As filed with the Securities and Exchange Commission on August 19, 1997
Commission file No. 33-97770



            U.S. SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C. 20549

                       FORM 10-QSB

[ X ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 

	For the quarterly period ended: June 30, 1997

[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 

	For the transition period from:                             .

                 LEVEL BEST GOLF, INC.
(Exact name of small business issuer as specified in its charter) 

FLORIDA	                                         								   59-3205644
(State or other jurisdiction					                     ( I.R.S. Employer 
incorporation or other organization)		           Identification Number)

	 


        14561 58TH STREET NORTH, CLEARWATER, FLORIDA 34620
                (Address of principal offices) 


           (813) 535-7770 (Issuer's telephone number) 

Check whether the issuer (1) has filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for 
such shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 days. 


Yes (  X	) No (    )


APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of the latest practicable date: 4,736,167 shares of 
Common Stock, $.001 par value per share, as of August 1,1997. 


Transitional Small Business Disclosure Format (check one);

Yes (	) No (  X )



                     LEVEL BEST GOLF, INC.
                            INDEX

Part I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>

<S>                                                                <C>
Item 1. Financial Statements						                                	Page	

Condensed Balance Sheets 
at June 30, 1997 (unaudited) and at September 30, 1996		           	1

Condensed Statements of Operations
Three and nine months ended June 30, 1997 and 1996 (unaudited)	    	2

Condensed  Statement of Stockholders' Deficit - 
Nine months ended June 30, 1997 (unaudited)				                    	3

Condensed Statements of Cash Flows -
Nine months ended June 30, 1997 and 1996 (unaudited)			            	4

Notes to Condensed Financial Statements (unaudited)			            	5-6

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations                             							     6-10

Part II.  OTHER INFORMATION

Item 1.  Legal Proceedings							                                 	11
   
Item 2.  Changes in Securities						                              	11

Item 3.  Default upon Senior Securities					                      	11

Item 4.  Submission of Matters to a Vote of Security Holders	     	11
     
Item 5.  Other Information							                                 	11

Item 6.  Exhibits and Reports on Form 8-K					                    	12

SIGNATURES     							                                         	   13
</TABLE>
<PAGE>

PART 1.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1.  Financial Statements
                    Level Best Golf, Inc.
                 Condensed Balance Sheets
							
<S>                                          <C>             <C>
                                         At June 30,     At September 30,
                                            1997             1996
                                        (unaudited)


ASSETS
Current assets:
      Cash                          $                      46,923 
        Accounts receivable               154,314          13,138 
        Prepaid expenses                    8,742           9,000 
        Inventory                         697,099         156,356 
        Other                              29,992
                                         --------        --------
        Total current assets              890,147         225,417

Office and production equipment, 
net of accumulated depreciation            91,594          56,055 

Deposits                                   15,740           9,077 
Capitalized financing costs, net of 
accumulated amortization                   72,088 
Product design and video production,
net of accumulation amortization          269,289         163,966
                                         --------        -------- 
        Total assets                  $ 1,338,858         454,515 




LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
      Notes payable                       705,839          71,302 
      Notes payable-affiliate                             435,038 
      Accounts payable                    588,241         223,108 
      Accrued expenses-affiliate           76,766         468,683 
      Accrued expenses                     94,672          10,281 
      Current portion of long-term debt                    21,048 
                                        ----------      ---------
      Total current liabilities         1,465,518       1,229,460 


Subordinated convertible debentures       373,625

Convertible debentures                    250,000
Long-term debt                                             47,380 
                                        ----------      ---------
          Total liabilities             2,089,143       1,276,840 




Stockholders' deficit:
Preferred stock, $1000 par value, 
convertible, 300 shares authorized,
none outstanding Common stock
$.001 par value, 50,000,000 shares 
authorized  4,690,867  and 3,051,174 
shares issued and outstanding               4,691           3,051 
Paid in capital                         4,367,823       1,113,415 
Common stock subscriptions                                100,000 
Accumulated deficit                    (5,122,799)     (2,038,791)
                                       -----------     -----------
    Total stockholders' deficit          (750,285)       (822,325)
Total liabilities and stockholders' 
deficit                             $   1,338,858         454,515 

