As filed with the Securities and Exchange Commission on August 26th, 1997
Commission file number: 33-97770
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:
LEVEL BEST GOLF, INC.
(Exact name of small business issuer as specified in its charter)
14561 58TH STREET NORTH, CLEARWATER, FLORIDA 34620
(Address of principal offices)
(813) 535-7770
(Issuer's telephone number)
FLORIDA 59-3205644
(State or other jurisdiction ( I.R.S. Employer
of incorporation or other organization) Identification Number)
Check whether the issuer (1) has 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 requirements for the past 90 days.
Yes ( X ) No ( )
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,736,167 shares of Common Stock,
$.001 par value per share, as of August 1,1997.
Transitional Small Business Disclosure Format (check one);
Yes ( ) No ( X )
<PAGE>
LEVEL BEST GOLF, INC.
INDEX
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
Condensed Balance Sheets
at June 30, 1997 (unaudited) and at September 30, 1996 1
Condensed Statements of Operations
Three and nine months ended June 30, 1997 and 1996 (unaudited) 2
Condensed Statement of Stockholders' Deficit -
Nine months ended June 30, 1997 (unaudited) 3
Condensed Statements of Cash Flows -
Nine months ended June 30, 1997 and 1996 (unaudited) 4
Notes to Condensed Financial Statements (unaudited) 5-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6-10
Part II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Default upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Level Best Golf, Inc.
Condensed Balance Sheets
<TABLE>
<CAPTION>
<S> <C> <C>
At June 30, At September 30,
1997 1996
(Unaudited)
---------------- ---------------
ASSETS
Current assets:
Cash $ - 46,923
Accounts receivable 154,314 13,138
Prepaid expenses 8,742 9,000
Inventory 697,099 156,356
Other 29,992 -
---------------- ---------------
Total current assets 890,147 225,417
Office and production equipment, net
of accumulated depreciation 91,594 56,055
Deposits 15,740 9,077
Capitalized financing costs, net of
accumulated amortization 72,088 -
Product design and video production,
net of accumulation amortization 269,289 163,966
---------------- ---------------
Total assets $ 1,338,858 454,515
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Notes payable 705,839 71,302
Notes payable-affiliate - 435,038
Accounts payable 588,241 223,108
Accrued expenses-affiliate 76,766 468,683
Accrued expenses 94,672 10,281
Current portion of long-term debt - 21,048
---------------- ---------------
Total current liabilities 1,465,518 1,229,460
Subordinated convertible debentures 373,625 -
Convertible debentures 250,000 -
Long-term debt - 47,380
--------------- ---------------
Total liabilities 2,089,143 1,276,840
Stockholders' deficit:
Preferred stock, $1000 par value,
convertible, 300 shares authorized, none
outstanding
Common stock$.001 par value,
50,000,000 shares authorized
4,690,867 and 3,051,174
shares issued and outstanding 4,691 3,051
Paid in capital 4,367,823 1,113,415
Common stock subscriptions - 100,000
Accumulated deficit (5,122,799) (2,038,791)
---------------- -------------
Total stockholders' deficit (750,285) (822,325)
---------------- -------------
Total liabilities and
stockholders' deficit $ 1,338,858 454,515
</TABLE>
See accompanying notes to condensed
financial statements.
<PAGE>
Level Best Golf, Inc.
Condensed Statements of Operations
For the three months and nine months ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended Nine Months Ended
June 30, June 30,
---------- ---------- ---------- ---------
1997 1996 1997 1996
---------- ---------- ---------- ---------
Sales, net $ 524,077 314,407 598,765 481,514
---------- ---------- ---------- ---------
Costs and expenses:
Costs of sales 276,016 137,594 316,366 337,060
Common stock issued for
services (see Note 1) 746,512 20,772 854,322 119,883
Compensation 386,518 62,165 689,894 75,398
Product design and video
production costs 350,243 - 362,444 1,536
Professional fees 53,929 - 245,316 24,233
Travel & entertainment 52,905 - 165,274 38,021
Other selling, general and
administrative 569,626 33,703 989,743 90,690
---------- ---------- ---------- --------
Total costs and expenses 2,435,749 254,184 3,623,359 686,821
(Loss)earnings
from operations (1,911,672) 60,223 (3,024,594) (205,307)
Other expense -
Interest expense 49,374 13,495 59,414 20,538
Net (loss) earnings $ (1,961,046) 46,728 (3,084,008) (225,845)
Per share information:
Weighted average number of
Common shares outstanding 4,294,386 2,678,850 3,616,809 2,652,035
Net (loss)
earnings per share $ (0.46) 0.02 (0.86) (0.09)
</TABLE>
See accompanying notes to condensed
financial statements.
