UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER:
0-24812
CUSIP NUMBER
10553K
(Check One):
(X) Form 10-K ( ) Form 20-F ( ) Form 11-K ( ) Form 10-Q ( ) Form N-SAR
For Period Ended: December 31, 1998
[ ] 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:
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: N/A
PART I - Registrant Information
DIVOT GOLF CORPORATION
Full Name of Registrant
Former Name: Brassie Golf Corporation
P.O. Box 1677
Seffner, Florida 33583
City, State, Zip Code
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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)
The Registrant hereby represents that:
(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 or 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 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, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof could not be filed within the
prescribed period.
The Registrant has been undergoing a period of financial difficulty and is
in the process of restructuring its debt and capital structure.
The Registrant is hopeful that this restructuring will be substantially
complete by April 14, 1999. Additionally, due to layoffs, the Registrant
did not have the manpower to complete the narrative in Form 10-KSB without
assistance from counsel.
As a result, the Registrant's Form 10-KSB could not be filed accurately
within the prescribed period without unreasonable effort and expense.
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
Clifford F. Bagnall (813) 963-7760
(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
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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?
[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 Registrant anticipates a significant increase in operating losses from
the last fiscal year. As reflected in the Registrant's most recent Form 10-QSB,
losses for the nine months ended September 30, 1998 increased by approximately
$3.1 million from the same period in 1997. In addition, and as a result of the
Registrant's financial difficulties, a number of the Registrant's assets are
currently under review for impairment, which the Registrant expects to result in
a further increase in losses. As described in PART III, the Registrant does not,
at this time, have the manpower necessary to reasonably estimate the results of
operations.
DIVOT GOLF CORPORATION has caused this notification to be signed on its behalf
of the undersigned thereunto duly authorized.
Date: By: /s/ Clifford F. Bagnall
March 31, 1999 Clifford F. Bagnall, Chief Financial Officer
and Principal Financial Accounting Officer
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