</TABLE>
See accompanying notes to condensed 
financial statements.
<PAGE>




                   Level Best Golf, Inc.
          Condensed Statements of Operations

For the three months and nine months ended June 30, 1997 and 1996
                      (Unaudited)
<TABLE>
<CAPTION>

<S>                                      <C>        <C>       <C>       <C>
                                      Three Months Ended    Nine Months Ended 
                                           June 30,             June 30,
                                       1996      1997        1996       1997
                                      ------    ------      ------     ------
Sales, net                       $   524,077    314,407     598,765    481,514 

 
Costs and expenses: 
          Costs of sales             276,016    137,594     316,366    337,060 
          Common stock issued for 
            services (see Note 1)    746,512     20,772     854,322    119,883
          Compensation               386,518     62,165     689,894     75,398
          Product design and video 
            production costs         350,243                362,444      1,536
          Professional fees           53,929                245,316     24,233
          Travel & entertainment      52,905                165,274     38,021
          Other selling, general and 
            administrative           569,626     33,703     989,743     90,690 
                                   ---------    -------     -------     ------
          Total costs and expenses 2,435,749    254,184   3,623,359    686,821 

(Loss)earnings from operations    (1,911,672)    60,223  (3,024,594)  (205,307)

Other expense -
          Interest expense            49,374     13,495      59,414     20,538
                                   ---------    -------     -------    -------
         Net (loss) earnings    $ (1,961,046)    46,728  (3,084,008)  (225,845)

Per share information:
        Weighted average number of 
        Common shares outstanding  4,294,386  2,678,850   3,616,809  2,652,035 
                                  ----------  ---------  ----------  ---------
    Net (loss) earnings per share  $ (0.46)     0.02       (0.86)     (0.09)
</TABLE>
See accompanying notes to condensed 
financial statements.
<PAGE>

                    LEVEL BEST GOLF, INC.
        Condensed Statement of Stockholders' Deficit
               Nine Months Ended June 30, 1997

<TABLE>
<CAPTION>


<S>             <C>          <C>      <C>        <C>       <C>         <C>
                Common Stock                              Common      Total
			                                Paid in  Accumulated  Stock    Stockholders'	
		             Shares      Amount  Capital    Deficit  Subscription  Deficit 
			           --------     ------  -------- ---------- ------------  -------
Balance at
September 30,
1996          3,051,174    3,051    1,113,415  (2,038,791)	100,000  (822,325)

Issuance of
Common Stock    156,457      156      430,085	     -                 430,241
(unaudited)

Issuance of 
Common Stock in
connection with
repayment of
notes payable
affiliates     645,750	      646    1,250,089      -          -    1,250,735
(unaudited)

Reclassification 
of accrued expenses
affiliate to 
paid in 
capital   		    -	       -            573,250      -          -      573,250
(unaudited) 

Exercise of common
stock warrants
(unaudited)  10,000	     10            47,490      -          -       47,500


Reclassification
of stock
subscription
to common
stock
(unaudited)		36,364      36            99,964      -      (100,000)     -

Common Stock
issued for
services	   791,122      792          853,530      -                 854,322
(unaudited)

Net loss (unaudited)                           (3,084,008)   -    (3,084,008)
				  	    --------     -----       ---------  -----------  ----  -----------
Balance at
June 30, 1997
(unaudited)	4,690,867   4,691      4,367,823  	(5,122,799)   -      (750,285)
</TABLE>

See accompanying notes to condensed Financial Statements

<PAGE>

                Level Best Golf, Inc.
         Condensed Statements of Cash Flows

   For the nine months ended June 30, 1997 and 1996
                    (Unaudited)
<TABLE>
<CAPTION>

<S>                                             <C>                 <C>

                                               Nine Months Ended June 30,
                                                1997               1996
                                             -------------    -------------
Cash Flows From Operating 
Activities:
 Net loss                                 $  (3,084,008)        (225,845)

