As filed with the Securities and Exchange Commission on August 26th, 1997
Commission file number:  33-97770


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

                       FORM 10-QSB/A

[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) 

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

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

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



<PAGE>
LEVEL BEST GOLF, INC.
INDEX

Part I. FINANCIAL INFORMATION

  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
<PAGE>
PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                         Level Best Golf, Inc.
                       Condensed Balance Sheets
<TABLE>
<CAPTION>
<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,
                                ----------  ----------   ----------  ---------
                                   1997        1996         1997       1996
                                ----------  ----------   ----------  ---------
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  	10,000     10       47,490      -            -          47,500
stock warrants 
(unaudited)

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

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	   	4,690,867  $4,691  4,367,823	 (5,122,799)      -        (750,285)
(unaudited)							
</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               449,524          56,488 
     Increase in accrued 
       expenses - affiliates                      181,333         203,886
                                              --------------  --------------
     Net cash used in operating activities     (2,234,815)       (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                              (46,923)          (6,935)
Cash at beginning of period                        46,923            8,061 
                                             ---------------   --------------
Cash at end of period                    $           -               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 1996 all common stock equivalents were anti-dilutive.

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.  Early 
implementation is not permitted.

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 Stock issued for Services

Common stock 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 67%, 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 stock issued for services of $725,740, 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 and other selling, general and administrative expenses of 
$535,923.

The increase in common stock 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 24%, 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 stock 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 stock 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, Caldor, Champs 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 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 $435,038 in notes-
payable affiliates outstanding at September 30, 1996 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.  In July 1997 the 
Company issued $250,000 of convertible debentures pursuant to Regulation 
S promulgated under the Securities Act of 1933.  The Company may offer 
additional convertible debentures in the future to meet its liquidity 
needs.

Net cash used in operating activities was $ 2,234,815 and $ 106,015 
during the nine months ended June 30, 1997 and 1996 respectively.  The 
increase primarily resulted in an increase in net loss of $2,858,163 from 
the prior period as well as an increase in inventory of 540,743, 
partially offset by common stock issued for services of $734,439 and an 
increase is accounts payable and accrued expenses of $449,524.

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 $130,241and net proceeds from notes payable of 
$634,537. 

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 two national 
sporting goods retailers concerning sales performance of the first orders 
shipped to these major retailers.  One retailer was originally a twenty five
store test and Scratch Score Golf has been selected to now be "rolled out" to 
one hundred of their 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 the retailer's locations.

The other retailer confirmed that Scratch Score Golf has sold very well 
and that a significant reorder will be forthcoming.  Also, this retailer 
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