<PAGE>
LEVEL BEST GOLF, INC.
Condensed Statement of Stockholders' Deficit
Nine Months Ended June 30, 1997
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Common Stock Common Total
Paid in Accumulated Stock Stockholders'
Shares Amount Capital Deficit Subscription Deficit
Balance at
September 30,
1996 3,051,174 3,051 1,113,415 (2,038,791) 100,000 (822,325)
Issuance of
Common Stock 156,457 156 430,085 - - 430,241
(unaudited)
Issuance of
Common Stock in
connection with
repayment of
notes payable -
affiliates 645,750 646 1,250,089 - - 1,250,735
(unaudited)
Reclassification
of accrued expenses
affiliate to
paid in capital - - 573,250 - - 573,250
(unaudited)
Exercise of common 10,000 10 47,490 - - 47,500
stock warrants
(unaudited)
Reclassification
of stock subscription
to common stock 36,364 36 99,964 - (100,000) -
(unaudited)
Common Stock
issued for
services 791,122 792 853,530 - - 854,322
(unaudited)
Net loss
(unaudited) - - - (3,084,008) - (3,084,008)
-------- ----- -------- ----------- --------- ----------
Balance at
June 30, 1997 4,690,867 $4,691 4,367,823 (5,122,799) - (750,285)
(unaudited)
</TABLE>
See accompanying notes to condensed Financial Statements
<PAGE>
Level Best Golf, Inc.
Condensed Statements of Cash Flows
For the nine months ended June 30, 1997 and 1996
(Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
Nine Months Ended
June 30,
1997 1996
----------------- ---------------
Cash Flows From Operating Activities:
Net loss $ (3,084,008) (225,845)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 82,330 -
Common stock issued for services 854,322 119,883
Increase in accounts receivable (141,176) (180,432)
Increase in prepaid expenses 258 -
Increase in inventory (540,743) (64,744)
Increase in other assets (29,992) (15,251)
Increase in deposits (6,663) -
Increase in accounts
payable and accrued expenses 449,524 56,488
Increase in accrued
expenses - affiliates 181,333 203,886
-------------- --------------
Net cash used in operating activities (2,234,815) (106,015)
Cash flows from investing activities:
Acquisition of Product
design and video production (175,741) -
Acquisition of office &
production equipment (47,451) (185,134)
---------------- --------------
Net cash used in investing activities (223,192) (185,134)
Cash flows from financing activities:
Proceeds from issuance of notes payable 1,479,587 -
Principal repayment on notes payable (845,050) -
Proceeds from exercise of common
stock warrants 47,500 -
Finance costs capitalized, net (72,088) -
Proceeds from issuance of
convertible debentures 623,625 -
Repayment of long-term debt (68,428) (15,786)
Proceeds from issuance of notes
payable - affiliates 815,697 -
Proceeds from the issuance of
common stock 430,241 300,000
--------------- --------------
Net cash provided by financing activities 2,411,084 284,214
--------------- --------------
Net decrease in cash (46,923) (6,935)
Cash at beginning of period 46,923 8,061
--------------- --------------
Cash at end of period $ - 1,126
Supplemental disclosure of cash flow
information - Cash paid during the
period for interest $ 19,158 10,121
Noncash investing and financing activities:
Common stock issued in connection with
repayment of note payable affiliate $ 1,250,735 -
Accrued expenses - affiliate
reclassified to paid in capital $ 573,250 -
See accompanying notes to Condensed Financial Statements.
</TABLE>
<PAGE>
LEVEL BEST GOLF, INC.
Notes to Condensed Financial Statements ( Unaudited )
1. Basis of Presentation
In the opinion of management of Level Best Golf, Inc. (The "Company") the
accompanying condensed financial statements contain all adjustments
(consisting only of normal recurring accruals) necessary to present
fairly the financial position of the Company at June 30, 1997 and the
results of its operations for the three - and nine - month periods ended
June 30, 1997 and 1996 and cash flows for the nine - month periods ended
June 30, 1997 and 1996. The results of operations for the three and nine
months ended June 30, 1997 are not necessarily indicative of results that
may be expected for the year ended September 30,1997 or for any other
interim period.