Adjustments to reconcile net loss 
to net cash used in
     operating activities:
        Depreciation and amortization            82,330 
        Common stock issued for services        854,322          119,883
        Increase in accounts receivable        (141,176)        (180,432)
        Increase in prepaid expenses                258 
        Increase in inventory                  (540,743)         (64,744)
        Increase in other assets                (29,992)         (15,251)
        Increase in deposits                     (6,663)
        Increase in accounts payable
           and accrued expenses                 431,285           56,488
        Increase in accrued expenses
           affiliates                           181,333          203,886
                                            ------------       ----------
        Net cash used in operating
           activities                        (2,253,054)        (106,015)


Cash flows from investing activities:
        Acquisition of Product 
           design and video production         (175,741)
        Acquisition of office & 
           production equipment                 (47,451)       (185,134)
                                               ----------      ----------
        Net cash used in  investing 
           activities                           223,192        (185,134)

Cash flows from financing 
activities:
Proceeds from issuance of notes payable       1,479,587
Principal repayment on notes payable           (845,050)
Proceeds from exercise of
    common stock warrants                        47,500
Finance costs capitalized, net                  (72,088)
Proceeds from issuance of 
convertible debentures                          623,625
Repayment of long-term debt                     (68,428)      (15,786)
Proceeds from issuance of notes 
payable -  affiliates                           815,697
Proceeds from the issuance of 
common stock                                    430,241       300,000 
                                             -----------      --------
       Net cash provided by 
financing activities                          2,411,084       284,214
Net decrease in cash                            (65,162)       (6,935)

Cash at beginning of period                      46,923         8,061 

Cash at end of period                 $         (18,239)        1,126 


Supplemental disclosure of cash flow information -          	
Cash paid during the period for interest        $ 19,158       10,121
						
Noncash investing and financing activities:
    Common stock issued in connection with 
    repayment of note payable affiliate      $ 1,250,735         -	
  
		  Accrued expenses - affiliate					
    reclassified to paid in capital				        $ 573,250         -	
						 
See accompanying notes to Condensed Financial Statements.

</TABLE>
<PAGE>

              LEVEL BEST GOLF, INC.


      Notes to Condensed Financial Statements  ( Unaudited )

1. Basis of Presentation

In the opinion of management of Level Best Golf, Inc. (The "Company") the 
accompanying condensed  financial statements contain all adjustments 
(consisting only of normal recurring accruals) necessary to present fairly 
the financial position of the Company at  June 30, 1997 and the results of 
its operations for the three - and nine - month periods ended June 30, 1997 
and 1996 and cash flows for the nine - month periods ended June 30, 1997 
and 1996.  The results of operations for the three and nine months ended 
June 30, 1997 are not necessarily indicative of results that may be 
expected for the year ended September 30,1997 or for any other interim 
period. 

These interim financial statements, including the notes thereto, are 
condensed and do not include all disclosures required by generally accepted 
accounting principles.  Such interim period financial statements should be 
read in conjunction with the Company's audited financial statements which 
are included in the Company's 1996 Form 10-KSB. 

2. (Loss) earnings per share

(Loss) earnings per share is computed using the weighted - average number 
of shares of common stock outstanding and dilutive common stock 
equivalents.  During the nine - and three - month periods ended June 30, 
1997 and nine months ended June 30, 1996 all common stock equivalents were 
anti-dilutive due to the net losses sustained by the Company during the 
periods.

In February 1997, the Financial Accounting Standards Board (FASB) issued 
FASB Statement of Financial Accounting Standard No. 128 (Earnings Per 
Share).  The matter is discussed in "Recently Issued Accounting 
Pronouncements" elsewhere in this report on Form 10-Q.

3.  Recently Issued Accounting Pronouncements

The FASB has issued Statement of Financial Accounting Standards No. 128, 
"Net Earnings Per Share" ("SFAS 128").  This Statement specifies the 
computation, presentation and disclosure requirements for net earnings per 
share for entities with publicly-held common stock.  SFAS 128 is effective 
for both interim and annual periods ending after December 15, 1997 and upon 
adoption, all prior period net earnings per share data presented will be 
restated to conform with SFAS 128.

