Commission File
Number 333-6388
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1999
VIVA GOLF MANUFACTURING, INC.
(Name of small business issuer in its charter)
FLORIDA 65-0594832
(State of incorporation (I.R.S. Employer Identification Number)
200 MacFarlane Dr., Ste 405, Delray Beach, FL 33483
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (561) 276-8226
Check whether issuer (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirement for the past 90 days. Yes (X) No ( )
Number of shares of Common Stock outstanding as of May 29, 1999: 11,700,000
DESCRIPTION OF BUSINESS
In August, 1996, the company became known as Viva Golf Manufacturing, Inc.
(VGMI), upon the acquisition of Viva International Products, Corp. After
substantial research, development and testing, a "High Tech" titanium alloy
oversized golf club head was produced. This head was then matched to a
suitable lightweight, flexible graphite shaft; the combination of which
produced the "Viva Gold Driver" that outperformed the three leading
nationally advertised brands.
The initial production run of heads by the supplier were inferior to the
prototype/design and there was a high percentage of returns. The defect
would appear under certain conditions of repeated use. After months of
"finger pointing", the supplier finally corrected the problem and
installed a suitable quality control system. However, the loss of time
and credibility proved to be devastating.
Viva Golf Manufacturing, Inc. was unable to timely supply a quality golf
products to national and international markets; the marketing and
distribution company expended much of it's resources on the development
of a 30 minute TV infomercial, only to loose TV and cable contracts
that were later unavailable. The delay also caused the company to
experience some credit and financing problems with other suppliers and
creditability shrunk again.
In October 1998, Viva acquired the assets of the marketing and distribution
operations and again attempted to attract new capital, unsuccessfully. In
January of 1999, the shareholders elected a new member to the Board of
Directors and the Board decided to negotiate the cancellation of the
October 1998 acquisition and the corresponding note issued for that
Purchase. The cancelation was completed by March 31, 1999. The company
has basically settled all of it's affairs, wound down the golf business
and is actively negotiating several potential reverse acquisitions. On
June 17th, 1999, Viva entered into a Letter of Intent to acquire Green
Machine Management, Corp. (GMMC) through a contribution of capital by
a common shareholder. The company filed an Amendment to the Articles of
Incorporation for a name change to "Green Machine Development, Corp" and
will operate GMDC as a wholly owned subsidiary.
The GMMC assets include cash, unencumbered title to (2) real estate
development projects, contracts for additional land purchases, requisite
environmental engineering, preliminary planning and architectural designs.
GMMC will complete its audited financial statement for year ending May 31,
1999, it's third annual audited statement. The company plans to complete
land acquisition for the construction of 9 luxury homes on the Intracoastal
Waterway in Ocean Ridge, Florida and a 7 or 8 unit townhouse development
in Delray Beach, Florida.
MANAGEMENT'S DISCUSSION AND ANALYSIS
AND PLAN OF OPERATION
Viva Golf's management anticipates that there will be a change in the
controlling shareholders and management of the company with a merger or
acquisition. The present Management intends to negotiate covenants with
any such company or controlling shareholders that it/they will maintain
this company's registration with Securities and Exchange Commission,
comply with the terms of its Articles of Incorporation and Bylaws in all
respects, file for trading authority, maintain an trading orderly market in
Registrant's Common Stock and otherwise treat present shareholders fairly.
Viva currently has 107 shareholders.
On January 11, 1999, the shareholders of Viva elected a new Director,
June-Ann Fox and the company's Board announced that it was still seeking
a merger or acquisition with a golf orientated firm. However, the entire
golf industry seemed to be experiencing a multitude of problems; any
suitable merger should be entertained since the continued viability of
the company was questionable. The Board agreed to a workout with the
creditor, from whom the company acquired that marketing assets of Viva
Golf USA, Corp., in October, 1998. Since there was little chance that Viva
could continue the production or marketing of it's products; the company
and the creditor agreed to cancel the asset acquisition and the
corresponding note before the end of the fiscal year, March 31, 1999.
Viva has no significant operations, assets or revenues and began negotiating
with several firms for a reverse acquisition. The company entered into a
Letter of Intent with Connect One Telecom Corp. of Delray Beach, FL on
May 7, 1999. However, after a 30 day "Due Diligence" that company was
unable to produce auditable assets or the necessary investment capital to
acquire the three requisite companies involved in the transaction.
On June 17, 1999, Viva accepted, as a contribution to capital, all the
issued outstanding stock of Green Machine Management, Corp. (GMMC). The
contribution to VGMI capital was made by the sole shareholder who is also
the major shareholder of Viva. VGMI has filed for a name change to Green
Machine Development Corp. (GMDC). GMMC will operate as a wholly owned
subsidiary and will have 3 years of audited financial statements at the
completion of the May 31, 1999 statement.