These interim financial statements, including the notes thereto, are
condensed and do not include all disclosures required by generally
accepted accounting principles. Such interim period financial statements
should be read in conjunction with the Company's audited financial
statements which are included in the Company's 1996 Form 10-KSB.
2. (Loss) earnings per share
(Loss) earnings per share is computed using the weighted - average number
of shares of common stock outstanding and dilutive common stock
equivalents. During the nine - and three - month periods ended June 30,
1997 and 1996 all common stock equivalents were anti-dilutive.
In February 1997, the Financial Accounting Standards Board (FASB) issued
FASB Statement of Financial Accounting Standard No. 128 (Earnings Per
Share). The matter is discussed in "Recently Issued Accounting
Pronouncements" elsewhere in this report on Form 10-Q.
3. Recently Issued Accounting Pronouncements
The FASB has issued Statement of Financial Accounting Standards No. 128,
"Net Earnings Per Share" ("SFAS 128"). This Statement specifies the
computation, presentation and disclosure requirements for net earnings
per share for entities with publicly-held common stock. SFAS 128 is
effective for both interim and annual periods ending after December 15,
1997 and upon adoption, all prior period net earnings per share data
presented will be restated to conform with SFAS 128. Early
implementation is not permitted.
4. Convertible Debentures
In June 1997 the Company issued $250,000 aggregate principal amount of
Series A 10% convertible Debentures pursuant to Regulation S promulgated
under the Securities Act of 1933, as amended. Interest is payable at
maturity of the debentures on June 1, 2000. The debentures are
convertible at the option of the holder of the debentures in two
increments of $125,000 in July and August 1997 into shares of common
stock of the Company at a conversion price for each share of common stock
equal to the lesser of (a) the market price at the date of the debenture
closing or 75% of the market price on the conversion date.
In addition, the Company issued the broker of the debentures a warrant to
purchase approximately 12,866 shares of common stock at $1.96. The
warrant expires in June 2002. In July 1997 the Company issued $250,000
of convertible debentures pursuant to Regulation S promulgated under the
Securities Act of 1933, as amended. The terms of these debentures are
principally the same as the debentures discussed above.
5. Stock Options
On June 16, 1997 the Company filed Form S-8 registering 523,500 shares of
common stock in connection with non - statutory incentive stock options
to be issued to consultants and issuable to employees. Stock Options of
436,000 were granted prior to June 30, 1997 and 334,500 options were
exercised primarily for services at $ 1 per share. The outstanding
options expire in June 2001. The options which were not granted are
reserved for an employee stock option plan.
6. Subordinated Convertible Debentures
The Company offered $3,825,000 8% subordinated convertible debentures to
accredited investors through a private placement memorandum effective
February 18, 1997. The offering terminated in June, 1997. The Company
issued $373,625 of convertible debentures with respect to this offering.
The debentures are convertible at the option of the holder on or after
December 1, 1997 at $2 per share of Common Stock.
7. Common Stock issued for Services
Common stock issued for services consist of the following:
Three months ended June 30 Nine months ended June 30
1997 1996 1997 1996
Consulting $573,808 20,722 656,457 119,883
Compensation 97,329 - 111,343 -
Advertising 75,375 - 86,522 -
---------- -------- ------------- ----------
746,512 20,722 854,322 119,883
8. Form SB-2 Registration Statements
On April 10, 1997 the Company filed a Form SB-2 registration statement
under the Securities Act of 1933 to register 1,318,448 shares of common
stock. Including 125,000 Warrants, The Form SB-2 Registration Statement
is pending review and accordingly is not effective as of June 30, 1997.
9. Reclassifications
Certain reclassifications of prior period amounts have been made to
conform to the current period presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Except for the historical information contained herein, the matters
discussed in this item are forward-looking statements involving risks and
uncertainties which may cause actual results to materially differ. Those
risks and uncertainties include, but are not limited to, economic,
competitive, industry and market factors affecting the Company's
operations, markets, products and prices, and other factors discussed in
the Company's filings with the Securities and Exchange Commission.