4.  Convertible Debentures

In June 1997 the Company issued $250,000 aggregate principal amount of 
Series A 10% convertible Debentures pursuant to Regulation S promulgated 
under the Securities Act of 1933, as amended.  Interest is payable at 
maturity of the debentures on June 1, 2000.  The debentures are convertible 
at the option of the holder of the debentures in two increments of $125,000 
in July and August 1997 into shares of common stock of the Company at a 
conversion price for each share of common stock equal to the lesser of (a) 
the market price at the date of the debenture closing or 75% of the market 
price on the conversion date. 

In addition, the Company issued the broker of the debentures a warrant to 
purchase approximately 12,866 shares of common stock at $1.96.  The warrant 
expires in June 2002.  In July 1997 the Company issued $250,000 of 
convertible debentures pursuant to Regulation S promulgated under the 
Securities Act of 1933, as amended.  The terms of these debentures are 
principally the same as the debentures discussed above.



5.  Stock Options

On June 16, 1997 the Company filed Form S-8 registering 523,500 shares of 
common stock in connection with non - statutory incentive stock options to 
be issued to consultants and issuable to employees.  Stock Options of 
436,000 were granted prior to June 30, 1997 and 334,500 options were 
exercised primarily for services at  $ 1 per share.  The outstanding 
options expire in June 2001.  The options which were not granted are 
reserved for an employee stock option plan.

6.  Subordinated Convertible Debentures

The Company offered $3,825,000 8% subordinated convertible debentures to 
accredited investors through a private placement memorandum effective 
February 18, 1997.  The offering terminated in June, 1997.  The Company 
issued $373,625 of convertible debentures with respect to this offering.  
The debentures are convertible at the option of the holder on or after 
December 1, 1997 at $2 per share of Common Stock.

7.  Common Shares issued for Services

Common shares issued for services consist of the following:

												Three months ended June 30		Nine months ended June 30
			              1997	    	1996		          	1997	       	1996

Consulting   	$573,808   	20,722	        	656,457	     	119,883
Compensation    97,329       -            111,343          - 
Advertising		   75,375       -             86,522          -	    
           	----------    ------         --------      ----------
            		 746,512	  	20,722	       		854,322     	 119,883
			
8.  Form SB-2 Registration Statements			
							
On April 10, 1997 the Company filed a Form SB-2 registration statement 
under the Securities Act of 1933 to register 1,318,448 shares of common 
stock.  Including 125,000 Warrants, The Form SB-2 Registration Statement is 
pending review and accordingly is not effective as of June 30, 1997.

9.  Reclassifications

Certain reclassifications of prior period amounts have been made to conform 
to the current period presentation.

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Except for the historical information contained herein, the matters 
discussed in this item are forward-looking statements involving risks and 
uncertainties which may cause actual results to materially differ.  Those 
risks and uncertainties include, but are not limited to, economic, 
competitive, industry and market factors affecting the Company's 
operations, markets, products and prices, and other factors discussed in 
the Company's filings with the Securities and Exchange Commission. 
Comparison of the three-month periods ended June 30, 1997 and 1996

Results of Operations

Total revenue during the three months ended June 30, 1997 was $524,077, an 
increase of $209,670 or 40%, compared to total revenue of $314,407 during 
the prior comparable quarter.  The increase is primarily attributable to 
marketing efforts with respect to its AngleIron (TM) and Scratch Score Golf 
products which included airing its AngleIron (TM) and Scratch Score Golf 
infomercials and penetration of top retail and sporting goods chains, the 
Company's product line includes golf training aids and accessories.  The 
Company's products are marketed to top retail and sporting goods chains and 
through independent sales representatives.  The company expects its sales 
growth in the short term to occur primarily from the efforts of its 
independent sales representatives as the company does not currently have 
sufficient cash flow to increase the level of infomercials.

Total costs and expenses increased $ 2,181,565 or 858 % from $254,184 for 
the three-month period ended June 30, 1996 to $2,435,749 for the three-
month period ended June 30, 1997.  The increase was primarily due to 
increases in common shares issued for services of $725,790, compensation 
expense of $324,353, product design and video production costs of $ 
350,243, professional fees of $53,929 travel and entertainment of $ 52,905.  
The increase in common shares issued for services resulted primarily from 
consulting fees paid to an investor relations  firm of $ 370,000 as well as 
fees paid to other consultants.  

