UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-QSB [ ] Form N-SAR
For Period Ended: December 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 the Transition Period Ended:
Read Instruction (on back page) 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
Golf Ventures, Inc.
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Full Name of Registrant
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Former Name if Applicable
255 South Orange Avenue, Suite 1515
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Address of Principal Executive Office (Street and Number)
Orlando, FL 32801
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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), 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-K, 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 of 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
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets If Needed)
The Registrant closed on its reverse acquisition with U.S. Golf
Communities, Inc. in late 1997. U.S. Golf had no historical audited
financial statements. Moreover, in connection with its reverse acquisition
with the Registrant, U.S. Golf combined several separate entities under its
control. These complex financial and accounting situations were exacerbated
by the discovery that the Registrant had to change its fiscal year from
March 31 to December 31 under Commission accounting rules. The Registrant
is working diligently to complete its audit and report on 1997 operations
and results, but cannot complete these tasks prior to March 31, 1998. The
attention and resources of Company management have also been diverted by
the Commission's lawsuit and the continued processing of the Company's 8-K
report on the U.S. Golf transaction and related items of disclosure. A
letter from BDO Seidman is attached under Rule 12b-25(c).
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Eric LaGrange 407-245-7557
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(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 reports)
been filed? If answer is no, identify report(s). [ ] Yes [X] No
Form 10-KSB for the year ended March 31, 1997.
Form 10-QSB for the quarter ended June 30 and September 30, 1997.
(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.
The U.S. Golf reverse acquisition changed the Registrant materially by
increasing its assets and liabilities several fold and by significantly
enlarging its results of operations. The lack of historical audited
financial statements for U.S. Golf and the combination of several U.S.
Golf-related entities during 1997 rendered reliable estimates impossible.
Golf Ventures, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 27, 1998 By:/s/ Warren Stanchina
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President
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).
<PAGE>
ATTACHMENT A
[BDO SEIDMAN LETTERHEAD]
March 27, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Golf Ventures, Inc. Form 10-KSB Annual Report for
the Year Ended December 31, 1997.
To Whom it May Concern:
This letter is provided according with Rule 12b-25(c) and in connection
with the Form 12b-25 being prepared and filed by Golf Ventures, Inc. (the
"Company"). We are auditing the financial statements of the Company as of
December 31, 1997, which financial statements are to be included in the
Company's Annual Report on Form 10-KSB. The reverse acquisition transaction
between the Company and U.S. golf communities, Inc. did not close until late in
1997, and the need to change the Company's fiscal year from March 31, to
December 31, under the Commission's accounting rules, did not provide adequate
time to complete the 1997 audit for inclusion in a Form 10-KSB Report filed on
or before March 31, 1998, particularly given the lack of historical audited
financial statements for U.S. Golf communities, Inc.
Very truly yours,
/s/ Kevin Jackson
