As filed with the Securities and Exchange Commission on August 18, 1997
Commission File No. 33-97770



SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 1997


LEVEL BEST GOLF, INC.

(Exact name of registrant as specified in its charter)


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

14561 58th Street North, Clearwater, Florida 34620	(813) 535-7770


(Address, including zip code, and telephone number, including area code, or
registrant's principal executive offices)



APPLICABLE

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)	Financial statements-None
(b)	Pro forma financial information-None
(c) Exhibits-
10.1	Form of Series A 10% Convertible Debenture due June 1. 2000
10.2	Letter Agreement with Distributors
10.3	Offshore Securities Subscription Agreement
10.4	Amendment No. 1 to Series A 10% Convertible Debenture


Item 8. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

On July 7, 1997, the Registrant sold $250,000 principal amount of Series A 
10% Convertible Debenture due June 1, 2000.  The principal amount of this 
security plus, at the Registrant's option, accrued and unpaid interest is 
convertible into shares of the Registrant's common stock beginning August 
21, 1997, forty five days after the date of sale.  The number of shares 
into which the security is convertible is determined by a formula set forth 
in the debenture, at a conversion price, as follows: The lesser of (a) the 
market price (as defined) on the date of sale, $1.325 or (b) seventy-five 
percent of the market price (as defined) on the date of conversion.  Market 
price is defined as the average closing bid price of the common stock on 
the five trading days immediately preceding the date of sale or the date of 
conversion, as applicable.  In the event the market price on the date of 
sale controls the conversion, the number of shares of the Registrant's 
common stock issuable upon conversion of the principal amount would be 
188,679.


Thomson Kernaghan & Co. Inc. of Toronto, Ontario, Canada acted as
distributors for the Registrant in the placement of the securities.


The securities were sold to institutional investors.  The securities were 
sold for cash at the aggregate face amount, $250,000, and the Registrant 
paid the fee of the distributors' counsel in the amount of $5,000.  The 
distributors were paid a placement fee equal to five percent of the face 
amount of the securities.  In addition, the distributors received 
transferable divisible warrants for shares of the Registrant's common stock 
equal to 10% of the number of shares of common stock into which the 
Debentures would be convertible as at such Closing Date, 18,867 shares.



The Warrants have an exercise price per share of common stock equal to 120% 
of the Market Price, as defined in the Debentures, on the Closing Date, $ 
1.59 and are exercisable for a period of five years and contain (i) 
piggyback registration rights, and (ii) demand registration rights 
commencing twenty four months from date of issue.  The distributor also has 
a right of first refusal covering sales of common stock and securities 
convertible into common stock for a period of 1 year following the closing 
date of July 7, 1997



The securities were sold in reliance upon Regulation S promulgated pursuant 
the Securities Act of 1933.  The facts relied upon by the Registrant are 
set forth as representations of the Registrant and of the purchasers in the 
Offshore Securities Subscription Agreement.  See, Exhibit 10.1.



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 hereunto duly authorized.
Level Best Golf, Inc.
/s/ Fred L. Solomon

By: Fred L. Solomon, President
(Chief Executive Officer)
July 7, 1997



Exhibit Index-
10.1	Form of Series A 1O% Convertible Debenture due June 1, 2000
10.2	Letter Agreement with Distributors
10.3	Offshore Securities Subscription Agreement
10.4	Amendment No. 1 to Series A 10% Convertible Debenture
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As filed with the Securities and Exchange Commission on August 18, 1997
Commission File No. 33-97770

SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 1997

LEVEL BEST GOLF, INC.

(Exact name of registrant as specified in its charter)

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

14561 58th Street North, Clearwater, Florida 34620	(813) 535-7770

(Address, including zip code, and telephone number, including area code, or
registrant's principal executive offices)

APPLICABLE

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)	Financial statements-None
(b)	Pro forma financial information-None
(c) Exhibits-
10.1	Form of Series A 10% Convertible Debenture due June 1. 2000
10.2	Letter Agreement with Distributors
10.3	Offshore Securities Subscription Agreement
10.4	Amendment No. 1 to Series A 10% Convertible Debenture

Item 8. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

On July 7, 1997, the Registrant sold $250,000 principal amount of Series A 
10% Convertible Debenture due June 1, 2000.  The principal amount of this 
security plus, at the Registrant's option, accrued and unpaid interest is 
convertible into shares of the Registrant's common stock beginning August 
21, 1997, forty five days after the date of sale.  The number of shares 
into which the security is convertible is determined by a formula set forth 
in the debenture, at a conversion price, as follows: The lesser of (a) the 
market price (as defined) on the date of sale, $1.325 or (b) seventy-five 
percent of the market price (as defined) on the date of conversion.  Market 
price is defined as the average closing bid price of the common stock on 
the five trading days immediately preceding the date of sale or the date of 
conversion, as applicable.  In the event the market price on the date of 
sale controls the conversion, the number of shares of the Registrant's 
common stock issuable upon conversion of the principal amount would be 
188,679.

Thomson Kernaghan & Co. Inc. of Toronto, Ontario, Canada acted as
distributors for the Registrant in the placement of the securities.

The securities were sold to institutional investors.  The securities were 
sold for cash at the aggregate face amount, $250,000, and the Registrant 
paid the fee of the distributors' counsel in the amount of $5,000.  The 
distributors were paid a placement fee equal to five percent of the face 
amount of the securities.  In addition, the distributors received 
transferable divisible warrants for shares of the Registrant's common stock 
equal to 10% of the number of shares of common stock into which the 
Debentures would be convertible as at such Closing Date, 18,867 shares.

The Warrants have an exercise price per share of common stock equal to 120% 
of the Market Price, as defined in the Debentures, on the Closing Date, $ 
1.59 and are exercisable for a period of five years and contain (i) 
piggyback registration rights, and (ii) demand registration rights 
commencing twenty four months from date of issue.  The distributor also has 
a right of first refusal covering sales of common stock and securities 
convertible into common stock for a period of 1 year following the closing 
date of July 7, 1997

The securities were sold in reliance upon Regulation S promulgated pursuant 
the Securities Act of 1933.  The facts relied upon by the Registrant are 
set forth as representations of the Registrant and of the purchasers in the 
Offshore Securities Subscription Agreement.  See, Exhibit 10.1.

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 hereunto duly authorized.
Level Best Golf, Inc.
/s/ Fred L. Solomon

By: Fred L. Solomon, President
(Chief Executive Officer)
July 7, 1997

Exhibit Index-
10.1	Form of Series A 1O% Convertible Debenture due June 1, 2000
10.2	Letter Agreement with Distributors
10.3	Offshore Securities Subscription Agreement
10.4	Amendment No. 1 to Series A 10% Convertible Debenture