The increase in compensation expenses resulted from the hiring of 
additional administrative personnel in anticipation of increase in sales.  
The increase in product design and video production costs resulted from the 
company's development of the AngleIron (TM) and Scratch Score Golf 
infomercials.  Professional fees increased primarily as a result of  legal 
fees incurred in connection with securities filings.  Travel and 
entertainment expenses increased due to an overall increase in marketing 
activities including trade shows and promotional activities.  Cost of sales 
as a percentage of sales increased from 43% during the three months ended 
June 30, 1996 to 53% during the three months ended June 30, 1997.  Such 
increase resulted primarily from sales discounts provided to certain 
customers in an effort to increase market share.  Other selling, general 
and administrative expense increased as a result of the development of a 
corporate infrastructure in anticipation of sales growth.
	
Interest expense increased from $ 13,495 during the three months ended June 
30, 1996 to $ 49,374 for the three months ended June 30, 1997.  This 
increase resulted from interest expense incurred in connection with notes 
payable.

Net loss was $1,961,046 or $.46 per share during the three months ended 
June 30, 1997 compared to net earnings of $45,728 or $.02 per share for the 
comparable period in 1996.

Comparison of the nine-month periods ended June 30, 1997 and 1996.

Results of Operations

Total revenue during the nine months ended June 30, 1997 was $598,765, an 
increase of $117,251 or 20%, compared to total revenue of $481,514 during 
the comparable period in 1996.  The increase is primarily attributable to 
marketing efforts with respect to its AngleIron (TM) and Scratch Score Golf 
products airing its AngleIron (TM) and Scratch Score Golf infomercials and 
penetration of top retail and sporting goods chains by its independent 
sales representatives.  The Company's product line includes golf training 
and accessories.  The Company's products are marketed to top retail and 
sporting goods chains and through independent sales representatives.  The 
Company expects its sales growth in the short term to occur primarily from 
the efforts of its independent sales representatives as the company does 
not currently have sufficient cash flow to increase the level of 
infomercials.




Total costs and expenses increased $ 2,936,538 or 428% from $686,821 for 
the nine-month period ended June 30, 1996 to $3,623,359 for the nine month 
period ended June 30, 1997.

The increase was primarily due to increases in common shares issued for 
services of $ 734,439, compensation expense of $ 614,496, product design 
and video production costs of $ 360,908, professional fees of $ 221,083, 
other selling, general and administrative expenses of $808,379 and travel 
and entertainment of $ 127,253.  The increase in common shares issued for 
services resulted primarily from consulting fees paid to an investor 
relations firm of $ approximately $370,000 as well as fees paid to other 
consultants.

The increase in compensation expense resulted form the hiring of additional 
administrative personnel in anticipation of an increase in sales.  The 
increase in product design and video production costs resulted from the 
Company's development of the AngleIron (TM) and Scratch Score Golf 
infomercials.  Professional fees increased primarily as a result of legal 
fees incurred in connection with securities offerings.  Travel and 
entertainment expenses increased due to an overall increase in marketing 
activities including trade shows and promotional activities. Cost of sales 
as a percentage of sales increased form 43% during the nine months ended 
June 30, 1996 to 53% during the nine months ended June 30, 1997.

Such increase resulted primarily from sales discounts provided to certain 
customers in an effort to increase market share.  Other selling, general 
and administrative expense increased as a result of  the development of a 
corporate infrastructure in anticipation of sales growth.

Interest expense increased from $ 20,538 during the nine months ended June 
30, 1996 to $ 59,414 for the nine months ended June 30, 1997.  This 
increase resulted from interest expense related to an increase in notes 
payable.

Net loss was $ 3,084,008 or $.85 per share during the nine months ended 
June 30, 1997 compared to a net loss of $225,845 or $.09 per share for the 
comparable period in 1996.



