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

                                   FORM 10-QSB

(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of
    1934

                For the quarterly period ended February 29, 2000


[ ] Transition  Report  under  Section 13 or 15(d) of the  Exchange Act for the
    Transition Period from ________ to ___________

                         Commission File Number: 0-25247

                            ADVANCED KNOWLEDGE, INC.
        (Exact name of small business issuer as specified in its charter)

         Delaware                                               95-4675095
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                              Identification No.)

                       17337 Ventura Boulevard, Suite 224
                            Encino, California 91316
                    Issuer's Telephone Number: (818) 784-0040
            (Address and phone number of principal executive offices)



     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12 months  (or 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 [ ]

     The Registrant has 16,000,000  shares of common stock, par value $.001, per
share issued and outstanding as of April 11, 2000.

     Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]

                                       1


<PAGE>


                            INDEX TO QUARTERLY REPORT
                                 ON FORM 10-QSB

PART I       FINANCIAL INFORMATION
                                                                    PAGE
                                                                    ----
Item 1.      Financial Statements                                      3
             Balance Sheet  (unaudited)                                4
             Statements of Operations (unaudited)                      5
             Statements of Cash Flows (unaudited)                      6
             Notes to Financial Statements                             7

Item 2.      Management's Discussion and Analysis or Plan
             of Operation                                             10

PART II      OTHER INFORMATION

Item 1.      Legal Proceedings                                        12

Item 2.      Changes in Securities and Use of Proceeds                12

Item 3.      Defaults upon Senior Securities                          12

Item 4.      Submission of Matters to a Vote
             of Security Holders                                      12

Item 5.      Other Information                                        12

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

Signatures                                                            15

                           FORWARD-LOOKING STATEMENTS

This report contains forward-looking  statements. The forward-looking statements
include all statements  that are not  statements of historical  fact. Our actual
results could differ  materially from the anticipated  results  described in the
forward-looking  statements.  Factors that could affect our results include, but
are not limited to, those  discussed  in Item 2,  "Management's  Discussion  and
Analysis or Plan of  Operation,"  and our current  views with  respect to future
events that involve risks and uncertainties  including  uncertainties related to
successful  negotiations with third parties,  capital availability,  operational
and other risks,  selection of profitable  sites, and  uncertainties and factors
described from time to time in our publicly  available SEC reports.  In light of
these risks and  uncertainties,  the  forward-looking  events  described in this
report might not occur.

                                       2

<PAGE>


PART I     FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

                (Financial Statements Commence on Following Page)

                                       3


<PAGE>

<TABLE>

ADVANCED KNOWLEDGE, INC.

BALANCE SHEETS
--------------------------------------------------------------------------------
<CAPTION>
                                              February 29,
                                                 2000                 August 31
                                              (UNAUDITED)               1999
                                               ---------              ---------

<S>                                            <C>                    <C>
ASSETS

CASH                                           $  13,931              $  10,859

ACCOUNTS RECEIVABLE                               55,423                 28,568

VIDEO INVENTORY AND PRODUCTION COSTS              47,444                 49,444

PREPAID EXPENSES                                   1,050                  1,050
                                               ---------              ---------

TOTAL ASSETS                                   $ 117,848              $  89,921
                                               =========              =========


LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES:
Accrued royalties                              $  62,503              $  27,874
Accrued expenses                                  33,484                 22,061
Note payable to shareholder                      187,962                127,962
Accrued interest due to shareholder               17,034                  9,682
                                               ---------              ---------
Total liabilities                                300,983                187,579
                                               ---------              ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
Common stock, par value - $.001,
  25,000,000 shares authorized, 6,000,000
  and 4,000,000 shares issued and
  outstanding at February 29, 2000 and
  August 31, 1999, respectively                    6,000                  4,000
Additional paid-in capital                       222,000                 99,000
Accumulated deficit                             (411,135)              (200,658)
                                               ---------              ---------
Total shareholders' deficit                     (183,135)               (97,658)
                                               ---------              ---------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT    $ 117,848              $  89,921
                                               =========              =========

See accompanying notes to financial statements.
</TABLE>

                                       4

<PAGE>

<TABLE>

ADVANCED KNOWLEDGE, INC.