Comparison of the three-month periods ended June 30, 1997 and 1996
Results of Operations
Total revenue during the three months ended June 30, 1997 was $524,077,
an increase of $209,670 or 67%, compared to total revenue of $314,407
during the prior comparable quarter. The increase is primarily
attributable to marketing efforts with respect to its AngleIron (TM) and
Scratch Score Golf products which included airing its AngleIron (TM) and
Scratch Score Golf infomercials and penetration of top retail and
sporting goods chains. The Company's product line includes golf training
aids and accessories. The Company's products are marketed to top retail
and sporting goods chains and through independent sales representatives.
The company expects its sales growth in the short term to occur primarily
from the efforts of its independent sales representatives as the company
does not currently have sufficient cash flow to increase the level of
infomercials.
Total costs and expenses increased $2,181,565 or 858 % from $254,184 for
the three-month period ended June 30, 1996 to $2,435,749 for the three-
month period ended June 30, 1997. The increase was primarily due to
increases in common stock issued for services of $725,740, compensation
expense of $324,353, product design and video production costs of $
350,243, professional fees of $53,929, travel and entertainment of
$52,905 and other selling, general and administrative expenses of
$535,923.
The increase in common stock issued for services resulted primarily from
consulting fees paid to an investor relations firm of $ 370,000 as well
as fees paid to other consultants. The increase in compensation expenses
resulted from the hiring of additional administrative personnel in
anticipation of increase in sales. The increase in product design and
video production costs resulted from the company's development of the
AngleIron (TM) and Scratch Score Golf infomercials. Professional fees
increased primarily as a result of legal fees incurred in connection
with securities filings. Travel and entertainment expenses increased due
to an overall increase in marketing activities including trade shows and
promotional activities. Cost of sales as a percentage of sales increased
from 43% during the three months ended June 30, 1996 to 53% during the
three months ended June 30, 1997. Such increase resulted primarily from
sales discounts provided to certain customers in an effort to increase
market share. Other selling, general and administrative expense
increased as a result of the development of a corporate infrastructure in
anticipation of sales growth.
Interest expense increased from $ 13,495 during the three months ended
June 30, 1996 to $ 49,374 for the three months ended June 30, 1997. This
increase resulted from interest expense incurred in connection with notes
payable.
Net loss was $1,961,046 or $.46 per share during the three months ended
June 30, 1997 compared to net earnings of $45,728 or $.02 per share for
the comparable period in 1996.
Comparison of the nine-month periods ended June 30, 1997 and 1996.
Results of Operations
Total revenue during the nine months ended June 30, 1997 was $598,765, an
increase of $117,251 or 24%, compared to total revenue of $481,514 during
the comparable period in 1996. The increase is primarily attributable to
marketing efforts with respect to its AngleIron (TM) and Scratch Score
Golf products airing its AngleIron (TM) and Scratch Score Golf
infomercials and penetration of top retail and sporting goods chains by
its independent sales representatives. The Company's product line
includes golf training and accessories. The Company's products are
marketed to top retail and sporting goods chains and through independent
sales representatives. The Company expects its sales growth in the short
term to occur primarily from the efforts of its independent sales
representatives as the company does not currently have sufficient cash
flow to increase the level of infomercials.
Total costs and expenses increased $ 2,936,538 or 428% from $686,821 for
the nine-month period ended June 30, 1996 to $3,623,359 for the nine
month period ended June 30, 1997. The increase was primarily due to
increases in common stock issued for services of $ 734,439, compensation
expense of $ 614,496, product design and video production costs of $
360,908, professional fees of $ 221,083, other selling, general and
administrative expenses of $808,379 and travel and entertainment of $
127,253.
The increase in common stock issued for services resulted primarily from
consulting fees paid to an investor relations firm of $ approximately
$370,000 as well as fees paid to other consultants. The increase in
compensation expense resulted form the hiring of additional
administrative personnel in anticipation of an increase in sales. The
increase in product design and video production costs resulted from the
Company's development of the AngleIron (TM) and Scratch Score Golf
infomercials. Professional fees increased primarily as a result of legal
fees incurred in connection with securities offerings. Travel and
entertainment expenses increased due to an overall increase in marketing
activities including trade shows and promotional activities. Cost of
sales as a percentage of sales increased form 43% during the nine months
ended June 30, 1996 to 53% during the nine months ended June 30, 1997.