TRENDS AND UNCERTAINTIES

The Company continues to focus its efforts on the retail market development 
of its products through presentations to major sporting goods chains and 
other retailers and tradeshows.  In May 1997, the Company began airing 
infomercials for its ANGLEIRON(TM) and SCRATCH SCORE GOLF products.  
Management believes that the continued airing of infomercials is integral 
to achieving a sales level that results in a positive and consistent cash 
flow from operations.  Accordingly, the inability to continue to raise 
capital sufficient to sustain the planned airing of infomercials and 
operating costs may adversely impact the liquidity and financial condition 
of the Company.

Seasonal fluctuations affect the sales of the Company's products with 
Father's day and the Christmas season being two strong buying periods.  
Also, the spring season produces strong orders well into the summer months.  
Major retailers such as Service Merchandise, The Sports Authority and Jumbo 
Sports have placed orders for the Company's products.  The continuation of 
obtaining additional types of new business and markets is uncertain and the 
continued success of any of the Company's new marketing strategies for 
generating revenue is uncertain. 

Inasmuch as a major portion of the Company's activities is in the 
development and marketing of golf training aids, the Company's business 
operations may be adversely affected by competitors and prolonged 
recessionary periods. 

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash of ($18,239) and had a net working capital deficit of 
$ 575,371 at June 30, 1997 compared to a net working capital deficit of $ 
1,004,043 at September 30, 1996.  The decline in the working capital 
deficit of $ 428,672 is primarily the result of the exchange of $1,250,735 
in notes-payable affiliates for 645,750 shares of common stock and the 
contribution of accrued expenses affiliates of $573,250 to paid in capital 
partially offset by an increase in accounts payable of $346,894 and notes 
payable of $ 566,109.

The Company's primary sources of working capital is a $2,500,000 
collateralized credit facility which is based on 80% percentage of eligible 
accounts receivable, as defined.

During the nine months ended June 30,1997 the company issued notes payable 
to affiliates of $815,697.  In addition, during the nine months ended June 
30, 1997 the Company issued $250,000 of convertible debentures in pursuant 
to Regulation S promulgated under the Securities Act of 1933.  In addition, 
the company issued $373,625 of subordinated convertible debentures during 
the nine months ended June 30,1997.  The Company may offer additional 
convertible debentures in the future to meet its liquidity needs.

Net cash used in operating activities was $ 2,253,054 and $ 106,075 during 
the nine months ended June 30, 1997 and 1996 respectively.  The increase 
primarily resulted in an increase in net loss of $ 3,084,088 from the prior 
period as well as an increase in inventory of 540,743, partially offset by 
common stock issued for services of $834,322 and an increase is accounts 
payable and accrued expenses of $431,285.

Cash used in investing activities was $ 223,192 and $185,134 during the 
nine months ended June 30, 1997 and 1996, respectively.  The increase of $ 
38,058 primarily resulted from investment in product designs and video 
productions.  Net cash provided by Financing activities was $ 2,411,084 
during the nine months ended June 30, 1997 compared to $ 284,214 for the 
comparable period in 1996.  

The increase of $ 2,126,870 resulted primarily from the issuance of 
$250,000 of convertible debentures and $373,625 of subordinated convertible 
debenture and proceeds from issuance of common stock of 
$ 430,241 and net proceeds from notes payable of $566,109. 



In June, 1996 the Company entered into a 3-year lease for its current 
facility at a monthly rental rate of $6,000.  Other than this lease, the 
Company has no material commitments for capital expenditures.  The Company 
has an option to buy its current facility at a price of $600,000.  The 
Company intends to purchase its new facility when it can obtain acceptable 
mortgage financing for not less than 80% of the purchase price.  The 
Company may elect to pay all or part of the purchase price with the 
proceeds realized, if any, from the sale of Common Stock pursuant to the 
exercise of outstanding Warrants, although there is no assurance that 
sufficient proceeds will be received from such exercise for such purposes. 

The Company has incurred an operating loss of $3,084,008 for the nine 
months ended June 30, 1997 and has incurred operating losses of $1,145,195, 
$1,473,182, and $385,126, respectively, for the fiscal years ended 1996, 
1995 and 1994.  As discussed above, through the first nine months of fiscal 
1997, the Company has not generated positive cash flow from operations. 