GMDC plans to develop two real estate projects:
(1) 8-9 luxury single family residences on the Intracoastal Waterway with
a planned marina basin/canal in Ocean Ridge, Florida. Price ranges $600,000
to $1,500,000.
(2) 7-8 townhomes in Delray Beach, Florida, priced at $200,000.
VIVA GOLF MANUFACTURING, INC, AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 1999
TABLE OF CONTENTS
Page
Independent Auditor's Report 1
Balance Sheet 2
Statement of Income and Retained Earnings 3
Statement of Cash Flows 4
Statement of Changes in Stockholders' Equity 5
Notes to Financial Statements 6-8
BAUM & COMPANY, P.A.
Certified Public Accountants
1515 University Drive - Suite 209
Coral Springs, Florida 33071
INDEPENDENT AUDITORS REPORT
The Board of Directors
Viva Golf Manufacturing, Inc.
Boca Raton, Florida
We have audited the accompanying balance sheet of Viva Golf Manufacturing,
Inc. and Subsidiary (A Development Stage Company) as of March 31, 1999 and
the related statement of income, cash flows and changes in stockholder's
equity for the year then ended. 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 audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the financial position of Viva Golf Manufacturing, Inc. and
Subsidiary (A Development Stage Company) at March 31, 1999 and the statement
of income, cash flows and changes in stockholder's equity for the year
then ended in conformity with generally accepted accounting principles.
Coral Springs, Florida
June 18, 1999
VIVA GOLF MANUFACTURING, INC, AND SUBSIDIARY
(DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 1999
ASSETS
Property, Plant & Equipment (Net) (Note 1 and 2) 823
Other Assets
Organization costs (net of amortization
Of $5,336) (Note 1) 4,664
Total Assets $ 5,487
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Loan payable -(Note 4) $89,886
Stock holders Equity
Common Stock, par value $.001
50,000,000 shares authorized;
11,700,00 shares, issued and
outstanding 11,700
Accumulated deficit during development state (96,009)
(84,399)
Total Liabilities & Stockholders Equity $ 5,487
See Accountants Report and Notes to the Financial Statements
- - 2 -
VIVA GOLF MANUFACTURING, INC. AND SUSIDIARY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF INCOME AND RETAINED EARNINGS
YEAR ENDED MARCH 31, 1999
Development
Stage__
Revenues $ - 0 -
Operating Expenses
Interest 5,154
Office & administration 2,125
Depreciation & amortization 2,365
9,644
Net (Loss) (9,644)
Accumulated deficit - beginning (86,455)
Accumulated deficit - ending $ (96,099)
Earnings per share nil
See Accountants Report and Notes to the Financial Statements.
- - 3 -
VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
YEAR ENDED MARCH 31, 1999
Cash flows from operations:
Net income (loss) $ (9,644)
Adjustments to reconcile net income
Income used for operations:
Depreciation & amortization 2,365
Changes in Assets and Liabilities:
Decrease in inventory 4,062
Net Cash used for operations: (3,217)
Cash flows from financing activities:
Increase in stockholder loans 3,217
Net change in cash - 0 -
Cash in Bank - Beginning - 0 -_
Cash in Bank - Ending $ - 0 -_
See Accounts Report and Notes to the Financial Statements.
VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
YEAR ENDED MARCH 31, 1999
Additional
Common Stock Paid-In- Accumulated
Shares_ Amount___ Capital__ _ Deficit__
Balance, August 12, 1996 1,700,000 $ 1,700 $ - 0 - $ - 0 -
Issuance of Common
Stock in Acquisition 15,000,000 15,000 - 0 - - 0 -
Retirement of Common
Stock (5,000,000) (5,000) - 0 - - 0 -
Net Loss - 0 - - 0 - - 0 - (48,711)
Balance, March 31, 1997 11,700,000 11,700 - 0 - (48,711)
Net Loss _________ _______ _____ (37,744)
Balance - March 31, 1998 11,700,000 11,700 - 0 - (86,455)
Net Loss - 0 - - 0 - - 0 - (9,644)
Balance - March 31, 1999 11,700,000 $ 11,700 $ - 0 - $(96,099)
See Accountant's Report and Notes to the Financial Statements.
VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
NOTE 1 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Organization
The Company was organized under the laws of the State of Florida on May 3,
1989. On August 12, 1996, the Company acquired Viva International Products,
Inc. by issuing stock to the sole shareholder of the Company. As a result
of this acquisition, the Company (formerly Federal Tax Lien, Inc.) changed
its name to Viva Golf Manufacturing, Inc. and merged the operations of Viva
International Products, Inc. into its Company.
