U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S.E.C. File #333-6388
Form 10-KSB
ANNUAL REPORT UNDER SECTION 15 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Fiscal Year ended March 31, 2000
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
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 10, 2000: 11,700,000.
No preferred shares were ever issued.
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS.........................................................3
ITEM 2. PROPERTIES.......................................................5
ITEM 3. LEGAL PROCEEDINGS................................................5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............5
PART II
ITEM 5. MARKET FOR COMMON EQUITY.........................................6
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION........6
ITEM 7. FINANCIAL STATEMENTS..........................................7-16
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS...................17
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS................................17
ITEM 10. EXECUTIVE COMPENSATION..........................................18
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..18
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................18
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.............................19-24
2
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PART I
ITEM 1 BUSINESS
(A) General Development of Business
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 August of 1996, the Company acquired Viva International Products, Inc., a
Florida Corporation and changed its name to Viva Golf Manufacturing, Inc.
Viva developed a new golf club featuring a jumbo, light-weight head on a
flexible graphite shaft. The initial production of the heads were not manufac-
tured to specification and the Company cancelled the distribution due to
defective returns. The contractor finally admitted the fault, however, the
Company lost the benefit of the $1.4 million of contracted TV advertisement to
air the 30 minute infomercial, the heart of its marketing plan. Additional
competition made it impossible to continue without a major source of capital.
In June of 1999 the Company agreed to aquire Green Machine Management, Corp,
through a contribution to capital by a common shareholder. The transaction was
completed in July of 1999 when the Company changed its name to Green Machine
Development, Corp.
(b) Description of Business
Upon completion of the acquisition of Green Machine Management, Corp.,
which became a wholly owned subsidiary, the Company owned two parcels of Real
Estate and a purchase contract for an additional parcel:
1. Large lot on the Intracoastal Waterway (ICW) at 25/27 Hudson Avenue,
Ocean Ridge, Palm Beach County, Florida, which was divided into two
building lots for the construction of (2) new luxury residences
expecting to sell for about $1.4 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.
3. The Company has a Purchase Contract for the property known 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 westly portion
or 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 Marine
Basin in the proposed street area for use by the residents.
3
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DEVELOPMENT OF REAL ESTATE
The Company received approval for the engineering plans to construct an on site
sewer facility which was requisite to the application for building permits for
the first two luxury homes to be constructed on parcel (1). The Health
Department made several revisions and took about 8 months to approve the
innovative system. The required easements have been surveyed and put into legal
form and those documents have been recorded.
Preliminary architectural designed and elevations were approved indicating that
the 2 luxury homes facing the Intracoastal Waterway (ICW) will contain 4,200
square feet. The company expects to sell each home for about $1.4 million.
The Company has initiated Marketing through the "Listing" of the (2) new
luxury homes in the Palm Beach County Multiple Listing Service (MLS). Adver-
tising renderings of the proposed residences in the high profile "Florida
Luxury Homes Magazine" was started.
The Company is presently negotiating a Joint Venture with several reputable
builders while also in discussion with two qualified purchasers. Initial
meetings with lenders indicates that sufficient capital may be borrowed for the
construction of the two luxury dwellings and acquisition of the contracted
parcel.
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
was completed and the Company plans to build a dock which was also part of the
multi-agencey permit/easement. The completion of filling, raised the elevation
between 3 and 4 feet and the wall installation increased this property's value
substantially. The Company may consider the sale or joint venture development
of these two lots. The transaction would 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. This transaction would
not only provide a tax deferred substantial profet but would eliminate the need
for financing the land acquisition either by loan or equity sale.
4
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ITEM 2 PROPERTIES
The properties owned by the Company described above in ITEM 1(b) Description
of Business: (1) 2/3 of an acre vacant parcel now divided into (2) building
lots on the ICW in Ocean Ridge, each contain approximately 14,000 square feet.
Fee simple title is held in Green Machine Management, Corp (GMMC), a wholly
owned subsidiary. Each lot is suitable for the construction of a luxury
residence having 4,200 sq. ft. The present book value is approximately
$150,000 each, due to accounting methods. Acquisition and improvements have
been financed through shareholders loans of $512,000. (2) The two triplex
lots on Florida Blvd., in Delray Beach, contain 26,770 sq. ft. and this parcel
is suitable for development of a 7 townhouse project. The Company has
attempted to gain the cooperation of two other land owners, on the opposite
side of the street terminus, for a pending abandonment. If the abandonment
is ever successfull, 1 or 2 additional townhouse units would be developed.
