Commission File
Number 333-6388
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB/A
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Fiscal Year ended March 31, 1999 Amendment
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
HISTORY
The Company was incorporated in Florida on May 3, 1989, as Florida Tax
Lien, Inc., and had an effective Registration of Securities on April 17,
1990. The offering was made pursuant to Section 8(a) of the Securities Act
and was assigned File #33-30881-A. In June of 1997 the Company
was approved for an SB1 securities offering and this registration was
reassigned S.E.C. File #333-6388
In April of 1996, the Company began the negotiations to acquire Viva
International Products, Inc., a Florida Corporation and the transaction was
completed in August of 1996. Viva developed a new golf club featuring a
jumbo, light-weight head on a flexible graphite shaft.
Operations / Litigation
The Company was unable to attract sufficient capital for television
advertisement, promotion and for distribution in a market that became even
more competitive. In January of 1999, the Company decided not to
continue the golf club business and concentrate on an acquisition or
merger. The Company had ceased all golf operations by the end of it's
fiscal year, March 31, 1999, settling all it's business affairs. The Company
is not aware of any pending or threatened litigation.
The Directors / Officers are as follows:
Ralph T. Woolbright, President/Director, has served as Director since
September, 1996, having extensive professional and practical experience
encompassing marketing, sales management, real estate and country club
development, club operations, hotel management and catering. Mr. Woolbright
began his career in 1971 with Boca Raton Resort and Club, as a front office
manager. As Sales Manager, Ralph implemented sales and marketing programs
resulting in a 20% increase in bookings. In 1977 he became the General
Manager of Broken Sound Golf Club in Boca Raton, Florida and was responsible
for the development of a private golf club from pre-construction to full
operation. In 1986 Mr. Woolbright was the Director of Golf Operations and
Director of Conference Service/Catering at Callaway Gardens Resort Hotel in
Pine Mountain, Georgia. From 1991-1993, Mr. Woolbright was General Manager
of Billy Casper Golf Management, Inc. In 1993, he became the Director of
Marketing for Founders Golf Club Company, where he assembled a national sales
team and developed a new advertising program, resulting in a 15% sales
increase. Recently, Mr. Woolbright served as the Director of Sales and
Marketing for Tour Image Golf Apparel.
John J. Brehm, Secretary / Director, began his career with Levitz Furniture
Corporation in 1967 as a trainee while attending the University of Texas,
Arlington. In 1972, Mr.Brehm was appointed Vice President of Merchandising,
a position he held for nearly twenty years. His responsibilities included
the purchasing, merchandising, advertising and sales of all furniture
products. During this period, Levitz sales grew from $320 million annually
to over $900 million. In 1992, Mr. Brehm became Vice President of Marketing.
In 1996, Mr. Brehm formed Value Import Product, Inc., a marketing and sales
organization supplying furniture products to the domestic retail trade. He
also established International Network, Inc., supplying component parts to
the $20 billion per year United States furniture manufacturing industry.
June-Ann Fox, GRI, CRS, Vice President/Director, is a licensed Florida Real
Estate Broker specializing in waterfront and beach area properties. Ms. Fox
has been associated with J.C. DeNiro International Real Estate, Inc., in
Delray Beach, Florida, for over 3 years. She was elected to serve as a
Director to the South Palm Beach County Realtor Association in 1998 after
having served as Chairperson it's Grievance Committee for 2 years. Ms. Fox
continues to be active in the Palm Beach Realtor Association and currently
serves as Chairperson of the countywide Professional Standards Committee.
During her real estate career, Ms. Fox has earned her Graduate Real Estate
Institute, Certified Residential Specialist and has been named, Realtor
Associate of the Year, along with several production awards.
Prior to entering the Real Estate profession, Ms. Fox operated a private
consulting firm in Ohio where she work with small to medium cities carrying
out their personnel, governmental and labor relations responsibilities.
Compensation For Directors / Officers
There is no current compensation plan for Directors / Officer. Until recent
expiration, the Company provided a two year stock purchase options as
compensation and plans to again provide a stock option as part of a new
compensation package when an acquisition or merger occurs. The Company is
not aware of any instances where an Officer / Director is the beneficial
owner of additional securities other than those listed on the Shareholder's
List.
Related Transactions / Indebtedness
Green Machine Management, Ltd., a Bahamian I.B.C., and a shareholder, and it's
Administrator, George B. Liddy, provide financial consulting services to the
Company.
The Bahamian Company has also provided substantial loans to the Company and hold
s several unsecured notes.
