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

<PAGE>

                  VIVA GOLF MANUFACTURING, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                 MARCH 31, 1998
<PAGE>

                                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

<PAGE>

                              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

<PAGE>

                  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-
<PAGE>

                  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-
<PAGE>

                  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-
<PAGE>

                  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-
<PAGE>

                  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-
<PAGE>

                  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-
<PAGE>

                  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-

<PAGE>

      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