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 [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 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>
<PAGE>
[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>
<PAGE>
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 11/17/97 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>
<PAGE>
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>
<PAGE>
EXHIBIT A
to Form 12b-25
The Registrant is unable to file its quarterly report on
Form 10-Q for the period ended September 30, 1997 without
unreasonable effort or expense, on account of the transitioning of
the Registrant s auditors. A delay in appointing new auditors
prevented the Registrant from consulting its auditors regarding
issues in connection with the preparation of interim financials
resulting from the recent reorganization of the Registrant. 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. Following the reorganization, the Registrant
determined to change its auditor from a Canadian auditor to a U.S.
auditor, Ernst & Young, who was not appointed until September 15,
1997. The need for the Registrant's new auditor to familiarize
itself with the reorganization in order to consult with and advise
the Registrant on the proper accounting treatment delayed preparation
of the financial statements for the three months ended September 30,
1997. The Registrant's auditors were only able on last Friday,
November 13, 1997 to advise the Registrant on certain accounting
treatment issues which are reflected in the Form 10-Q for the period
ended September 30, 1997 and on corresponding changes to be made to
the Registrant's Form 10-Q for the transition period ended June 30,
1997 and the Form 20-F for the annual period ended February 28, 1997.<PAGE>
