruction of its
sole executive  officer and director at the time,  that being Mr. Michael Harrop
(Mr. Harrop).

40. These  instructions were lodged with the transfer agent for Plaintiff,  AST,
which,  on or about January 21, 1999,  acted on the instruction of Mr. Harrop as
the sole executive officer and director of Plaintiff.

41. The HANX Common Stock was forwarded to Defendant Smith by Plaintiff so that,
according to the  representations  and warranties of Defendant  Smith,  he could
persuade his silent partners to provide for closing under the PFB Contract.

42. Defendant Smith assured Mr. Harrop on behalf of Plaintiff that he would hold
the HANX Common  Stock until  closing and would not  consider  the PFB  Contract
closed until such times as the terms and conditions  specified  therein were met
by Defendants  Smith and PFB and would not be the owner of the HANX Common Stock
until the closing had transpired.

43.  Defendants Smith and PFB did not provide for closing under the PFB Contract
as promised, and subsequently refused to return the HANX Common Stock.

44. Mr. Harrop on March 28, 1999, as the sole executive  officer and director of
Plaintiff  then lodged stop  transfer  instructions  with AST for the purpose of
precluding  Defendant Smith from further  transferring the HANX Common Stock. (A
copy of these instructions and the corresponding  board resolutions of March 26,
1999, are attached as Exhibit C.)

45. AST acted on these instructions.

46.  Mr. Harrop, on behalf of Plaintiff, and Defendant Smith, on
behalf of himself and Defendant PFB, then had a series of oral
communications.

47.  Defendant  Smith in this  communications  assured  Mr.  Harrop  that he and
Defendant  PFB had  obtained  the  acquiescence  of his silent  partners  to the
transaction.

48. Defendant Smith, further in these communications, assured Mr. Harrop that he
and Defendant PFB were shortly to be in compliance with the terms and conditions
necessary  for  closing  under  the  PFB  Contract;  specifically,  but  without
limitation,  that the  financial  statements  of Defendant  PFB  required  under
paragraph 3.05 would be immediately forthcoming.

49. Mr. Harrop  confirmed this  representation  and warranty of Defendant  Smith
with the accountant for Defendant PFB.

50.  Mr.  Harrop,  on  behalf  of  Plaintiff  and  specifically  based  on these
representations  and  subsequent  confirmation,  released on April 21, 1999, the
stop transfer  instructions  lodged with AST. (A copy of these  instructions and
the  corresponding  board resolutions of April 16, 1999, are attached as Exhibit
D.)

<PAGE>


51. Mr.  Harrop  made this  release  on April 21,  1999,  as the sole  executive
officer and director of Plaintiff.

52. AST acted on these instructions.

53. Defendant Smith has never delivered the PFB Common Stock to Plaintiff,  even
after repeated requests and demands therefor.

54. Defendants Smith and PFB have never delivered to Plaintiff the PFB financial
statements  even after repeated  requests and demands of Plaintiff  therefor and
these Defendants' promises in regards thereof.

55.  Defendants  Smith and PFB have not complied with the  conditions  precedent
contained in Article III of the PFB Contract;  specifically, the representations
and  warranties  therein  are not now,  nor have they ever been,  true,  and the
exhibits required to be attached to the agreement have never been provided.

56.  Defendant Smith has not otherwise  provided  consideration to Plaintiff for
the HANX Common Stock.

57. Defendant Smith is, therefore, not the legal owner of the HANX Common Stock,
having failed to deliver any consideration therefor, and is not a shareholder of
Plaintiff.

58. Defendant Smith is, therefore,  not the legal owner of the HANX Common Stock
since the shares were not  delivered by Plaintiff;  specifically  because of the
representations  and  warranties  of  Defendant  Smith on behalf of himself  and
Defendant PFB that he would not be the owner of these shares until closing under
the PFB Contract.

Officers and Directors of Plaintiff:

59.  Plaintiff,  as a fully reporting entity under Section 12(g) of the Exchange
Act, is required to maintain accurate and complete books and records,  including
minutes of its board and shareholder meetings and consents.

60. Plaintiff, since inception, has maintained such books and records.

61.  Plaintiff's minute book recording the actions of its board and shareholders
is accurate, complete and up to date.

62.  Plaintiff's  minute book, under the Colorado  Corporations and Associations
Act, conclusively establishes the board and officers of Plaintiff.

63.  The  aforesaid  minute  book,  in the  original,  is in the  possession  of
Plaintiff's Secretary,  who maintains his principal business offices in the City
and County of Denver,  State of Colorado,  at the principal executive offices of
Plaintiff.

64.  Plaintiff,  as a fully reporting entity under Section 12(g) of the Exchange
Act, is required to file periodic reports with the SEC.

65. These reports are electronically  filed under penalties of perjury using the
EDGAR  system  established  and  maintained  by the SEC.

