LEVEL BEST GOLF INC /FL/
8-K, 1997-05-27
MISCELLANEOUS AMUSEMENT & RECREATION
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                      Securities and Exchange Act of 1934

Date of Report                                                     May 20, 1997
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(Date of earliest event reported)

                             LEVEL BEST GOLF, INC.
             (Exact name of registrant as specified in its charter)

                                    FLORIDA
                 (State or other jurisdiction of incorporation)

       33-97770                                         59-3205644
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(Commission File Number)                               (IRS Employer
                                                   Identification Number)

14561 58th Street, North, Clearwater, Florida                 34620
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(Address of Principal Executive Offices)                    (Zip Code)



                                 (813) 535-7770
              (Registrant's telephone number, including area code)

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                                                                 CONFORMED COPY


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         ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a)      At a meeting on May 19, 1997, the Board of Directors of Level Best
         Golf, Inc. terminated the services of Winter, Scheifley & Associates,
         P.C. as the Registrant's independent auditors. At the same meeting the
         Board of Directors selected the accounting firm of Hacker, Johnson,
         Cohen & Grieb as independent auditors for the Registrant for the 1997
         fiscal year.

(b)      In connection with their audit of the Registrant's financial
         statements for the two most recent fiscal years and during subsequent
         interim periods, the Registrant has not had any disagreements with
         Winter, Scheifley & Associates, P.C. on any matter of accounting
         principles or practices, financial statement disclosure, or auditing
         scope or procedure.

(c)      Winter, Scheifley & Associates, P.C.'s reports on the Registrant's
         financial statements for the fiscal years 1995 and 1996 did not
         contain an adverse opinion or disclaimer of opinion and was not
         qualified as to uncertainty, audit scope or accounting principles
         except for the going concern referred to in their opinion.

(d)      The Registrant has requested Winter, Scheifley & Associates, P.C. to
         furnish it with a letter addressed to the Securities and Exchange
         Commission stating whether or not they agree with the statements made
         by the Registrant in response to this Item 4 and, if not, stating the
         respects in which they do not agree. The Registrant delivered a copy
         of this Form 8-K to Winter, Scheifley & Associates, P.C. on May 19,
         1997. The Registrant will file by amendment, as an exhibit to this
         Form 8-K, a copy of such letter when it is received.


         ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits.

         16.1     Letter on change in certifying accountant from Winter,
                  Scheifley & Associates, P.C. - to be filed by amendment.



                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.




                                              LEVEL BEST GOLF, INC.




Date: May 20, 1997                            By: /s/ Fred L. Solomon
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                                                 Fred L. Solomon, President



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