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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-22622
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ X ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: February 28, 1997
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
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 Interactive Entertainment Limited
Former name if applicable Sky Games International Ltd.
Address of principal executive office (Street and number)
845 Crossover Lane, Suite D-215
City, State and Zip Code Memphis, Tennessee 38117
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.) <PAGE>
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[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 Form 10-K, 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, 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 Form 10-K,
11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period. (Attach extra
sheets if needed.)
See attached Exhibit A.
Part IV. Other Information
(1) Name and telephone number of person to contact in
regard to this notification
David Lamm (901) 537-3800
(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?
[ ] Yes [X] No <PAGE>
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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.
Interactive Entertainment Limited
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date 8/28/97 By /s/ David Lamm
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 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. <PAGE>
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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 or
apply for an adjustment in filing date pursuant to Rule 13(b) of
Regulation S-T. <PAGE>
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EXHIBIT A
to Form 12b-25
The Registrant is unable to file its annual report on Form
20-F for the fiscal year ended February 28, 1997 without unreasonable
effort or expense, on account of the reorganization discussed below
and a change of executive management which delayed the preparation
and delivery of the financial information required to prepare the
required interim financials for the Registrant's first filing of a
Form 10-Q. Addressing the problems which caused the delay in the
preparation of the Registrant's Form 10-Q in turn occupied the
resources of the Registrant required for the timely preparation of
the Registrant's Form 20-F. As the Registrant is a development stage
company, the Registrant does not have the management depth to prepare
its Form 10-Q and Form 20-F simultaneously.
On June 17, 1997, the Registrant s 80% owned indirect
subsidiary amalgamated with and into the Registrant s wholly owned
subsidiary, SGI Holding Corporation Limited, a Bermuda exempted
company ( SGIHC ). Immediately following such amalgamation, SGIHC
amalgamated with and into the Registrant. As part of the general
reorganization of the Registrant, on June 17, 1997, all of the
existing officers of the Registrant resigned and the board of
directors of the Registrant appointed as new officers the existing
officers of the amalgamated subsidiary. A new Chief Financial
Officer of the Registrant was not appointed until July 14, 1997. The
new financial accounting staff had not been directly involved in the
preparation of financial statements for the Registrant and the new
officers of the Registrant had only limited experience with the
reporting obligations of the Registrant. Also on June 17, 1997, the
Registrant s headquarters were moved from Vancouver, Canada to
Memphis, Tennessee. Additionally, following the reorganization, the
Registrant determined to change its auditor from a Canadian auditor
to a U.S. auditor; however, the Registrant has not yet appointed a
successor auditor. The former officers of the Registrant, who
remained in Vancouver, failed to deliver in a timely manner to the
current officers of the Registrant, located in Memphis, the
information repeatedly requested by them and required for the
preparation of the Form 10-Q. Additionally, the transitioning of the
Registrant s auditors have prevented the Registrant from consulting
its auditors on the preparation of interim financials, which
increased the resources required for the preparation of the
Registrant s Form 10-Q and drew resources away from the preparation
of the Form 20-F.
The inability of the current financial staff of the
Registrant to obtain either the financial information necessary to
prepare first Registrant's Form 10-Q and second the Form 20-F has
prevented timely preparation of the Registrant's Form 20-F.<PAGE>
