U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
FOR FORM 10-KSB
For Period Ended Commission File No. 0-24160
October 31, 1997 CUSIP No. 143083 10 3
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 a filing above, identify the
Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
CARLYLE GOLF, INC.
(Full Name of Registrant)
10550 East 54th Avenue, Unit E
Denver, Colorado 80239
(Address of Principal Executive Office)
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-KSB, Form 20-F, 11-K or Form N-
SAR, or portions thereof, will be filed
[X] on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or
transition report on Form 10-QSB, 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 Forms 10-KSB, 20-F,
11- K, 10-QSB, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
Subsequent to the fiscal year end of Carlyle Golf, Inc. (the
"Company") but, prior to the end of the Form 10-KSB reporting
period, concerns regarding the Company's liquidity intensified.
Given the facts and circumstances surrounding the Company's
liquidity, the Company expects that the occurrence of these
events may necessitate significant changes in the Company's
draft Form 10-KSB.
Specifically, on January 28, 1998, the Company issued a press
release which indicated the Company was in the process of
attempting to secure additional financing through a variety of
means and that, in the absence of such additional financing, the
Company's ability to continue as a going concern would be in
substantial doubt. The Company is still investigating various
potential financing alternatives and, as noted in its January
28, 1998 press release, is actively considering the sale or
liquidation of assets. The ultimate resolution of these pending
issues could significantly change disclosures in Items 1 and 7
of the Company's Form 10-KSB.
Due to the seriousness of the Company's liquidity concerns and
the considerable portion of the Company's limited resources
being devoted to such concerns, the Company could not, without
unreasonable effort and expense, update its draft Form 10-KSB in
a manner sufficient to meet both its disclosure obligations and
filing deadline.
PART IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Jerome M. Hause (303) 371-2889
(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 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 answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operation
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
The Company's estimated loss of approximately $3.1 million in
fiscal 1997 has already been publicly announced in a January 28,
1998 press release. While the fiscal 1997 loss is significantly
larger than its $1.3 million loss in fiscal 1996, a larger loss
in fiscal 1997 was widely expected because of the Company's
previously reported purchase of Pro-line Cap Company during
fiscal 1997.
Carlyle Golf, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: January 29, 1998 By:/s/Jerome M. Hause
Jerome M. Hause,
President