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UNITED STATES -----------------------------
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
WASHINGTON, D.C. 20549 -----------------------------
OMB Number: 3235-0058
Expires: June 30, 1994
FORM 12b-25 Estimated average burden
hours per response.......2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
33-22521
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CUSIP NUMBER
974902-10-8
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(Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For Period Ended: March 31, 1996
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[ ]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:_______________________________________
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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.
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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
WINNERS ENTERTAINMENT, INC.
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Former Name if Applicable
1461 Glenneyre Street, Suite F.
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Address of Principal Executive Office (Street and Number)
Laguna Beach, CA 92651
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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;
(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
[X] 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.
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)
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (11-91)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas K. Russell (714) 376-3010
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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).
[X]Yes [ ]No
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(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?
[ ]Yes [X]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.
________________________________________________________________________________
WINNERS ENTERTAINMENT, 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 May 13, 1996 By /s/ Thomas K. Russell
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Secretary & General Counsel
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 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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Form 10-Q
For the Period Ended March 31, 1996
PART III -- NARRATIVE
Form 10-Q for the fiscal quarter ended March 31, 1996 cannot be filed within the
prescribed 45 calendar days due to delays caused by the recent Chapter 11
bankruptcy filing of the Registrant's first mortgage construction lender,
Bennett Management & Development Company, Inc., during March 1996, civil
proceedings by the Securities and Exchange Commission against Bennett
Management & Development Company's parent, Bennett Funding Group, Inc., and
civil and criminal proceedings against Patrick Bennett, a principal of Bennett
Funding Group, Inc. Management was uncertain whether these developments would
have any material impact on the Registrant's pending video lottery gaming
license in West Virginia, the Registrant's operations at Mountaineer Race Track
and Resort, or the Registrant's financial statements. The Registrant was not
able to obtain confirmation from the West Virginia Lottery Commission that its
video lottery license would be unaffected by these developments until May 9,
1996, which left insufficient time to permit a timely filing of the subject
Form 10-Q.
