SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Notification of Late Filing
Commission File Number 001-11935
---------
(Check One)
[x] Form 10-K and Form 10-KSB [ ] Form 11-K
[ ] Form 20-F [ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For period ended December 31, 1996
-------------------
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the 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
Full name of registrant Black Rock Golf Corporation
----------------------------------------------
Former name if applicable
------------------------------------------------
- --------------------------------------------------------------------------------
Address of principal executive office (Street and Number)
6786 South Revere Parkway, Ste. 150D
- --------------------------------------------------------------------------------
City, State and Zip Code Englewood, Colorado 80112
- --------------------------------------------------------------------------------
<PAGE>
PART II
RULE 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), the
following should be completed. (Check appropriate box).
[x] (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 Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (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 Forms 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
Resolution of certain contingencies was not possible prior to the
prescribed due date for the Registrant's Form 10-KSB for the fiscal year ended
December 31, 1996. The Registrant expects these contingencies will be resolved
prior to April 15, 1997 and will file the Form 10-KSB on or before that date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Gerald D. Fick (303) 799-9901
- --------------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
or 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.
Net loss for the year ended December 31, 1996 was approximately
$1,700,000 to $1,800,000 compared to a net loss of $283,835 for the year ended
December 31, 1995.
<PAGE>
BLACK ROCK GOLF CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date April 1, 1997 By: /s/ Jackson D. Rule, Jr.
------------------ --------------------------------
Jackson D. Rule, Jr.
Chairman of the Board, President and
Chief Executive Officer
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
