U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A-2
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT 1934
For the First Quarter ending June 30, 1999
GREEN MACHINE DEVELOPMENT CORP,
(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
VIVA GOLF MANUFACTURING, INC.
(Former name of issuer)
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 [ ]
There were 11,700,000 shares of common stock outstanding at
February 29, 2000
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]
INDEX
PART I Financial Information
Item 1. Financial Statements................................2
Consolidated Balance Sheet as of June
30, 1999...............................................3
Consolidated Statements of Operations for the
three month periods ended June 30, 1999
and 1998...............................................4
Consolidated Statements of Cash Flows for the
three month periods ending June 30, 1999
and 1998...............................................5
Notes to Consolidated Financial Statements.............6
Item 2. Management's Discussion and Analysis of Plan of
Operation...........................................8
PART II - Other Information...................................9
Item 4. Submission of Matters to a Vote of
Security Holders....................................10
Item 5. Other Information...................................11
Item 6. Exhibits and Reports................................12
Signature.....................................................13
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Green Machine Development Corp. hereby files this Amendment
No. 2 on Form 10-QSB/A to amend and supplement Part I, Item 1. of
its Quarterly Report on Form 10-QSB for the period ended June 30,
1999 and its Amendment No. 1 on Form 10-QSB/A for the period ended
June 30, 1999. This Amendment No. 2 to the Registrant's Form
10-QSB/A is being filed to provide comparative financial
information previously inadvertently omitted from Part I., Item 1.
its Quarterly Report on Form 10-QSB and Amendment No. 1 thereto.
In addition, the Issuer, following posting to the SEC's EDGAR site,
discovered that the format of its Form 10-QSB/A and Form 10-QSB/A-1
had been lost during conversion into EDGAR rendering the Financial
Statements unreadable. The filing of this Form 10-QSB/A-2 is
intended to supplement and not supersede the information previously
provided in Part I, Item 1.
3
<PAGE>
GREEN MACHINE DEVELOPMENT CORP.
F/K/A/ VIVA GOLF MANUFACTURING, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
SEPT. 30, 1999 MAR 31,1999
(Unaudited) (Audited)
-------------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 54,961 $ 0
Investments 3,909 0
Prepaid 2,496 0
---------- ----------
Fixed Assets (net) 732 823
---------- ----------
Other Assets:
Investment in Real Estate 390,066 0
Deposit on Real Estate 15,000 0
Organization costs (net) 4,164 4,664
---------- ----------
409,230 4,664
---------- ----------
$ 471,328 $ 5,487
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Mortgages and Loans Payable $ 65,000 $ 89,886
Shareholder loans 481,432 0
Accrued expenses 12,000 0
---------- ----------
$ 588,432 $ 89,886
---------- ----------
Stockholders' Equity:
Common stock, $.001 par value,
50,000,000 shares authorized;
11,700,000 shares issued and out-
standing 11,700,000 11,700,000
Deficit accumulated during
development stage (98,804) (96,099)
---------- ----------
Total Stockholder Equity (87,104) (84,399)
---------- ----------
Total Liabilities & Stockholder Equity $ 471,328 $ 5,487
========== ==========
</TABLE>
See accompanying Notes to Financial Statements.
4
<PAGE>
GREEN MACHINE DEVELOPMENT CORP.
F/K/A/ VIVA GOLF MANUFACTURING, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the three months ended
SEPT 30,
1999 1998
---------- ----------
<S> <C> <C>
Revenue $ 0 $ 0
---------- ----------
Expenses:
Amortization and depreciation 592 591
General and administrative 1,900 9,582
Professional fees 4,435 1,500
Selling and marketing 2,398 1,557
---------- ----------
9,325 13,230
---------- ----------
Operating Loss (9,325) (13,230)
---------- ----------
Other income 2,867 (240)
---------- ----------
Net loss $ (6,458) $ (12,990)
========== ==========
Net loss per share $ (0.001) $ (0.001)
========== ==========
Basic diluted weighted average / Basic diluted
common stock outstanding 11,700,000 11,700,000
========== ==========
</TABLE>
See accompanying Notes to Financial Statements.
5
<PAGE>
GREEN MACHINE DEVELOPMENT CORP.
F/K/A/ VIVA GOLF MANUFACTURING, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the six months ended
SEPT 30
1999 1998
---------- ----------
<S> <C> <C>
Operating activities:
Net loss $ (6,458) $ (12,990)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Amortization and depreciation 592 591
Changes in Assets and Liabilities:
(Increase)decrease-investments (2,620) 0
(Increase)decrease-prepaid (2,496) 0
(Increase)decrease-notes rec. 15,000 (9,000)
Increase(decrease)-accrued 12,000 0
--------- ---------
Net cash provided (used) in operating
activities 16,018 (21,399)
--------- ---------
Investing activities:
Proceeds from sale on investments 18,843
Purchase investments (15,000)
Purchase real estate (43,100) (500)
--------- ---------
Net cash provided (used) by investing
activities (58,100) (18,343)
--------- ---------
Financing activities:
Proceeds from mortgage and loan 65,000
Proceeds from shareholder loan 28,610 (16,918)
--------- ---------
Net cash provided (used) by financing
activities 93,610 (16,918)
--------- ---------
Net change in cash 51,527 (19,974)
Cash-beginning 3,433 21,545
--------- ---------
Cash-ending $ 54,961 $ (1,571)
========= =========
</TABLE>
See accompanying Notes to Financial Statements.
