BLACK ROCK GOLF CORP
NT 10-K, 1998-04-01
SPORTING & ATHLETIC GOODS, NEC
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                       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, 1997
                          -----------------------------------------------------
 
[ ] 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>   2

                                     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, 1997. The Registrant expects these contingencies will be resolved
prior to April 15, 1998 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)
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.

         Net loss for the year ended  December 31, 1997 was approximately 
$2,600,000 to $2,700,000  compared to a net loss of $1,806,338 for the year 
ended December 31, 1996.




<PAGE>   3



                           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    March 31, 1998                  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).



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