The Company on August 12, 1996, had virtually no assets at the time of
acquisition. The Company was non-operational since inception.
The acquired company has incurred various intangible coasts involved in the
development of its proprietary line of golf clubs.
The Company has elected March 31 as its year end.
The Company is in the development state and requires substantial capital
for marketing, advertising, tooling and production. The future success of
the Company is dependent on its ability to obtain working capital to achieve
these objectives. The Company is still considered to be in the development
state.
Fixed Assets
Fixed Assets are stated at cost and depreciated over their estimated
allowable useful lives (5 to 10 years), using the straight-line method.
Expenditures for major renewals and betterments that extend the useful
lives of fixed assets are capitalized. Expenditures for maintenance and
repairs are charged to expense as incurred.
Income Taxes
In February 1992, the Financial Accounting Standards Board issued Statement
on Financial Accounting standards 109 for "Accounting for Income Taxes." Under
Statement 109, deferred tax assets and liabilities are recognized for the
estimated future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax basis.
Research and Development Costs
Research and development costs are being expensed as incurred.
- - 6 -
VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY
(A DEVELOPMENT STATE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(Continued)
NOTE 1 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Costs
The Company has incurred various expenditures in the formation of its
corporate and organizational structure. Upon commencement of its operations
the deferred costs will be amortized over a period of no greater than sixty
(60) months. Amortization commenced in August 1996.
Earnings Per Share
Earnings per share are computed by dividing net income (loss) for the
period by the weighted average of common shares that are outstanding.
Management Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and revenues and
expenses. The actual outcome of the estimates could differ from the
estimates made in the preparation of the financial statements.
NOTE 2 - PROPERTY, PLANT AND EQUIPMENT
Computer Equipment $ 1,825
Less: accumulated depreciation 1,002
$ 823
NOTE 3 - CAPITAL TRANSACTIONS
On April 17, 1990, the Company received a letter of effectiveness from the
Securities and Exchange Commission for its registration pursuant to a SB-1
filing. The underwriting of its public common stock was unsuccessful, but
170,000,000 shares of its common stock were issued to the organizing group.
On April 16, 1996, the Company recapitalized by reducing its authorized
stock from 500,000,000 shares; .00001 par value to 50,000,000 shares; .001
par value. Pursuant to corporate resolution dated April 16, 1996, the
Company approved a reverse split of its common stock 100 to 1.
Effectively the 170,000,000 shares outstanding was reduced to 1,700,000
shares.
On August 12, 1996, the Company issued 15,000,000 shares to acquire 100% of
the outstanding common shares of Viva International Products, Inc. via a
stock for stock exchange.
On Sept. 5, 1996, the Company changed its name to Viva Golf Manufacturing,
Inc.
VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999
(Continued)
NOTE 3 - CAPITAL TRANSACTIONS
On December 10, 1996, the Board of Directors approved a resolution whereby
five million shares held by a principal shareholder was retired in order to
induce investment financing. The shareholder's loan account was credited
with this transaction for par value of stock retired.
NOTE 4 - LOAN PAYABLE - STOCKHOLDERS
The stockholders have advanced funds and incurred expenditures on behalf
of the reorganization of the Company. The balance of loans due to
stockholders are unsecured with no scheduled repayment.
NOTE 5 - ASSET ACQUISITION
On October 22, 1998, the Company acquired the assets of Viva Golf USA Corp.
from Green Management LTD (Bahamian I.B.C.) for a convertible note of
$150,000. The assets consists primarily of a thirty minute T.V. infomercial
marketing Viva Golf Clubs. Effective as of March 13, 1999, the parties
mutually agreed to rescind the transfer of assets and cancel the note.
NOTE 6 - NOTE RECEIVABLE
As explained in Note 5, the Company issued a $150,000 note due in one year,
unsecured and bearing interest at 8% per annum. The holder may elect to
convert the note into 300,000 shares of common stock, exercisible within
one year. As of March 31, 1999 the note was canceled.
NOTE 7 - RELATED PARTY
A stockholder provides consulting services to the company and his
compensation is based on the future performance of the Company.
Additionally, the stockholder is also a stockholder in the companies
involved in the transaction described in Note 5.
NOTE 8 - SUBSEQUENT EVENT
On June 17, 1999, Viva Golf accepted, as a Contribution to Capital, all
of the issued and outstanding stock of Green Machine Management, Corp., a
Florida Corporation, which will be operated as a wholly owned subsidiary.
- - 8 -