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE THREE MONTHS AND SIX MONTHS ENDED
FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
--------------------------------------------------------------------------------
<CAPTION>
                       Three Months    Six Months    Three Months    Six Months
                          Ended          Ended          Ended          Ended
                       February 29,   February 29,   February 28,   February 28,
                          2000           2000           1999           1999
                        ---------      ---------      ---------      ---------

<S>                     <C>            <C>            <C>            <C>
REVENUES                $  70,433      $ 137,122      $  48,897      $  87,515

COST OF SALES              27,976         53,773         16,463         35,034
                        ---------      ---------      ---------      ---------

GROSS PROFIT               42,457         83,349         32,434         52,481
                        ---------      ---------      ---------      ---------

EXPENSES:
Selling and marketing      32,177         81,789          7,653         18,187
General and
  administrative           18,218         35,207         12,926         28,168
Professional fees         127,339        167,879         18,751         44,141
Interest expense            3,693          7,352          2,205          3,659
                        ---------      ---------      ---------      ---------
Total expenses            182,426        292,226         41,535         94,155
                        ---------      ---------      ---------      ---------

LOSS BEFORE
  INCOME TAXES           (138,969)      (208,877)        (9,101)       (41,674)

INCOME TAXES                               1,600                           900
                                       ---------                     ---------

NET LOSS                $(138,969)      (210,477)     $  (9,101)       (42,574)
                        =========                     =========

ACCUMULATED DEFICIT,
  BEGINNING OF PERIOD                   (200,658)                      (86,645)
                                       ---------                     ---------

ACCUMULATED DEFICIT,
  END OF PERIOD                        $(411,135)                    $(129,219)
                                       =========                     =========


BASIC LOSS PER SHARE    $    (.03)     $    (.05)    $   N/A         $    (.01)
                        =========      =========     =========       =========

COMMON SHARES
  OUTSTANDING           4,333,333      4,166,667      3,133,333      3,066,667
                        =========      =========      =========      =========

See accompanying notes to financial statements.
</TABLE>

                                       5

<PAGE>

<TABLE>

ADVANCED KNOWLEDGE, INC.

STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
--------------------------------------------------------------------------------
<CAPTION>
                                              February 29,          February 28,
                                                 2000                  1999
                                              -----------           -----------

<S>                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                        $(210,477)            $ (42,574)
Adjustments to reconcile net loss to
    net cash used by operating
    activities:
    Amortization                                      213                 2,500
    Issuance of stock for services                125,000
    Changes in operating assets and
      liabilities:
    Accounts receivable                           (26,855)              (21,151)
    Inventory                                       1,787               (19,284)
    Prepaid expenses                                                     (1,110)
    Accrued expenses                               53,404               (20,661)
                                                ---------             ---------

Net cash used by operating activities             (56,928)             (102,280)
                                                ---------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft                                                              612
Sale of common stock                                                     20,000
Borrowings from shareholder                        60,000                70,750
                                                ---------             ---------
Net cash provided by financing activities          60,000                91,362
                                                ---------             ---------

NET INCREASE (DECREASE) IN CASH                     3,072               (10,918)

CASH, BEGINNING OF PERIOD                          10,859                10,918
                                                ---------             ---------

CASH, END OF PERIOD                             $  13,931             $     -0-
                                                =========             =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
Cash paid for interest                         $     -0-              $     -0-
Cash paid for income taxes                     $   1,600              $     900

See notes to financial statements.
</TABLE>

                                       6



<PAGE>




ADVANCED KNOWLEDGE, INC.

NOTES TO FINANCIAL STATEMENTS


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION

         The accompanying  unaudited financial  statements have been prepared in
         accordance with generally  accepted  accounting  principles for interim
         financial information and with the instructions to Form 10-QSB and Item
         310(b) of Regulation S-B.  Accordingly,  they do not include all of the
         information  and footnotes  required by generally  accepted  accounting
         principles  for  complete  financial  statements.  In  the  opinion  of
         management all adjustments  (consisting of normal  recurring  accruals)
         considered  necessary  for a  fair  presentation  have  been  included.
         Operating results for the six-month period ended February 29, 2000, are
         not necessarily  indicative of the results that may be expected for the
         year ended  August 31,  2000.  For  further  information,  refer to the
         financial  statements and footnotes  thereto  included in the Company's
         report on Form 10K-SB for the year ended August 31, 1999.

         The balance sheet at August 31, 1999, has been derived from the audited
         financial  statements  at that  date but does  not  include  all of the
         information  and footnotes  required by generally  accepted  accounting
         principles for complete financial statements.

         GENERAL  INFORMATION  - The core  business  of the  Company  during the
         periods  covered by this report was the  production  and  marketing  of
         business training videos.

