LEVEL BEST GOLF INC /FL/
NT 10-Q, 1997-05-16
MISCELLANEOUS AMUSEMENT & RECREATION
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

                                SEC FILE NUMBER

                                    33-97770

                                  CUSIP NUMBER

                                  52729P 10 5

(Check One) [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K 
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR

                  For Period Ended: March 31, 1997 
                  Transition Report on Form 10-K  [ ]
                  Transition Report on Form 20-F  [ ]
                  Transition Report on Form 11-K  [ ]
                  Transition Report on Form 10-Q  [ ]
                  Transition Report on Form N-SAR [ ]
                  For Transition Period Ended: ______________________________

- -------------------------------------------------------------------------------

  READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
 NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                   VERIFIED ANY INFORMATION CONTAINED HEREIN.

- -------------------------------------------------------------------------------

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

 Level Best Golf, Inc.
- -------------------------------------------------------------------------------
Full Name of Registrant

 N/A
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Former Name if Applicable

 14561 58th Street North
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Address of Principal Executive Office (Street and Number)

 Clearwater, Florida  34620
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City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [paragraph 23,047],
the following should be completed. (Check box if appropriate)

       (a)    The reasons described in reasonable detail in Part III of this
              form could not be eliminated without unreasonable effort or
              expense;

[X]    (b)    The subject annual report, semi-annual report, transition report
              on Form 10-K, Form 20-F, 11-L or Form N-SAR, or portion
              thereof will be filed on or before the fifteenth calendar day
              following the prescribed due date; or the subject quarterly
              report or transition report on Form 10-Q, or portion thereof will
              be filed on or before the fifth calendar day following the
              prescribed due date; and [Amended in Release No. 34-26589
              (paragraph 72,435), effective April 12, 1989, 54 F.R. 10306.]

       (c)    The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. [Amended in Release
No. 34-26589 (paragraph 72,439), effective August 13, 1992, 57 FR 36442.]

                               See Attached Rider

                                                 (Attach Extra Sheets if Needed)
                                                                 SEC 1344 (6/93)


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PART IV -- OTHER INFORMATION

(1)    Name and telephone number of person to contact in regard to this
       notification

        Curt L. Rodgers                (813)                535-7770
       ------------------------------  -------------------  -------------------
                    (Name)             (Area Code)          (Telephone Number)

(2)    Have all other periodic reports required under Section 13 or 15(d) of
       the Securities Exchange Act of 1934 or Section 30 of the Investment
       Company Act of 1940 during the preceding 12 months or for such shorter
       period that the registrant was required to file such report(s) been
       filed? If the answer is no, identify report(s).
                                                               [X] Yes  [ ] No

(3)    Is it anticipated that any significant change in results of operations
       from the corresponding period for the last fiscal year will be reflected
       by the earnings statements to be included in the subject report or
       portion thereof:

                                                               [X] Yes  [ ] No

       If so: attach an explanation of the anticipated change, both narratively
       and quantitatively, and, if appropriate, state the reasons why a
       reasonable estimate of the results cannot be made.

                               See Attached Rider
- -------------------------------------------------------------------------------

                             Level Best Golf, Inc.
- -------------------------------------------------------------------------------
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date         May 14, 1997               By /s/ Curt L. Rodgers
     ----------------------------------    ------------------------------------
                                           Curt L. Rodgers, 
                                           Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. if the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION
- -------------------------------------------------------------------------------

           INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
               FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).

- -------------------------------------------------------------------------------

                              GENERAL INSTRUCTIONS

1.    This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
      Rules and Regulations under the Securities Exchange Act of 1934.

2.    One signed original and four conformed copies of this form and amendments
      thereto must be completed and filed with the Securities and Exchange
      Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
      General Rules and Regulations under the Act. The information contained in
      or filed with the Form will be made a matter of the public record in the
      Commission files.

3.    A manually signed copy of the form and amendments thereto shall be filed
      with each national securities exchange on which any class of securities
      of the registrant is registered.

4.    Amendments to the notifications must also be filed on Form 12b-25 but
      need not restate information that has been correctly furnished. The form
      shall be clearly identified as an amended notification.

5.    ELECTRONIC FILERS. This form shall not be used by electronic filers unable
      to timely file a report solely due to electronic difficulties. Filers
      unable to submit a report within the time period prescribed due to
      difficulties in electronic filing should comply with either Rule 201 or
      Rule 202 of Regulation S-T (ss. 232.201 or ss. 232,202 of this chapter) or
      apply for an adjustment in filing date pursuant to Rule 13(b) of
      Regulation S-T (ss. 232.13(b) of this chapter). [Added in Release No.
      34-31905 (paragraph 85,111), effective April 26, 1993, 58 FR 14628; and
      Release No. 34-35113 (paragraph 85,475), effective January 30, 1995, 59
      F.R. 67752].


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                             LEVEL BEST GOLF, INC.

                    Rider to Form 12b-25 Dated May 14, 1997
                    ---------------------------------------

PART III - NARRATIVE

      The Registrant has devoted its full time and resources to the further
development of its business; accordingly, it could not file the Report on Form
10-QSB within the prescribed time period without undue effort and expense.

PART IV - OTHER INFORMATION

      The Registrant incurred a net loss of $423,395.00, or $0.12 per share,
for the fiscal quarter ended March 31, 1997, as compared to a net loss of
$125,249.00, or $0.06 per share, for the fiscal quarter ended March 31, 1996.




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