This property is also held fee simple by the subsidiary, GMMC. The book value
for this parcel is $107,000. There is a balance of $25,000 on the purchase
money mortgage. (3) GMMC also has a $15,000 deposit on a purchase contract
for additional property for a total of $605,000 on the north side of Hudson
Avenue, along the ICW. An additonal deposit of $50,000 is required by
June 1, 2000 and closing is scheduled for July 1, 2000. The Company is
attempting to mortgage, sell, joint venture or execute an agreement with a
qualified purchaser of a new luxury home to finance the acquisition.
The Company signed a letter of intent to lease about 1,000 square
foot store front for use as an office near the Ocean Ridge Project. However,
after advance rent and security was paid the lease was not executed since the
Landlord did not complete requisites timely and several clauses in the document
conflicted with terms of the Letter of Intent. The company plans on
relocating to a larger space and settle the matter with the Landlord.
ITEM 3 LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings pending or threatened.
ITEM 4 SUBMISSION OF MATTERS TO 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% of the outstanding Common Shares, a vote unanimously approved
the acquisition of Green Machine Management, Corp. (GMMC) through a contribution
to capital. Ralph Woolbright 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 GMDC.
The contributed assets include cash, title to (2) real estate development
projects, contracts for additional land purchases, requisite environmental
engineering, preliminary planning and architectural designs. GMMC had completed
its third annual audited financial statements for the FYE May 31, 1999.
Upon the completion of the Contribution to Capital by GMMC in July of 1999, Mr.
James T. Martin joined Ms. June-Ann Fox and John J. Brehm as members of the
Board of Directors.
5
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PART II
ITEM 5 MARKET FOR COMMON EQUITY
There are approximately 105 holders of the 11,700,000 outstanding common shares.
No preferred shares have been issued. The Company has never paid dividends on
its common shares, nor is there a plan to pay dividends in the near future.
There are no restrictions from making such dividend payments. There is no
market currently for the common shares, however, the Company plans to reapply
for authority on O.T.C. Bulletin board upon completion of filing requirements
and compliance of financial reporting.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company had no revenue in Fiscal 1999 and $3,174 in the current year and
relied on additional shareholder loans for the improvement it's real estate and
administrative expenses.
The Company plans to generate revenue through property sale, joint venture or
building contracts for new luxury homes whereby the purchaser pays for the land
and carries the construction loans. Initial marketing for the latter is already
in progress. The homes are listed in the Palm Beach County Multiple Listing
Service (MLS) for 1.4 million dollars each and advertising was paid by the
Broker, June-Ann Fox, a Director and President.
The price of the luxury homes was determined by taking the average square
footage cost of comparable homes sold in the previous six months. The market
for waterfront homes on the Intracoastal Waterway (ICW) appears to be stable and
prices are rising.
The Company expects to provide supervision and subcontract most of the building
operations. Mr. James T. Martin, a Director, is an experienced and licensed
building contractor.
The Company is relying on a sale of at least 1 new residence to recover the lot
value in order to take title to additional land, presently under contract. In
the event a purchaser is not secured, the Company may issue convertible,
Preferred Shares to finance capital requirements.
6
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ITEM 7 FINANCIAL STATEMENTS
GREEN MACHINE DEVELOPMENT CORP.
AND WHOLLY-OWNED SUBSIDIARIES
(FORMERLY VIVA GOLF MANUFACTURING, INC.)
(A DEVELOPMENT STATE COMPANY)
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
BAUM & COMPANY, P.A.
Certified Public Accountants
1515 University Drive - Suite 209
Coral Springs, Florida 33071
(954) 752-1712
INDEPENDENT AUDITORS REPORT
The Board of Directors
Green Machine Development Corp.