6
<PAGE>
GREEN MACHINE DEVELOPMENT CORP.
F/K/A/ VIVA GOLF MANUFACTURING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
BASIS OF REPRESENTATION
The accompanying financial statements reflect all adjustments
which, in the opinion of management, are necessary for a fair
presentation of the financial position and the results of
operations for the interim periods represented.
Certain financial information which is normally included in
financial statements prepared in accordance with generally
accepted accounting principals, but which is not required for
interim reporting purposes has been condensed or omitted. The
accompanying financial statements and notes thereto as of March
31, 1999, contained in the Company's Annual Report on Form 10-
KSB.
EARNINGS (LOSS) PER SHARE
Per share information is computed based on the weighted average
number of shares outstanding during the period.
7
<PAGE>
VIVA GOLF MANUFACTURING, INC.
N/K/A GREEN MACHINE DEVELOPMENT, CORP.
PRO FORMA BALANCE SHEET
MARCH 31, 1999
(in thousands
<TABLE>
<CAPTION>
Viva Golf Green Machine adj. Pro Forma
Mfg., Inc. Mgmt. Corp.
---------- ----------- ----- ---------
<S> <C> <C> <C> <C>
Assets:
- -------
Current Assets
Cash $ 0 $ 61 $ 61
Securities 0 4 4
------- -------- --------
Total current assets 0 65 65
------- -------- --------
Property and equip. (net) 1 1
------- --------
Other Assets:
Organization costs 5 5
Investment-real estate 0 389 389
Deposit-real estate 0 15 15
------- -------- --------
Total other assets 5 404 409
------- -------- --------
TOTAL ASSETS: 6 469 475
======= ======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities
Mortgage payable 0 40 40
Notes & loans payable 90 472 1(a) 563
Accrued expenses 0 12 12
------- -------- --------
Total current liabilities 90 524 1 615
------- -------- ------- --------
Stockholders' Equity
Common Stock 12 1 (1)(a) 12
Accumulated deficit (96) (56) (152)
------- -------- ------- --------
Total Stockholders'
Equity (84) (55) (1) (140)
------- -------- ------- --------
Total Liabilities
Stockholders' Equity 6 469 475
======== ======== ========
</TABLE>
8
<PAGE>
GREEN MACHINE DEVELOPMENT CORP.
F/K/A VIVA GOLF MANUFACTURING
(A Development Stage Company)
Item 2 Management's Discussion and Analysis
The Company had $5,487 in assets on April 1, 1999, the beginning
of Fiscal Year 2000 and had assets of $440,800, including cash of
$23,564, at the end of this 6 month period. The asset increase
was due to a contribution to capital by Green Machine Management,
Corp (GMMC), the owner of real estate which was purchased through
shareholder loans. The assumption of the shareholder loans of
$477,523 increased this Company's liabilities from $89,886 to
$544,848.
There was income of $2,867 for the 3 month period as compared to
$240 revenue in the same 1998 period. Expenses were reduced this
quarter by about 1/3 as compared to the same periods in fiscal
year 1999, resulting in similar losses of $9,325 for this quarter
and $13,230 for the first quarter 1998 period.
The Company will require sales or substantial new financing in
order to sustain operations and continue plans to develop real
estate.
Plan of Operation
The Company owns and plans to develop two real estate parcels:
1. Large lot on the Intracoastal Waterway (ICW) at 25
Hudson Avenue, Ocean Ridge, Palm Beach County, Florida,
to be divided into two building lots for the
construction of new luxury residencies selling for over
$1 million each.
2. Two triplex lots at the northern terminus of Florida
Blvd, Delray Beach,Florida; to be developed as a 7 unit
townhouse condominium priced at approximately $200,000
each. The Company has a Purchase Contract for the
property as 26 Hudson Avenue, Ocean Ridge, also located
on the ICW on the north side of Hudson Avenue. The
Company expects to take title on this parcel in July of
2000 and plans to request the abandonment of the west
cul-de-sac of the Hudson Avenue (60 foot ROW), between
the owned parcel (1) and the contracted property.
Preliminary Regulatory Review by Environmental and
Engineering Consultants will be conducted to determine
the feasibility of the installation of a Marina Basin
9
<PAGE>
in the vacated street area.
The Company is depending on financing and sales or
deposits on homes to be constructed to consummate its
immediate plan to construct two homes and for the
longer range plan to develop 6 8 homes with the
Marina.
The second parcel for (7) townhouses may be sold to
provide cash and to focus on the luxury home project.
