U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A-3
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT 1934
For the Third Quarter ending December 31, 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 1, 2000
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]
<PAGE>
INDEX
PART I - Financial Information
Item 1. Financial Statements................................3
Consolidated Balance Sheet as of December
31, 1999...............................................4
Consolidated Statements of Operations for the
three month periods ended December 31, 1999
and 1998...............................................5
Consolidated Statements of Operations for the
nine month periods ended December 31, 1999
and 1998...............................................6
Consolidated Statements of Cash Flows for the
nine month periods ending December 31, 1999
and 1998...............................................7
Notes to Consolidated Financial Statements.............8
Item 2. Management's Discussion and Analysis of Plan of
Operation...........................................9
PART II - Other Information...................................10
Item 4. Submission of Matters to a Vote of
Security Holders....................................10
Item 5. Other Information...................................11
Item 6. Exhibits and Reports................................11
Signature.....................................................12
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Green Machine Development Corp. hereby files this Amendment
No. 3 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 December
31, 1999 and its Amendment Nos. 1 and 2 on Form 10-QSB/A for the
period ended December 31, 1999. This Amendment No. 3 to the
Registrant's Form 10-QSB/A is being filed to provide comparative
financial information previously inadvertently omitted from Part I.,
Item 1. of its Quarterly Report on Form 10-QSB and Amendment Nos. 1
and 2 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-3 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>
Dec 31, 1999 Mar 31, 1999
(Unaudited) (Audited)
----------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 8,118 $ 0
Investments 139 0
Prepaid 2,496 10,753
----------- ----------
Fixed Assets (net) 550 823
----------- ----------
Other Assets:
Investment in Real Estate 412,444 0
Deposit on Real Estate 15,000 0
Organization costs (net) 3,164 4,664
----------- ----------
415,608 4,664
$ 426,911 $ 5,487
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Mortgages and Loans Payable $ 25,000 $ 89,886
Shareholder Loans 483,137
Accrued expenses 12,785 0
----------- ----------
$ 520,882 89,886
----------- ----------
Stockholders' Equity:
Common stock, $.001 par
value, 50,000,000 shares
authorized; 11,700,000 shares,
issued and outstanding 11,700 11,700
Paid in Capital 25,000 0
Deficit accumulated during
development stage 119,971) 96,099
----------- ----------
TOTAL STOCKHOLDER EQUITY (96,971) (84,399)
----------- ----------
TOTAL LIABILITIES & STOCKHOLDER EQUITY $ 426,911 $ 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
Dec 31,
1999 1998
------ ------
<S> <C> <C>
Revenue $ 0 $ 0
----------- ----------
Expenses:
Amortization and depreciation 591 591
General and administrative 3,852 10,357
Professional fees 0 3,500
Selling and marketing 2,600 1,863
----------- ----------
7,043 16,311
----------- ----------
Operating Loss (7,043) (16,311)
----------- ----------
Other income 54 (254)
----------- ----------
Net loss $ (6,989) $ (16,565)
----------- ----------
Net loss per share $ (0.001) $ (0.001)
========== ==========
Basic Diluted Weighted Average/
Basic Diluted Common Stock 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 OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the nine months ended
Dec. 31
1999 1998
------ ------
<S> <C> <C>
Revenue $ 0 $ 6,000
---------- ----------
Expenses:
Amortization and depreciation 1,774 1,773
General and administrative 14,629 25,666
Professional fees 7,935 5,000
Selling and marketing 7,648 6,592
---------- ----------
31,986 39,031
---------- ----------
Operating Loss (31,986) (33,031)
---------- ----------
income 3,171 (1,571)
---------- ----------
Net loss $ (28,815) $ (34,602)
---------- ----------
Net loss per share $ (0.001) $ (0.001)
---------- ----------
Basic Diluted Weighted Average/
Basic Diluted Common Stock 11,700,000 11,700,000
========== ===========
</TABLE>
See Accompanying Notes to Financial Statements.