Delray Beach, Florida
We have audited the accompanying balance sheet of Green Machine Development,
Corp. and its wholly-owned subsidiaries as of March 31, 2000 and 1999 and the
related statements 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 disclusures 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 Green Machine Development Corp. and its
wholly-owned subsidiaries at March 31, 2000 and 1999 and the statement of
income, cash flows and changes in stockholder's equity for the year that ended
in conformity with generally accepted accounting principles.
Coral Springs, Florida
May 8, 2000
7 FS Page 1
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TABLE OF CONTENTS
Page
Independent Auditor's Report 1
Consolidated Balance Sheet 2
Consolidated Statements of Income and Retained Earnings 3
Consolidated Statement of Cash Flows 4
Statement of Changes in Stockholder's Equity 5
Notes to Financial Statements 6-9
8
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GREEN MACHINE DEVELOPMENT CORP.
AND WHOLLY-OWNED SUBSIDIARIES
(FORMERLY VIVA GOLF MANUFACTURING, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
YEARS ENDED MARCH 31, 2000 AND 1999
ASSETS
2000 1999
Current Assets
Cash in Bank and Cash Equivalents $13,357 $ -0-
Other Assets
Investments in Real Estate (Note 1) 400,583 -0-
Deposits on real estate 15,000 -0-
Organization costs (net of amortization of $5,836)(Note 1) 2,164 4,664
________ _____
Total other assets 417,747 4,664
Property, plant and equipment (net) (Note 732 823
________ _____
Total assets $431,836 $5,487
======== ======
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Mortgage payable $ 25,000 $ -0-
Loan Payable $512,242 89,886
Accrued expenses 25,285 -0-
________ ______
Total Current Liabilities $562,527 89,886
________ ______
Stockholders Equity
Common Stock, par value $.001
50,000,000 shares authorized:
11,700,000 shares issued and outstanding 11,700 11,700
Accumulated deficit (142,391) (96,099)
_________ ________
(130,691) (84,399)
_________ ________
Total Liabilities and Stockholders Equity $431,836 $ 5,487
========= ========
See accountants compilation report and notes to the financial statements.
9 FS Page 2
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GREEN MACHINE DEVELOPMENT CORP.
AND WHOLLY-OWNED SUBSIDIARIES
(FORMERLY VIVA GOLF MANUFACTURING, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
YEARS ENDED MARCH 31, 2000 AND 1999
2000 1999
Revenues
Fee Income $ -0- $ -0-
Other Income 3,174 -0-
________ ________
Operating Expenses 49,466 9,644
________ ________
Net Income (Loss) (46,292) (9,666)
Accumulated deficit - beginning (96,099) (86,455)
_________ _______
Accumulated deficit - ending $(142,391) $(96,099)
========== =========
Earnings per share $(.004) $ nil
========== =========
See accountants compilation report and notes to the financial statements.
10 Page 3
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GREEN MACHINE DEVELOPMENT CORP.
AND ITS WHOLLY-OWNED SUBSIDIARIES
(FORMERLY VIVA GOLF MANUFACTURING, INC.)
(A DEVELOPMENT STATE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARS ENDED MARCH 31, 2000 AND 1999
2000 1999
Cash flows from operations:
Net loss $(46,292) $(9,644)
Adjustments to reconcile net loss to net cash provided by
Operating activities:
Depreciation and amortization 2,591 2,365
Changes in operating assets and liabilities
Decreases in Inventory -0- 4,062
(Increase) in accured expenses 25,285 -0-
________ ______
Net cash used for operations (18,416) (3,217)
Cash flows from investing activities:
Investment in real estate (400,583) -0-
Deposits on real estate (15,000) -0-
_________ ______
415,583 -0-
_________ ______
Cash flows from financing activities:
Proceeds from note payable 422,356 3,217
Proceeds from mortgage payable 25,000 -0-
_______ _____
Net increase in cash 13,357 -0-
Cash - beginning -0- -0-
_______ _____
Cash - ending $13,357 $ -0-
======= =====
See accountants report and notes to the financial statements
11 SF Page 4
<PAGE>
GREEN MACHINE DEVELOPMENT CORP.