Such increase resulted primarily from sales discounts provided to certain
customers in an effort to increase market share. Other selling, general
and administrative expense increased as a result of the development of a
corporate infrastructure in anticipation of sales growth.
Interest expense increased from $ 20,538 during the nine months ended
June 30, 1996 to $ 59,414 for the nine months ended June 30, 1997. This
increase resulted from interest expense related to an increase in notes
payable.
Net loss was $ 3,084,008 or $.85 per share during the nine months ended
June 30, 1997 compared to a net loss of $225,845 or $.09 per share for
the comparable period in 1996.
TRENDS AND UNCERTAINTIES
The Company continues to focus its efforts on the retail market
development of its products through presentations to major sporting goods
chains and other retailers and tradeshows. In May 1997, the Company
began airing infomercials for its ANGLEIRON(TM) and SCRATCH SCORE GOLF
products. Management believes that the continued airing of infomercials
is integral to achieving a sales level that results in a positive and
consistent cash flow from operations. Accordingly, the inability to
continue to raise capital sufficient to sustain the planned airing of
infomercials and operating costs may adversely impact the liquidity and
financial condition of the Company.
Seasonal fluctuations affect the sales of the Company's products with
Father's day and the Christmas season being two strong buying periods.
Also, the spring season produces strong orders well into the summer
months. Major retailers such as Service Merchandise, The Sports
Authority, Caldor, Champs and Jumbo Sports have placed orders for the
Company's products. The continuation of obtaining additional types of
new business and markets is uncertain and the continued success of any of
the Company's new marketing strategies for generating revenue is
uncertain.
Inasmuch as a major portion of the Company's activities is in the
development and marketing of golf training aids, the Company's business
operations may be adversely affected by competitors and prolonged
recessionary periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company had a net working capital deficit of $ 575,371 at June 30,
1997 compared to a net working capital deficit of $ 1,004,043 at
September 30, 1996. The decline in the working capital deficit of $
428,672 is primarily the result of the exchange of $435,038 in notes-
payable affiliates outstanding at September 30, 1996 for 645,750 shares
of common stock and the contribution of accrued expenses affiliates of
$573,250 to paid in capital partially offset by an increase in accounts
payable of $346,894 and notes payable of $ 566,109.
The Company's primary sources of working capital is a $2,500,000
collateralized credit facility which is based on 80% percentage of
eligible accounts receivable, as defined.
During the nine months ended June 30,1997 the company issued notes
payable to affiliates of $815,697. In addition, during the nine months
ended June 30, 1997 the Company issued $250,000 of convertible debentures
in pursuant to Regulation S promulgated under the Securities Act of 1933.
In addition, the company issued $373,625 of subordinated convertible
debentures during the nine months ended June 30,1997. In July 1997 the
Company issued $250,000 of convertible debentures pursuant to Regulation
S promulgated under the Securities Act of 1933. The Company may offer
additional convertible debentures in the future to meet its liquidity
needs.
Net cash used in operating activities was $ 2,234,815 and $ 106,015
during the nine months ended June 30, 1997 and 1996 respectively. The
increase primarily resulted in an increase in net loss of $2,858,163 from
the prior period as well as an increase in inventory of 540,743,
partially offset by common stock issued for services of $734,439 and an
increase is accounts payable and accrued expenses of $449,524.
Cash used in investing activities was $ 223,192 and $185,134 during the
nine months ended June 30, 1997 and 1996, respectively. The increase of
$ 38,058 primarily resulted from investment in product designs and video
productions. Net cash provided by Financing activities was $ 2,411,084
during the nine months ended June 30, 1997 compared to $ 284,214 for the
comparable period in 1996. The increase of $ 2,126,870 resulted
primarily from the issuance of $250,000 of convertible debentures and
$373,625 of subordinated convertible debenture and proceeds from issuance
of common stock of $130,241and net proceeds from notes payable of
$634,537.
In June, 1996 the Company entered into a 3-year lease for its current
facility at a monthly rental rate of $6,000. Other than this lease, the
Company has no material commitments for capital expenditures. The
Company has an option to buy its current facility at a price of $600,000.
