-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mq2rIWU/Agit9YGKy8CpfVvF6eN8l8Zp0aUC4p5BQP72eqSAkCx6P7ogVZPfQzBV upHg/AGsyIo+VWefvU0qQw== 0001005477-99-001081.txt : 19990311 0001005477-99-001081.hdr.sgml : 19990311 ACCESSION NUMBER: 0001005477-99-001081 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIVA GOLF MANUFACTURING INC CENTRAL INDEX KEY: 0001031829 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 650594832 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-06388 FILM NUMBER: 99561180 BUSINESS ADDRESS: STREET 1: NATIONSBANK BUILDING STE 1 STREET 2: 3900 NO FEDERAL HIGHWAY CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5613619236 MAIL ADDRESS: STREET 1: NATIONSBANK BUILDING STE 1 STREET 2: 3900 NO FEDERAL HIGHWAY CITY: BOCA RATON STATE: FL ZIP: 33431 10-K 1 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FOR ANNUAL AND TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number: 333-6388 VIVA GOLF MANUFACTURING, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Florida 65-0594832 ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 737 N.E. 70th Street Boca Raton, Florida 33487 (Address of Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: (800) 216-4083 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.01 par value (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |_| The aggregate market value of the voting stock held by non-affiliates of the registrant as of _________________, 1999 was approximately $_____________. Number of shares of Common Stock outstanding as of December 31, 1998: 11,700,000 DOCUMENTS INCORPORATED BY REFERENCE NONE VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS MARCH 31, 1998 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 (954) 752-1712 INDEPENDENT AUDITORS REPORT The Board of Directors Viva Golf Manufacturing, Inc. We have audited the accompanying balance sheet of Viva Golf Manufacturing, Inc. and Subsidiary (A Development Stage Company) as of March 31, 1998 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, 1998 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. /s/ Baum & Company, PA January 8, 1999 Coral Springs, Florida VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET MARCH 31, 1998 ASSETS Current Assets Inventory $ 4,062 Property, Plant & Equipment (Net) (Note 1 and 2) 1,188 Other Assets Organization costs (Net of Amortization of $3,336) (Note 1) 6,664 -------- Total Assets $ 11,914 ======== LIABILITIES AND STOCKHOLDERS EQUITY Current Liabilities Loan Payable (Note 4) $ 86,669 Stockholders Equity Common Stock, par value $.001 50,000,000 shares authorized; 11,700,000 shares, issued and outstanding $ 11,700 Accumulated Deficit during development stage (86,455) -------- (53,226) -------- Total Liabilities & Stockholders Equity $ 11,914 ======== See Accountants Report and Notes to the Financial Statements. -2- VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED MARCH 31, 1998 Development Stage ----------- Revenues $ 39,125 Cost of goods sold 17,990 -------- Gross profit 21,135 Operating Expenses Office & administrative 34,985 Depreciation & amortization 2,365 -------- (37,350) -------- Net Income before other Income(Expenses) (16,215) Other Income (Expense) Writeoff of deferred registration expenses (21,529) -------- Net Income (Loss) (37,744) Accumulated deficit - beginning (48,711) -------- Accumulated deficit - ending $(85,455) ======== 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 FOR THE YEAR ENDED MARCH 31, 1998 Cash Flows from Operations: Net Income (Loss) $(37,744) Adjustments to reconcile net income income used for Operations: Depreciation & amortization 2,365 Changes in Assets and Liabilities: (Decrease) in accounts receivable 3,021 Increase in Inventory (4,062) (Decrease) in accrued expenses (4,536) (Decrease) in deferred registration costs 21,529 -------- Net Cash used by Operations: (19,427) Cash Flows from Financing Activities: Repayment of stockholder loans 3,477 -------- Net decrease in cash (15,950) Cash in Bank - Beginning 15,950 -------- Cash in Bank - Ending $ -0- ======== See Accountants Report and Notes to the Financial Statements -4- VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEAR ENDED MARCH 31, 1998 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- (48,711) ----------- --------- ------- --------- Balance March 31, 1997 11,700,000 11,700 -0- (48,711) Net Loss -- -- -0- (37,744) ----------- --------- ------- --------- Balance-March 31,1998 $11,700,000 $ 11,700 $ -0- $ (86,455) =========== ========= ======= ========= See Accountant's Report and Notes to the Financial Statements. -5- VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 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 costs 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 stage and requires substantial capital for additional research and development, tooling and market development. 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 developmental stage. 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 of "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 STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (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. Deferred Registration Costs Registration costs are being deferred until such time that a public offering has successfully raised capital. It was determined that this was not forthcoming. 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 637 ------ $1,188 ====== 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 S-18 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. -7- VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS MARCH 31, 1998 (Continued) NOTE 3 - CAPITAL TRANSACTIONS 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 September 5, 1996, the Company changed its name to Viva Golf Manufacturing, Inc. 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 loans are unsecured and non-interest bearing. NOTE 5 - RELATED PARTY A stockholder provides consulting services to the company and his compensation is based on the future performance of the Company. -8- 2. Management Discussion and Analysis of Financial Condition and Results of Operations Registrant has insignificant operations or substantial assets and intends to seek out and obtain candidates with which it can merge or whose operations or assets can be acquired through the issuance of common stock and possibly debt of a combination thereof. The Registrant has approximately 60 shareholders. It is the present expectation of the Management of Registrant that in connection with any such merger or acquisition of operations or assets that the Management of Registrant will be transferred to the new controlling shareholders. The Management of Registrant intends to negotiate covenants with any such company or controlling shareholders that it/they will maintain Registrant's registration with the Securities and Exchange Commission, comply with the terms of its Articles of Incorporation and Bylaws in all respects, maintain and promote an orderly market in Registrant's Common Stock and otherwise treat Registrant's shareholders fairly. Liquidity and Capital Resources Registrant is a development-stage company and has conducted limited business operations. The Company's cash resources and liquidity are extremely limited. The Company has no assets to use as collateral to allow the Company to borrow, and there is no available external funding source other than loans from shareholder which has agreed to provide up to $10,000 for expenses connected with the attempt to find a business combination partner. If no combination partner is found in 24 months, Registrant will experience severe cash flow difficulties. Registrant's principal needs for capital are for Securities and Exchange Commission reporting requirements, bookkeeping, and professional fees. 6. Exhibits and Reports on Form 8K (a) Exhibit 27 - Financial Data Schedule (b) The Company Filed No Reports on Form 8K During the Period. In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. VIVA Golf Manufacturing Inc. March 9, 1999 - ------------- ---------------------------- Date Ralph T. Woolbright Director/CFO -----END PRIVACY-ENHANCED MESSAGE-----