AND ITS WHOLLY-OWNED SUBSIDIARIES
(FORMERLY VIVA GOLF MANUFACTURING, INC.)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
YEAR ENDED MARCH 31, 2000 AND 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- (70,240)
__________ _______ _____ _________
Balance, March 31, 1997 11,700,000 11,700 -0- (70,240)
Net Loss (16,215)
__________ _______ _____ _________
Balance - March 31, 1998 11,700,000 11,700 $ -0- (86,455)
Net Loss (9,666)
__________ _______ _____ ________
Balance - March 31, 1999 11,700,000 11,700 $ -0- $(96,099)
Net Loss (46,292)
__________ ______ _____ _________
Balance - March 31, 2000 11,700,000 $11,700 $ -0- $(142,391)
========== ======= ===== ==========
See Accountant's Report and Notes to the Financial Statements
12 FS Page 5
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GREEN MACHINE DEVELOPMENT CORP.
AND ITS WHOLLY-OWNED SUBSIDIARIES
(FORMERLY VIVA GOLF MANUFACTURING, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
YEARS ENDED MARCH 31, 2000 AND 1999
NOTE 1 SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND OPERATIONS
The Company was organized under the laws of the State of Florida on
May 3, 1989. The Company acts as a financial and management consultant
and develops real estate projects. It is in the development state and
is actively seeking to raise capital to fund its activities. On June
17, 1999, the Company filed an Amendment to the Articles of Incorpora-
tion to change its name to Green Machine Development Corp.
BASIS OF ACCOUNTING
The Company's policy is to prepare its financial statements using the
accrual basis of accounting in accordance with generally accepted
accounting principles.
USE OF 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, the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
13 FS Page 6
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CONSOLIDATION OF SUBSIDIARIES
The Company eliminates all intercompany transactions in its consolida-
tion of its wholly-owned subsidiaries Green Machine Management Corp.
and Mercard Credit Services Corp.
INVESTMENT IN REAL ESTATE
The Company's investment in real estate is stated at cost and related
costs have been capitalized.
FIXED ASSETS
Fixed assets are stated at cost and are depreciated over thier
estimated useful lives (5 to 10 years), using the straight-line method
of depreciation. 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 No. 109. "Accounting for
Income Taxes." Under SFAS No. 109. deferred 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 basis.
In accordance with FASB 109 due to the uncertainty of future operating
profits the Company has taken an 100% valuation allowance against the
tax benefits resulting from the approximate $130,000 of net operating
losses.
NOTE 2 PROPERTY, PLANT AND EQUIPMENT
Fixed assets are comprised of:
Computer equipment $ 1,825
Less: accumulated equipment (1,093)
________
Net fixed assets $ 732
========
14 FS Page 7
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NOTE 3 MORTGAGE PAYABLE
On January 15, 1999, the Company acquired a parcel of land whereby the
seller gave back a $40,000 fixed rate balloon mortgage. The mortgage
is interest free until July 15, 1999, and will accrue interest at 6.5%
per annum. The entire principal balance together with accrued interest
would have been due on October 15, 1999. The note's maturity date
was subsequently extended to October 15, 2000 and the principal
amount was reduced by $15,000 to a balance of $25,000, as of March
31, 2000.
NOTE 4 LOAN PAYABLE - RELATED PARTY
The Company has received funding primarily for its real estate
investing from a related party. The loan plus accrued interest at 6%
per annum is due on or before June 16, 2000. The note is unsecured.
A related party has received various reimbursements of personal
expenditures in exchange for providing office facilities and
administrative services.
NOTE 5 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 Section 8(a) 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 then approved a reverse split of its outstanding stock
100 to 1. Effectively, the 170,000,000 shares outstanding were 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 December 10, 1996 the
Principal agreed to a 5 million share reduction in order to induce
investment financing.
15 FS Page 8
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On September 5, 1996, the Company changed its name to Viva Golf
Manufacturing, Inc.
On October 29, 1998, a subsidiary of the Company received $155,000
pursuant to private placement under Regulation D of the Securities
Act of 1933. On May 31, 1999 the Board of Directors rescinded the
transaction and the $155,000 received was combined with other funds
received from a related party and reclassified as an additional
shareholder loan.
On May 20, 1999, an investor remitted $25,000 as a stock subscription
under the Company's private placement. All parties have agreed to
postpone issuance of stock and treat the advance as a temporary
non-interest loan, which may be refunded or exchanged for 12,500 shares
of free trading common stock. The obligation has been satisfied by a
related party.