6
<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 nine months ended
DEC. 31,
1999 1998
------ ------
<S> <C> <C>
Operating activities:
Net loss $ (28,815) $ (34,602)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Amortization and depreciation 1,774 1,773
Changes in Assets and Liabilities:
(Increase) decrease-investments 1,151 38,064
(Increase) decrease-prepaid (2,496) 0
(Increase) decrease-notes rec. 15,000 (11,000)
Increase (decrease)-accrued 12,745 0
---------- -----------
Net cash provided (used) in
Operating activities (641) (5,765)
---------- -----------
Investing activities:
Purchase - investments (5,000) 0
Purchase real estate (59,288) (262,040)
---------- -----------
Net cash provided (used) by
investing activities (64,288) (262,040)
---------- -----------
Financing activities:
Proceeds from mortgage and loan 25,000 0
Proceeds from shareholder loan 19,615 315,805
Proceeds (Payout)-capital stock 0 (10,000)
Proceeds-Paid in capital 25,000 0
---------- -----------
Net cash provided (used)
by financing activities 69,614 305,805
---------- -----------
Net change in cash 4,685 38,000
Cash - beginning 3,433 21,545
---------- -----------
Cash - ending $ 8,118 $ 59,545
========== ===========
</TABLE>
See Accompanying Notes to Financial Statements.
7
<PAGE>
GREEN MACHINE DEVELOPMENT CORP.
F/K/A/ VIVA GOLF MANUFACTURING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENT
(unaudited)
1. 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 should be
read in conjunction with the financial statements and notes
thereto as of March 31, 1999, contained in the Company's
Annual Report on Form 10-K.
2. EARNINGS (LOSS) PER SHARE
-------------------------
Per share information is computed based on the weighted
average number of shares outstanding during the year.
8
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS
The Company had $5,487 in assets on April 1, 1999, the beginning of
Fiscal Year 2000 which ends on March 31, 2000 and had assets of
$426,911 at the end of the 3rd quarter due to the contribution to
capital on June 17, 1999 by Green Machine Management, Corp. There
were no revenues for the 3rd quarter ending 12/31/1999 nor were
there any revenues for the previous 2 quarters compared to $6,000
in revenue for the same nine month period in 1998. Quarterly
operating expenses were reduced over 50% in the 3rd quarter 1999
compared to 3rd quarter 1998 and operating losses were reduced
from $34,602 to $28,815, for the same nine month period in 1998.
PLAN OF OPERATION
The Company owns two parcels of real estate and has a contract to
purchase another property across the street from Parcel "A"
A. 2 building lots #25/27 south side of Hudson Ave., on the
Intracoastal Waterway (ICW) in Ocean Ridge, Palm Beach
County, Florida.
B. Two triplex lots which will be developed as a (7) seven
unit townhouse condominium in Delray Beach, Florida.
C. Parcel on the north side of Hudson Avenue on the ICW,
Ocean Ridge, Florida, across the street from Parcel "A"
under contract for $605,000.
Parcel "A"
----------
This property is owned free and clear and has been divided into
two building lots. The site work, fill and clearing, has been
completed and a "Rip Rap" seawall has been constructed along the
ICW. The Department of Environmental Protection is expected to
make final inspection in January and to approve an agreed
administrative order for several minor violations of the permit.
This agreement results in the future payment by the Company of a
settlement of $1250. Preliminary plans for the two new dwellings
were reviewed and approved by the town of Ocean Ridge and
construction drawings are being completed. The marketing of the
two luxury homes has been planned and magazine advertisement will
commence with the Listing of the new construction in the Palm
Beach Multiple Listing within 45 days. Construction of the two
luxury homes will begin upon the sale of at least (1) one unit.
The listing price of $1.3 million is expected to generate an
actual sale of between $1.2 and $1.4 million for each unit,
depending on custom features required by the purchasers. The "Rip
Rap" wall permit also included the approval of approximately 200
9
<PAGE>
feet of "Fishing Docks", 30 feet into the ICW from the new water
line. This area may be developed into a protected dock area for
each of these two luxury homes.