         GOING CONCERN - The Company  experienced  significant  operating losses
         for the year ended August 31, 1999 and through  February 29, 2000.  The
         financial  statements  have been  prepared  assuming the Company  would
         continue  to  operate  as  a  going  concern,  which  contemplates  the
         realization  of assets and the  settlement of liabilities in the normal
         course of business.  No adjustment has been made to the recorded amount
         of assets or the recorded amount or classification of liabilities which
         would  be  required  if  the  Company   were  unable  to  continue  its
         operations.  As discussed in Note 2, on March 20, 2000,  subsequent  to
         the  periods  covered  by  these  financial  statements,   the  Company
         completed the  acquisition of all of the  outstanding  common shares of
         Soccer Magic Inc.  ("Soccer  Magic") and  subsequently  sold all of its
         other assets to Becor  Internet Inc. in exchange for the  assumption of
         the Company's  liabilities.  Soccer Magic is considered  the accounting
         acquiror of the Company and, going forward, the financial statements of
         the Company will be those of Soccer Magic.

         UNCLASSIFIED  BALANCE SHEET - In accordance with the provisions of SFAS
         No. 53, the  Company  has  elected to present an  unclassified  balance
         sheet.

         VIDEO  INVENTORY  - Video  inventory  consists of video  tapes,  demos,
         training manuals and film production costs.  Inventory is stated at the
         lower of cost or estimated net realizable value and is amortized in the
         ratio of the current year's gross revenues to

                                       7


<PAGE>



         management's   estimate  of  remaining  gross   revenues.   Accumulated
         amortization at February 29, 2000 totaled $10,497.

         LOSS PER SHARE - The Company  adopted the  provisions  of  Statement of
         Financial  Accounting Standards ("SFAS") No. 128, "Earnings Per Share,"
         that  established  standards  for  the  computation,  presentation  and
         disclosure of earnings per share ("EPS"), replacing the presentation of
         Primary EPS with a  presentation  of Basic EPS. It also  requires  dual
         presentation  of Basic EPS and  Diluted  EPS on the face of the  income
         statement for entities with complex capital structures. The Company did
         not present Diluted EPS since it has a simple capital structure.

         The loss per share for the three  months  ended  February  28, 1999 has
         been indicated as "N/A" (not  available)  since the amount is less than
         $0.01 per share.

2.       ISSUANCE OF COMMON STOCK

         During December 1999, the Company issued 2,000,000 shares of its common
         stock in exchange for consulting services valued at $125,000.

3.       SUBSEQUENT EVENTS -- ACQUISITION OF SOCCER MAGIC INC.

         On March 20, 2000,  pursuant to an  Acquisition  Agreement  dated as of
         December 14, 1999, the Company purchased all of the outstanding  shares
         of Soccer  Magic  through an exchange of  0.84244082  of its shares for
         each share of Soccer  Magic.  The Company  issued a total of 10,000,000
         shares of its common stock to the former  shareholders  of Soccer Magic
         in the transaction. As a result of the acquisition, Soccer Magic became
         a wholly  owned  subsidiary  of the  Company.  Under  reverse  takeover
         accounting  principles,  Soccer  Magic is deemed  to be the  accounting
         acquirer in the transaction.

         Immediately  following the Soccer Magic  acquisition,  the Company sold
         all of the assets  related to its workforce  training video business to
         Becor Internet Inc. ("Becor"), a corporation controlled by Buddy Young,
         who is a significant  shareholder  and, at the time of the sale,  was a
         director and executive officer of the Company.  The assets  transferred
         included   all   rights  to  the   "Advanced   Knowledge"   name;   the
         advancedknowledge.com web site; four workforce training videos; and all
         cash, accounts receivable, inventory, equipment, personal property, and
         rights under production and distribution agreements held by the Company
         as of March 20, 2000. In exchange for the assets,  Becor  assumed,  and
         both Becor and Mr. Young  agreed to indemnify  the Company with respect
         to, all of the liabilities  incurred or accrued by the Company prior to
         March 20, 2000. According to the unaudited balance sheet of the Company
         as of March 20,  2000,  the  Company had total  assets of $117,848  and
         total liabilities of $300,983 at that date. The total liabilities as of
         such date  included  approximately  $204,995 of principal  and interest
         owed to Mr. Young under a secured promissory note.

         The  acquisition  of  Soccer  Magic's  stock is  subject  to  automatic
         rescission  and  unwinding  at 5:00 p.m.  Pacific Time on June 30, 2000
         (the "Deadline") unless, prior to the Deadline, the Company completes a
         private  placement  of common  stock  raising  gross  proceeds  for the
         Company of at least  $2,700,000  and the Company is then current in its
         filing  obligations  with the SEC. To facilitate  any  rescission,  the
         shares and other items delivered

                                       8

<PAGE>

         by the parties at the closing of the  acquisition  were deposited in an
         escrow,  with an  independent  third party serving as escrow agent.  If
         there is a rescission,  the Soccer Magic shares acquired by the Company
         will be  returned  to the former  Soccer  Magic  shareholders,  and the
         Company shares issued to the Soccer Magic shareholders will be returned
         to the Company for cancellation.