66. The filing of these reports requires the obtaining of codes by Plaintiff.

<PAGE>


67. These codes are secret and  confidential  and are maintained by Plaintiff at
its principal executive offices in the City and County of Denver.

68.  These  codes are  comprised  of three  separate  lines each  consisting  of
approximately eight to ten different single digit numbers, letters and symbols.

69. The statistical  probability of duplicating  these codes and providing for a
false  filing with the SEC of the  Plaintiff's  period  reports  under the EDGAR
system is extremely remote.

70. The reports  required of  Plaintiff  by the SEC under the  Exchange  Act set
forth the officers and directors of Plaintiff.

71.  Plaintiff  is current in its reports with the SEC on the EDGAR system under
the Exchange Act.  (Attached as Exhibit H is a copy of  Plaintiff's  most recent
annual report specifying the directors and executive officers of Plaintiff.)

72. The minute book and periodic  filings of Plaintiff with the SEC on the EDGAR
system under the Exchange Act conclusively  establish that the sole directors of
Plaintiff are Messrs. Michael Harrop, Roger Tompkins and Charles Tatnall.

73. The minute book and period  filings of  Plaintiff  with the SEC on the EDGAR
system under the Exchange Act  conclusively  establish that the sole officers of
Plaintiff are Messrs.  Roger Tompkins (Chief  Executive  Officer and President),
Charles Tatnall (Chief Financial and Accounting  Officer and Treasurer) and Mark
S. Pierce (Secretary).

74. The minute book and periodic  filings of Plaintiff with the SEC on the EDGAR
system under the Exchange Act conclusively  establish that Defendants Piatti and
Smith have never been officers or directors of Plaintiff and that Defendant Bovi
has never been legal counsel to Plaintiff.

Fraudulent Misrepresentations of Defendants Bovi, Piatti and Smith:

75. The members of the board for Plaintiff on December 14, 1998,  tendered their
resignations to be effective on closing of the PFB Contract.  (The board minutes
of December 14, 1998, for Plaintiff are attached as Exhibit B.)

76. Closing under the PFB Contract never occurred.

77. Mr. Harrop, as the sole member of the board of Plaintiff,  on June 25, 1999,
appointed  two  additional  directors  to  serve  on the  board  and  the  board
subsequently appointed officers. (A copy of the minutes from the special meeting
of the board of  Plaintiff on June 25, 199, at 10AM MDST are attached as Exhibit
E. A copy of the Form 8 KSB filed by Plaintiff  with the SEC on the EDGAR system
under the Exchange Act and reporting these events is attached as Exhibit F.)

<PAGE>


78. The board governing Plaintiff then instructed counsel to prepare a letter to
Defendants  Smith and PFB informing  them that  Plaintiff no longer  intended to
pursue the PFB Contract to closing.  (A copy of this  correspondence  dated June
30, 1999, is attached as Exhibit G.)

79. The board governing Plaintiff then instructed counsel to prepare a letter to
AST informing them that  Plaintiff was again lodging stop transfer  instructions
against  the HANX Common  Stock.  (A copy of this  correspondence  date June 30,
1999, is attached as Exhibit H.)

80.  Plaintiff then learned that Defendant  Bovi, on instruction  from Defendant
Smith,  had transmitted  correspondence  to AST claiming that Defendant Bovi was
now legal  counsel to Plaintiff  and that  Defendants  Smith and Piatti were the
sole directors and executive officers of Plaintiff.

81. This correspondence,  on information and belief,  enclosed consents prepared
by Defendant Bovi for Defendants Smith and Piatti.

82.  These  consents  purport to take action on behalf of Plaintiff by Defendant
Smith as its then majority shareholder.

83.  Irrespective  of whether  Defendant Smith is or ever was the valid owner of
the HANX Common Stock,  the Colorado  Corporations and Associations Act does not
allow shareholders to act by consent unless all shareholders sign the consent.

84. The consents prepared and provided by Defendant Bovi on behalf of Defendants
Smith and Piatti were not, on information and belief,  unanimous;  further,  the
shareholders  of Plaintiff were not solicited in accordance  with Regulation 14C
under the Exchange Act or otherwise  for the purpose of obtaining  their consent
to the foregoing, as required by Colorado and federal law.

85. The consents  prepared by Defendant  Bovi on behalf of Defendants  Smith and
Piatti and  submitted  to AST are without any force or effect under the Colorado
law.

86.  Defendants  Bovi,  Smith and  Piatti,  after being  orally  informed of the
foregoing  invalidity on July 6, 1999,  and again by written  correspondence  on
July 27, 1999, have refused and failed to withdraw their instruction to AST.