The Company's independent auditors have qualified their opinion of the 
Company's financial statements for the fiscal year ended September 30, 
1996, to the effect that there is substantial doubt about the ability of 
the Company to continue as a going concern.   There can be no assurance 
that the Company will be able to meet its obligations as they come due.  
The Company believes funds generated from its operations and debt financing 
will be sufficient to finance the Company's operations for at least the 
next twelve months.

LEVEL BEST GOLF, INC.

Part II. OTHER INFORMATION

Item 1. legal Proceedings

     There are no material pending legal proceedings to which Level Best 
Golf, Inc. is a party or to which any of their property is subject.

Item 2.  Changes in Securities

       Not applicable

Item 3.  Default upon Senior Securities

      Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders

      Not applicable


Item 5.  Other Information

   a.  On August 12, 1997 --  Level Best Golf, Inc. announced that it has 
finalized a full-line up program with one of the premier retail accounts in 
the country, Golf Day.

According to William Foley, Chief Operating Officer, the Golf Day program 
is significant because not only does it put two products into the widely 
circulated Golf Day catalog, it also places six Level Best Golf products 
into thirty of Golf Day's stores.  This combination of direct mail and 
retail floor exposure should be very powerful to drive sales at Golf Day.

Additionally, Level Best Golf just completed reviews with Champs and The 
Sports Authority concerning sales performance of the first orders shipped 
to these major retailers.  Champs original order was a twenty five store 
test and Scratch Score Golf has been selected to now be "rolled out" to one 
hundred of Champs locations.  It is anticipated that if Scratch Score Golf 
continues to perform well it will be distributed in the fall to 300 to 400 
of Champs locations.

The Sports Authority confirmed that Scratch Score Golf has sold very well 
and that a significant reorder will be forthcoming.  Also, The Sports 
Authority is reviewing other items in the line up for consideration for 
fourth quarter business.

Fred Solomon, President of Level Best Golf stated, "Our continued 
penetration of new accounts combined with reorders from existing customers 
confirm our belief that our product line and our marketing strategy work 
for the large-scale retailers and will provide a strong foundation for 
growth for Level Best Golf."



    b.  On August 14, 1997 --  Level Best Golf, Inc. announced that it has 
been granted the exclusive marketing right to the Golf Gym endorsed by golf 
legend Gary Player.

Developed by golf professionals and sports' physiologists, Golf Gym will 
help create proper swing habits and muscle memory by exercising golf-
specific muscle groups.  The Golf Gym is also endorsed by Cathy Lee Crosby 
and comes with demonstration video, exercise chart and free travel bag.

William E. Foley, Chief Operating Officer of Level Best Golf stated, "We 
are excited about adding such a fine product, endorsed by one of the 
greatest players of all time, to our assortment.  We have been searching 
for the quality exercise product that will improve anyone's game, and Gary 
Player's golf Gym retailing at $19.95 will definitely fill that slot in our 
line."

Item 6.  Exhibits and Reports on Form 8-K

   a.  Not applicable

   b.  The Company filed a Form 8-K on May 20, 1997 reporting a change in 
registrant's certifying accountant.

The Company filed a Form 8-K on June 30, 1997 reporting the issuance of 
$250,000 o Series a 10% convertible debenture pursuant to Regulation S 
under the Securities Act of 1933 due June 1, 2000, the proceeds were 
received by the Company on June 16, 1997.

     The Company filed a Form 8-K on August 18, 1997 reporting the issuance 
of $250,000 of Series A 10 % convertible debentures pursuant to Regulation 
S under the Securities Act of 1933 due June 1, 2000.  The proceeds were 
received by the Company on July 11, 1997.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

			      LEVEL BEST GOLF, INC.
			(Registrant)



											
Date:  August 18, 1997					By:  /s/ Fred L. Solomon
					       President and Chief Executive Officer


											
Date:  August 18, 1997				By:  /s/ Patricia A. Sanders
						       Corporate Secretary