LEVEL BEST GOLF INC /FL/
NT 11-K, 1997-02-14
MISCELLANEOUS AMUSEMENT & RECREATION
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING





(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: December 31, 1996
                 [ ] 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:
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PART I -- REGISTRANT INFORMATION
 Level Best Golf, Inc.  
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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) [P.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;

      (b)  The subject annual report, semi-annual report, transition report on
[x]        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 (P.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 (P.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  February 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

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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 (Section 232.201 or Section 232,202 of this 
    chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) 
    of Regulation S-T (Section 232.13(b) of this chapter).  [Added in Release 
    No. 34-31905 (P.85,111), effective April 26, 1993, 58 FR 14628; and Release 
    No. 34-35113 (P.85,475), effective January 30, 1995, 59 F.R. 67752].



<PAGE>   3


                            LEVEL BEST GOLF, INC.

                RIDER TO FORM 12b-25 DATED FEBRUARY 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 $731,091, or $0.17 per share, for the
fiscal quarter ended December 31, 1996, as compared to a net loss of $147,324, 
or $0.06 per share, for the fiscal quarter ended December 31, 1995.


















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