On June 17, 1999, Viva Golf Manufactureing, Inc. accepted as a captial
contribution all the issued and outstanding stock of Green Machine
Management Corp., (a Florida Corporation). The company Green Machine
Management Crop., will be a wholy-owned subsidiary. On the same date
the Company filed an Amendment to the Articles of Incorporation for a
name change to Green Machine Development Corp.
NOTE 6 STOCK OPTION PLAN
On July 20, 1999, the Company approved a stock option plan for its two
Corporate Directors. The plan calls for the exercise of up to 100,000
shares in the year 1999 and 100,000 shares in the year 2000 for each of
its two Directors for a total of 400,000 shares. The stock option
exercise is fixed at $1.00 per common share with a minimum of 25,000
shares per transaction. No additional options have been granted and
none have been excercised as of March 31, 2000.
NOTE 7 SUBSEQUENT EVENTS
On April 5, 2000, Green Machine Management Corp. (A wholly-owned
subsidiary) conveyed by quickclaim deed two parcels of land, one to the
Parent Company, GMDC and the other to Mercard Credit Services, Corp.
The Company has agreed in principle, to satisfy the related party loans
on these parcels by transfering all the issued and outstanding stock of
Mercard Credit Services, Inc., to the related party. Additionally,
the subsidiary Green Machine Management Corp., will be spun off as a
stock dividend to the shareholders on a 10:1 basis.
16 FS Page 9
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ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The Directors and Executive Officers of the Company are as follows:
NAME AGE POSITION YEAR ELECTED
June-Ann Fox 52 Director, President 1999
James T. Martin 50 Director, Secretary-Treasurer 1999
John J. Brehm 51 Director, Vic-President 1997
June-Ann Fox, President/Director, is a licensed Florida Real Estate Broker
specializing in waterfront and beach area properties. Ms. Fox has been
associated with RE/MAX in Delray Beach and Boca Raton, Florida, for over 5
years. She was elected to serve as a Director to the South Palm Beach County
Realtor Association in 1998 after having served as Chairperson for the
Association's Grievance and Ethics Committee for 2 years. Ms. Fox continues to
be active in the Palm Beach Realtor Association and currently serves as chair-
person of the countywide Professional Standards Committee. During her real
estate career, Ms. Fox has earned her Graduate Real Estate Institute Award,
Certified Residential Specialist and has been named, Realtor Associate of thekk
Year, along with several production awards.
Prior to entering the Real Estate profession, Ms. Fox operated a private con-
sulting firm in Ohio where she worked with small to mediu;m cities carrying out
their personnel, governmental and labor relations responsibilities.
James T. Martin, Secretary - Treasurer/ Director, graduated from Florida
Atlantic University in 1973 and continued to earn his M. Ed. Degree in 1975.
Mr. Martin has also received diplomas from numerous contracting and construction
institutions and became a licensed real estate agent in 1985. Since 1976, Mr.
Martin has been a State of Florida Registered Electrical Contractor and has a
Block Masters License Unlimited. He has also been a State of Florida Certified
General Contractor since 1981 and a State of Florida Certified Mechanical
Contractor since 1985. In 1992, Mr. Martin became President of A.D.A.
Assistance Corporation, which focuses on major hurricane repair and demolition
work. A.D.A. has successfully bid for government contracts for rehabilitiation
of multi family projects. The Company also specializes in environmental
rehabilitation and demolition or removal of asbestos and other hazardous
materials.
John J. Brehm, Vice President/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 inclused 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 1966, Mr. Brehm formed Value Import Products, Inc., a marketing and sales
organization supplying furntire products to the domiestic retail trade. He also
established International Network, Inc., supplying component parts to the $20
billion per year United States furniture manufacturing industry.
17
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ITEM 10 EXECUTIVE COMPENSATION
ANNUAL COMPENSATION
NAME AND POSITION FISCAL SALARY BONUS OTHER
YEAR COMP.