87. In fact,  Defendant  Bovi,  on behalf of himself  and  Defendants  Smith and
Piatti,   transmitted  a  correspondence  dated  July  14,  1999,  to  Plaintiff
specifically  claiming  that  Defendant  Bovi was  appointed  legal  counsel  to
Plaintiff  by virtue of  Defendant  Smith's  actions as the  purported  majority
shareholder  of  Plaintiff.  (A copy of the July 14, 1999,  correspondence  from
Defendant Bovi is attached as Exhibit I.)

88. This  correspondence  further  claims  that  Defendant  Smith has  appointed
himself and Defendant  Piatti to the board and as an officer of Plaintiff as the
purported majority shareholder of Plaintiff.

89. The board  governing  Plaintiff then  instructed  legal counsel to prepare a
correspondence addressing the July 14, 1999, correspondence of Defendant Bovi on
behalf of himself and Defendants  Smith and Piatti,  requesting  that Defendants
Bovi,  Smith and Piatti withdraw their  correspondences  and consents to AST and
cease and desist in their representations that (1) Defendant Bovi is or ever was
legal counsel to the Company and (2) Defendants Smith or Piatti are or ever were
directors and/or executive officers of Plaintiff.  (A copy of the July 25, 1999,
correspondence to this effect is attached as Exhibit J.)

<PAGE>


90. Defendants Bovi, Smith and Piatti have not responded to this correspondence.

91. Defendant Piatti,  during May, 1999, traveled to Denver,  Colorado,  for the
purpose  of  meeting  with the  auditor of  Plaintiff,  Halliburton,  Hunter and
Associates, and with AST.

92. At these meetings,  Defendant Piatti represented  himself as being the owner
of Plaintiff and in control of the entity.

93. Neither Defendant Smith nor Defendant Piatti have ever filed the appropriate
forms with the SEC (those being a Form 8 KSB, Form 3 and Schedule 13D) reporting
their claimed ownership or control,  nor has, on information and belief,  all or
any portion of the HANX Common  Stock been  transferred  by  Defendant  Smith to
Defendant Piatti.

94. AST, as the transfer  agent of Plaintiff,  has  inexplicably  acted on these
materially false and fraudulent misrepresentations of Defendants Bovi, Smith and
Piatti to the detriment of Plaintiff.

95.  Halliburton,  Hunter &  Associates  has refused to act on these  materially
false and fraudulent misrepresentations of Defendants Bovi, Smith and Piatti.

96. The  representations of Defendants Bovi, Smith and Piatti claiming that they
are now or were ever  directors,  executive  officers  and/or  legal  counsel of
Plaintiff are materially false and fraudulent, and these defendants have refused
to withdraw their  representations to this effect even after the substantial and
immediate efforts of Plaintiff set forth above.

97. Plaintiff has been substantially  damaged by the actions of Defendants Bovi,
Smith and Piatti in this regards.

Attempted  Fraudulent  Transfer of HANX  Common  Stock from  Defendant  Smith to
Defendant Piatti:

98.  Plaintiff  has now learned  through  conversations  between Mr.  Harrop and
Defendant Piatti,  that Defendant Smith attempted to transfer all, or at least a
portion,  of the HANX Common  Stock to  Defendant  Piatti in exchange  for those
assets which Defendant Smith purported to own through  Defendant PFB at the date
of the PFB Contract, December 14, 1998.

                                CLAIM FOR RELIEF

99.  Plaintiff  incorporates  by  reference  the  allegations  contained  in all
preceding paragraphs as if set forth fully herein.

100. Plaintiff seeks declaratory  relief,  pursuant to the Colorado  Declaratory
Judgments Law, West C.R.S.A.  Sections 13 51 101, et. seq. and C.R.C.P.  Rule 57
on the following points:

101.  In  requesting  this  declaratory  relief,   Plaintiff  is  requesting  an
interpretation  of the rights,  legal  status and  relationships  of the parties
under the above law and facts.

102. These  interpretations  are appropriate under the provisions of the Uniform
Declaratory Judgments Law, West C.R.S.A. sections 13 51 101, et. Seq. (1989) and
C.R.C.P. Rule 57.

WHEREFORE,  Plaintiff  request that this Court  determine the rights,  status or
other legal relations of the parties under the above law and facts,  and for all
other relief to which Plaintiff may be entitled;  specifically, a declaration as
to (1) the individuals constituting the current board of directors of Plaintiff,
(2) the  individuals  currently  serving as  officers  of  Plaintiff,  (3) which
individual properly represents  Plaintiff as legal counsel, (4) whether the Hanx
Common Stock are valid  outstanding  shares of Plaintiff and (5) whether the PFB
Contract is or has ever been a valid agreement

Respectfully submitted this 28th day of July, 1999.

/s/ Mark S. Pierce
------------------
Mark S. Pierce
Registration No. 13416
Attorney for Haas, Neuveux & Company
1999 Broadway, Ste. 3235
Denver, CO 80202
Telephone No.: (303) 355  4712