Item 4 - Submission of Matters to a Vote of Security Holders
At a Special Shareholder's Meeting called by the Board of
Directors on June 17, 1999, which was attended by all Board
Members and Representation of approximately 80% if the outstanding
Common Shares, a vote unanimously approved the acquisition of Gren
Machine Management, Corp. (GMMC) through a contribution to
capital. John Brehm tendered his resignation from the Board
effective upon the acceptance of a new Board Member. The Company
filed an Amendment to the Articles of Incorporation for a name
change to "Green Machine Development, Corp." which became
effective July 1, 1999 and will operate GMMC as a wholly owned
subsidiary of GMDC.
The contributed assets include cash, title to (2) real estate
development projects, contracts for additional land purchases,
rquisite environmental engineering, preliminary planning and
architectural designs. GMMC has completed its third annual
financial statements for the quarter ending June 30, 1999, which
is part of this filing.
Item 5 - Other Information
Upon the completion of the Contribution to Capital by GMMC in July
of 1999, Mr. James T. Martin joined Ms. June-Ann Fox and Mr. Ralph
T. Woolbright as members of the Board of Directors. Mr. Martin
is an experienced and licensed General Contractor and also holds
Mechanical and Electrical Licenses in Florida.
GMMC will operate as a wholly owned subsidiary since it holds
title to two real estate parcels and contracts to purchase 26
Hudson Avenue, Ocean Ridge, Florida. This older dwelling has
additionally, two vacant lots on the Intracoastal Waterway (ICW)
across (north) Hudson Avenue from 25/27 Hudson Avenue which is
owned free from encumbrance. The Company is negotiating for two
10
<PAGE>
more parcels which it expects to subdivide into a total of 8 to
9 building lots for luxury dwellings.
The Company holds title to a 2/3 acre parcel in Delray Beach,
Florida, subject to a mortgage recently reduced to $30,000. An
application for abandonment of the City's interest in the terminus
of Florida Blvd. is being prepared. The vacated street portion
will increase the lot size to allow a maximum of 8 townhouses to
be developed. The Company is presently seeking the cooperation
of two owners adjacent to the street for the abandonment. City
planning officials have indicated a preliminary approval
recommendation to City Council for final action. If the
abandonment is not completed the Company expects to build (2)
triplex dwellings or a 7 unit townhouse.
The Company recently received approval for plans to construct an
on site sewer facility which was requisite to the application for
building permits for the two luxury homes to be constructed on the
owned parcel. The Health Department made several revisions and
took about 7 months to approve the innovative system. The
required easements have been surveyed and put into legal form and
the documents are being recorded.
Preliminary architectural designs and elevations indicate that the
2 luxury homes facing the Intracoastal Waterway (ICW) will contain
over 4,000 square feet. The Company expects to sell each for over
$1 million. The large lot is being divided to accommodate the two
dwellings and the division into tow building lots has further
increased the land value and could provide additional profits from
the construction and sale of the first two homes.
The Company settled a minor dispute with the Florida D.E.P.
arising from the construction of a "Rip-Rap" wall to contain
erosion along the ICW. The project is expected to be complete as
soon as additional "Natural Florida Rock" can be delivered for
final facing. The completion of filling which raised the
elevation between 3 and 4 feet and the wall installation increased
this property's value substantially. GMDC may consider the sale
of these two lots. This transaction will be a third party tax
free exchange whereby the Company will obtain title to contracted
parcel at 26 Hudson Avenue, along with the additional property
being negotiated. Obviously this transaction will not only
provide a tax free substantial profit but would eliminate the need
for financing the land acquisition either by loan or equity sale.
GMDC has made advance rent and security payment and executed a
"Letter of Intent" for a lease to relocate administration
operation closer to the field operations. The legal form of lease
is being reviewed and the Company expects to function at the new
11
<PAGE>
office before year's end.
Item 6 - Exhibits and Reports
This schedule contains summary financial information extracted
from the Balance Sheet as of September 30, 1999 and the Statement
of Operations for the six months ended September 30, 1999,
included on Form 10-QSB for the quarterly period ended September
30, 1999 and is qualified in its entirety by reference to such
financial statements.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized
Green Machine Development, Corp.
(Registrant)
February 29, 2000 /s/June-Ann Fox
Chief Executive Officer
February 29, 2000 /s/James T. Martin
Chief Financial Officer
13
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheet as of June 30, 1999 and the Statement of Operations for the three months
ended June 30, 1999,included on Form 10-QSB for the Quarterly Period ended June
30, 1999 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-1-1999
<PERIOD-END> JUN-30-1999
<CASH> 55
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 415
<PP&E> 1
<DEPRECIATION> 0
<TOTAL-ASSETS> 415
<CURRENT-LIABILITIES> 558
<BONDS> 0
0
0
<COMMON> 12
<OTHER-SE> (99)
<TOTAL-LIABILITY-AND-EQUITY> 471
<SALES> 0
<TOTAL-REVENUES> 3
<CGS> 0
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</TABLE>