____________________________________________________________________________
June-Ann Fox, President 2000 $ - - $3,000
James T. Martin, Secretary-
Treasurer 2000 $ - - $2,000
John J. Brehm, Vice-President 2000 $ - - -
COMMON STOCK OPTIONS
YEAR # OF SHARES PRICE/SHARE EXERCISED
____________________________________________________________________________
June-Ann Fox, President 2000 100,000 $1.00 None
James T. Martin, Secretary-
Treasurer 2000 100,000 $1.00 None
John J. Brehm, Vice-President 2000 None
There is no current cash conpensation plan for Directors / Officers in 1999.
The Company authorized a two year stock purchase option as compensation to it's
Directors and plans again to provide stock options as part of a new compensation
package when funds are available.
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNER AND MANAGEMENT
The Company is not aware of any instances where an Officer / Director is the
beneficial owner of additonal securities other than those listed on the
Shareholder's List.
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Green Machine Management, Ltd., a Bahamian I.B.C., 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 holds several unsecured notes. Mr. Liddy is the father of Geoffrey
D. Liddy, the majority shareholder of the Company.
18
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ITEM 13 EXHIBITS AND REPORTS ON FORM 8-K (ITEM 601 OR REGULATION S-B)
The Company did file a Form 8K on May 26, 2000 regarding the Contribution to
Capital by Green Machine Management, Corp. on June 17, 1999. However, this
activity was reported at length in the June 30, 1999 10QSB along with the
Pro Forma Financial Statement.
INDEX
EXHIBIT 1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VIVA GOLF
MANUFACTURING, INC.
EXHIBIT 2 CORPORATE RESOLUTION FOR CONTRIBUTION TO CAPITAL BY GREEN MACHINE
MANAGEMENT, CORP. TO THE COMPANY
EXHIBIT 3 AMENDED ARTICILES OF INCORPORATION FOR NAME CHANGE, REGISTERED AGENT
AND DIRECTORS
EXHIBIT 4 STOCK OPTION AGREEMENT FOR DIRECTORS
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EXHIBIT 1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VIVA GOLF
MANUFACTURING, INC.
Pursuant to the provisions of the Florida Business Corporation Act, the
undersigned corporation adopts the following amendment to the Corporation's
Articles of Incorporation, which amendment was adopted by the shareholders of
the Corporation on January 9, 1997 by the holders of the outstanding common
stock, the only voting group entitled to vote thereon, by written consent
pursuant to Section 607.0704 of the Florida Business Corporation Act. The
number of shares adopting the amendment was sufficient for approval by the
group.
1. The name of the Corporation is VIVA GOLF MANUFACTURING, INC.
2. The Articles of Incorporation of the corporation is hereby amended to
read in their entirety as follows:
ARTICLE I
Name
The name of this Corporation is VIVA GOLF MANUFACTURING, INC.
ARTICLE II
Purpose
The purpose or purposes of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized under the
Florida Business Corporation Act.
ARTICLE III
Capital Stock
The total amount of capital stock which this Corporation has the authority
to issue is as follows:
50,000,000 shares of Common Stock, $.001 par value per share; and
5,000,000 shares of Preferred Stock, $1.00 par value per share.
With respect to the Corporation's Preferred Stock, the Board of Directors
is authorized, subject to limitations prescribed by law, to provide for the
issuance of the shares of such Preferred Stock in series, and to establish from
time to time the number of shares to be included in each series, and to fix the
designation, powers, preferences and relative, participating, optional or other
special rights of the shares of each series and the qualificaions, limitations
or restriction thereof.
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ARTICLE VI
Indemnification of Directors, Officers
and Other Authorized Representatives
Section 1. The Corporation shall indemnify and advance expenses to its
currently acting and its former directors, officers, employees and agents
against liabilities, damages, settlements and expenses (including attorneys'
fees) incurred in connection with the Corporation's affairs to the fullest
extent that indemnification and advancement of expenses is permitted by the
Florida Business Corporation Act. The Board of Directors may by By-law,
resolution, agreement, insurance or otherwise make additional provisions for
indemnification and advancement or expenses of directors, officers, employees
and agents to the fullest extent permitted by the Florida Business Corporation
Act.
Section 2. No future amendment to the Articles of Incorporation of the
Corporation shall affect any right of any person under this Article based on any
event, omission or proceeding prior to such amendment.