The Company intends to purchase its new facility when it can obtain
acceptable mortgage financing for not less than 80% of the purchase
price. The Company may elect to pay all or part of the purchase price
with the proceeds realized, if any, from the sale of Common Stock
pursuant to the exercise of outstanding Warrants, although there is no
assurance that sufficient proceeds will be received from such exercise
for such purposes.
The Company has incurred an operating loss of $3,084,008 for the nine
months ended June 30, 1997 and has incurred operating losses of
$1,145,195, $1,473,182, and $385,126, respectively, for the fiscal years
ended 1996, 1995 and 1994. As discussed above, through the first nine
months of fiscal 1997, the Company has not generated positive cash flow
from operations.
The Company's independent auditors have qualified their opinion of the
Company's financial statements for the fiscal year ended September 30,
1996, to the effect that there is substantial doubt about the ability of
the Company to continue as a going concern. There can be no assurance
that the Company will be able to meet its obligations as they come due.
The Company believes funds generated from its operations and debt
financing will be sufficient to finance the Company's operations for at
least the next twelve months.
LEVEL BEST GOLF, INC.
Part II. OTHER INFORMATION
Item 1. legal Proceedings
There are no material pending legal proceedings to which Level Best
Golf, Inc. is a party or to which any of their property is subject.
Item 2. Changes in Securities
Not applicable
Item 3. Default upon Senior Securities
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
Item 5. Other Information
a. On August 12, 1997 -- Level Best Golf, Inc. announced that it has
finalized a full-line up program with one of the premier retail accounts
in the country, Golf Day.
According to William Foley, Chief Operating Officer, the Golf Day program
is significant because not only does it put two products into the widely
circulated Golf Day catalog, it also places six Level Best Golf products
into thirty of Golf Day's stores. This combination of direct mail and
retail floor exposure should be very powerful to drive sales at Golf Day.
Additionally, Level Best Golf just completed reviews with two national
sporting goods retailers concerning sales performance of the first orders
shipped to these major retailers. One retailer was originally a twenty five
store test and Scratch Score Golf has been selected to now be "rolled out" to
one hundred of their locations. It is anticipated that if Scratch Score
Golf continues to perform well it will be distributed in the fall to 300
to 400 of the retailer's locations.
The other retailer confirmed that Scratch Score Golf has sold very well
and that a significant reorder will be forthcoming. Also, this retailer
is reviewing other items in the line up for consideration for fourth quarter
business.
Fred Solomon, President of Level Best Golf stated, "Our continued
penetration of new accounts combined with reorders from existing
customers confirm our belief that our product line and our marketing
strategy work for the large-scale retailers and will provide a strong
foundation for growth for Level Best Golf."
b. On August 14, 1997 -- Level Best Golf, Inc. announced that it
has been granted the exclusive marketing right to the Golf Gym endorsed
by golf legend Gary Player.
Developed by golf professionals and sports' physiologists, Golf Gym will
help create proper swing habits and muscle memory by exercising golf-
specific muscle groups. The Golf Gym is also endorsed by Cathy Lee
Crosby and comes with demonstration video, exercise chart and free travel
bag.
William E. Foley, Chief Operating Officer of Level Best Golf stated, "We
are excited about adding such a fine product, endorsed by one of the
greatest players of all time, to our assortment. We have been searching
for the quality exercise product that will improve anyone's game, and
Gary Player's golf Gym retailing at $19.95 will definitely fill that slot
in our line."
Item 6. Exhibits and Reports on Form 8-K
a. Not applicable
b. The Company filed a Form 8-K on May 20, 1997 reporting a change in
registrant's certifying accountant.
The Company filed a Form 8-K on June 30, 1997 reporting the issuance of
$250,000 o Series a 10% convertible debenture pursuant to Regulation S
under the Securities Act of 1933 due June 1, 2000, the proceeds were
received by the Company on June 16, 1997.
The Company filed a Form 8-K on August 18, 1997 reporting the
issuance of $250,000 of Series A 10 % convertible debentures pursuant to
Regulation S under the Securities Act of 1933 due June 1, 2000. The
proceeds were received by the Company on July 11, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LEVEL BEST GOLF, INC.
(Registrant)
Date: August 18, 1997 By: /s/ Fred L. Solomon
President and Chief
Executive Officer
Date: August 18, 1997 By: /s/ Patricia A. Sanders
Corporate Secretary
