UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-24970
FORM 10-KSB CUSIP NUMBER
787189
For Period Ended: December 31, 1996
[Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.]
PART I - REGISTRANT INFORMATION
SAINT ANDREWS GOLF CORPORATION
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Full Name of Registrant
Not Applicable
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Former Name if Applicable
5325 South Valley View Boulevard, Suite 10
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Address of Principal Executive Office (Street and Number)
Las Vegas, Nevada 89118
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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
filed on or before the fifteenth calendar day following the
[X] 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 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.
On February 26, 1997, the Registrant and its parent corporation, Las Vegas
Discount Golf & Tennis, Inc., sold certain of their assets, and transferred
certain liabilities to an unrelated entity in a transaction pursuant to an
Agreement for the Purchase and Sale of Assets (the "Agreement"). These
transactions were reported by the Registrant by a Current Report on Form 8-K,
filed with the Commission on March 13, 1997. A copy of the Agreement, as
amended, was filed as an Exhibit to the Form 8-K.
As a consequence of the above described transactions, the narrative portion of
the Registrant's Annual Report on Form 10-KSB and related financial statements,
to which this Notification relates, must be substantially revised. The
Registrant has had insufficient time since the date of the above transactions in
which to make the necessary revisions in order to file its Form 10-KSB in a
timely manner.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jon D. Sawyer 303/893-2300
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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
(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
NARRATIVE AND QUALITATIVE EXPLANATION OF THE ANTICIPATED CHANGE:
The Registrant will report a net loss of $(750,200) for the year ended December
31, 1996 as compared to a net loss of $(317,000) for the year ended December 31,
1995. The increased net loss is primarily due to the loss from operations of
the Registrant's franchise business which was sold in February 1997 and from
increased development costs related to the Registrant's SportPark to be built in
Las Vegas, Nevada.
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SAINT ANDREWS GOLF CORPORATION
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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.
SAINT ANDREW GOLF CORPORATION
Date: March 31, 1997 By/s/ Ronald Boreta
Ronald Boreta, President
[ATTENTION: Intentional misstatements of omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).]