ARTICLE V
Severablity
In the event any provision (including any proavision within a single
article, section, paragraph or sentence) of these Articles should be determined
by a court of competent jurisdiction to be invalid, prohibited or unenforceable
for any reason, the remaining provisions and parts hereof shall not be in any
way impaired and shall reamin in full force and effect and enforceable to the
fullest extent permitted by law.
VIVA GOLF MANUFACTURING, INC.
/S/
Charles J. Malone, President
January 13, 1997
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EXHIBIT 2 CORPORATE RESOLUTION FOR CONTRIBUTION TO CAPITAL BY GREEN MACHINE
MANAGEMENT, CORP., TO THE COMPANY
I, Geoffrey D. Liddy, the undersigned sole shareholder of Green Machine
Management Corp. (GMMC), a Florida Corporation, hereby contribute 1,000,000
common shares, all the issued and outstanding stock of GMMC, to Viva Golf
Manufacturing, Inc. (VGMI) of which I am the majority shareholder.
Certificate number 1 issued June 24, 1994 is executed and hereby contributed and
conveyed as a part of this agreement. GMMC and its real estate assets will
become a wholly owned subsidiary of VGMI and will complete its audited financial
statements for the fiscal yuear ending 05/31/1999.
IN WITNESS WHEREOF, the undersigned to contribute to VGMI capital, as of
June 17, 1999.
Green Machine Management, Corp.
/S/
Geoffry D. Liddy
The above shares are hereby accepted by VGMI;
/S/
June-Ann Fox, Secretary, VGMI
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EXHIBIT 3 AMENDED ARTICILES OF INCORPORATION FOR NAME CHANGE, REGISTERED AGENT
AND DIRECTORS.
At a special meeting of the Shareholders held on June 17, 1999, at which meeting
all of the issued and outstanding shares were represented, a resolution was
passed unanimously for an amendment to change the Registered Office/Agent and
the Articles of Incorporation of Viva Golf Manufacturing, Inc. The company was
incorporated May 3, 1986, with document number K86470 by the Florida
Secretary of State, and hereby amends the articles as follows:
ARTICLE I - NAME
The name of this corporation is hereby changed to GREEN MACHINE DEVELOPMENT,
CORP.
ARTICLE V - REGISTERED AGENT AND OFFICE
The name of the registered agent is June-Ann Fox and the street address of the
registered office of this corporation is 200 MacFarlane Drive, Suite 405, Delray
Beach, FL 33483
I, June-Ann Fox, signing these Amendments, accept the duties and
responsibilities as registered agent for said corporation.
ARTICLE VI - BOARD OF DIRECTORS
This corporation has three directors. The number of directors may be increased
or decreased by the bylaws adopted by the stockholders but shall never be less
than one. The names of the current directors are June-Ann Fox, James T. Martin
and John J. Brehm.
IN WITNESS HEREOF, the undersigned President/Director has executed these
amendments of Incorporation this 17th day of June, 1999.
/S/
June-Ann Fox, President/Director
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EXHIBIT 4 STOCK OPTION AGREEMENT FOR DIRECTORS
Green Machine Development Corp. (GMDC) a Florida Corporation, of 200 MacFarlene
Drive, Suite 405, Delray Beach, Florida 33483, the Company; and two individual
Directors June-Ann Fox (JAF) and James T. Martin (JTM), the Parties to this
agreement.
On June 17, 1999, the Company authorized an annual "Stock Purchase Option" to
JAF and JTM. The option amount is one hundred thousand shares of common stock
(100,000 C.S.) each in the year 1999 and the 2000; a total amount of 400,000
shares.
The Parties agree to the following terms and conditions:
1. Notice to exercise all or any part of "option" stock will be
made in writing to the Company, thirty days prior to the expected
delivery.
2. Payment of $1.00 per share for the exercised number of shares will
be paid at the time of delivery of the stock certificate.
3. 25,000 minimum number of shares per option transaction.
July 20, 1999
/S/
Green Machine Development, Corp June-Ann Fox, Individually
/S/ /S/
John J. Brehm James T. Martin, Individually
/S/
James T. Martin, Corporation Secretary
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/
May 22, 2000 June-Ann Fox
Chief Executive Officer
/S/
May 22, 2000 James T. Martin
Chief Financial Officer
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