Parcel "B"
----------
The Company owns (2) triplex lots which will be developed as 2
story townhouses. Preliminary review for the seven (7) unit
condominium has been approved by the building inspector. The
Company holds title to the property, subject to a $25,000
mortgage. The Company plans to sell or joint venture this
project.
Parcel "C"
----------
The Company has a contract to Purchase #26 Hudson Ave., Ocean
Ridge, Florida which is expected to close in June or July, pending
the sale of at least one new Luxury home on Parcel "A". The
Company plans to complete a tax free third party exchange, through
the new home purchsaer, to finance the acquisition of the property
and defer income taxes.
The Company will provide a plan for a preliminary review to vacate
the Hudson Avenue section (60' R.O.W.) between parcels "A and C"
for consideration by the municipality. If the R.O.W. abandonment
is ultimately completed the Company plans to build a marine basin
to provide dockage for the expected (6) six or (7) seven units to
be developed.
PART II - OTHER INFORMATION
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On December 21, 1999, a special meeting of the Shareholders was
called by the Board of Directors, at which all Directors and the
holders of a majority of shares of Common Stock attended. A
Resolution was unanimously passed by the Shareholders authorizing
the Board to restructure the Company and eliminate debt since
recent financing was not obtained nor did the Company obtain
trading authority. The Company would attempt to trade some assets
for debt, spinoff other real estate to a subsidiary and acquire
other real estate for future development when the debt was
satisfied, minimizing the company's liabilities.
It was further resolved that S.E.C. Counsel would be consulted on
material changes and review all documents and reports prior to
filing in order to better comply with S.E.C. requirements.
Director Ralph T. Woolbright announced that he intended to resign,
effective upon the Company's announcement of a replacement.
10
<PAGE>
ITEM 5: OTHER INFORMATION
The Company has tentatively agreed with certain Shareholders to
convey the lots at #25 / 27 Hudson Avenue, Ocean Ridge, Florida
in consideration for outstanding loans and interest of
approximately $500,000. When this debt is eliminated the Company
intends to enter into an agreement for acquisition of two major
real estate development projects:
1. 35+ acres of office / commercial Orlando, Florida
2. An approved 948 unit residential development in
Port Richey, Pasco County, Florida
The Company plans a stock dividend to it's shareholders sometime
in the next quarter, in the subsidiary which will hold title to
the parcel of real estate suitable for the development of a (7)
seven unit townhouse condominium in Delray Beach, Florida.
ITEM 6: EXHIBITS
Exhibit 27, financial data schedule.
This schedule contains summary financial information extracted
from the balance sheet as of December 31, 1999 and the statement
of operations of Green Machine Development, Corp. for the nine
months ended December 31, 1999 included on form 10-QSB for the
quarterly period ended December 31, 1999 and is qualified in its
entirety by reference to such financial statements.
11
<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)
/s/June-Ann Fox
February 29, 2000 June-Ann Fox
Chief Executive Officer
/s/James T. Martin
February 29, 2000 James T. Martin
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheet as of December 31, 1999 and the Statement of Operations for the nine
months ended December 31, 1999,included on Form 10-QSB for the Quarterly Period
ended December 31, 1999 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> OCT-1-1999
<PERIOD-END> DEC-31-1999
<CASH> 8
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 418
<PP&E> 1
<DEPRECIATION> 0
<TOTAL-ASSETS> 427
<CURRENT-LIABILITIES> 510
<BONDS> 0
0
0
<COMMON> 12
<OTHER-SE> (95)
<TOTAL-LIABILITY-AND-EQUITY> 427
<SALES> 0
<TOTAL-REVENUES> 3
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 32
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (29)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (29)
<EPS-BASIC> (0.001)
<EPS-DILUTED> (0.001)
</TABLE>