                                       9

<PAGE>



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

ACQUISITION OF SOCCER MAGIC INC., SALE OF EXISTING ASSETS AND PLAN OF OPERATION

On March 20, 2000, pursuant to an Acquisition Agreement dated as of December 14,
1999, the Company  purchased all of the outstanding  shares of Soccer Magic Inc.
("Soccer  Magic") through an exchange of 0.84244082 of its shares for each share
of Soccer Magic.  The Company issued a total of 10,000,000  shares of its common
stock to the former shareholders of Soccer Magic in the transaction. As a result
of the  acquisition,  Soccer  Magic  became a  wholly  owned  subsidiary  of the
Company. Under reverse takeover accounting principles, Soccer Magic is deemed to
be the accounting acquirer in the transaction.

Soccer  Magic was  incorporated  in Canada  under  the laws of the  Province  of
Ontario on January 29, 1997. Soccer Magic designs, constructs, owns and operates
modern  multi-recreational  and family oriented  facilities,  with soccer as its
primary venue.  These facilities also serve a variety of other field sports such
as touch football,  rugby,  lacrosse,  field hockey and golf. The facilities can
accommodate  both  seasoned  and novice  players of these  sports.  Soccer Magic
currently  operates two such  facilities  through wholly owned  subsidiaries  in
Kingston and London, Ontario, but is positioned to acquire additional facilities
capitalizing on the growing demand for indoor soccer facilities.

Soccer Magic's business  strategy for company owned locations is to be the first
entrant in each target market satisfying an identifiable local demand for indoor
facilities.  Each  target  market will be  selected  based on the  presence of a
significant  soccer  playing  population  and its relation with the local soccer
association.  Soccer  Magic  competes on the basis of its  distinctive  facility
design, superior quality, and pricing strategy.

Going  forward,  the  Company  plans to focus its  business  exclusively  on the
continuation and expansion of Soccer Magic's business.  Accordingly, the Company
plans to change its name from Advanced Knowledge, Inc. to Sporting Magic Inc. as
soon as possible, after obtaining shareholder approval.

In  furtherance  of its change of  business,  on March 20, 2000,  following  the
Soccer Magic  acquisition,  the Company  sold all of the assets and  liabilities
related  to its  workforce  training  video  business  to  Becor  Internet  Inc.
("Becor"),  a  corporation  controlled  by  Buddy  Young,  who is a  significant
shareholder  and, at the time of the sale, was a director and executive  officer
of the Company.  The sale was made pursuant to an Asset Sale Agreement  dated as
of March 16, 2000, which was unanimously approved by the disinterested directors
of the Company.  The assets  transferred  included  all rights to the  "Advanced
Knowledge"  name; the  advancedknowledge.com  web site; four workforce  training
videos;  and all  cash,  accounts  receivable,  inventory,  equipment,  personal
property,  and rights under production and  distribution  agreements held by the
Company as of March 20, 2000.  In exchange for the assets,  Becor  assumed,  and
both Becor and Mr. Young agreed to indemnify the Company with respect to, all of
the  liabilities  incurred  or accrued by the Company  prior to March 20,  2000.
According to the  unaudited  balance  sheet of the Company as of March 20, 2000,
the Company had total  assets of $117,848 and total  liabilities  of $300,983 at
that date. The total liabilities as of such date included approximately $204,995
of principal and interest owed to Mr. Young under a secured promissory note.

                                       10

<PAGE>

In the Asset Sale Agreement,  the Company covenanted not to (i) use the Advanced
Knowledge  name  after  completion  of the  asset  sale,  except  for  using the
corporate  name for general  corporate  purposes  until it is able to change its
corporate  name;  (ii) change the  transfer  agent for its common  stock for two
years   after   March  20,   2000;   (iii)   engage  in  any   recapitalization,
reorganization,  or reverse split or consolidation of shares for two years after
March 20, 2000; or (iv) issue more than  6,000,000  shares of common  stock,  or
other  securities  which may be converted  into or exercised for the purchase of
shares of common  stock,  between  March 20, 2000 and the  Deadline,  as defined
below.

The  acquisition of Soccer Magic's stock is subject to automatic  rescission and
unwinding at 5:00 p.m.  Pacific Time on June 30, 2000 (the  "Deadline")  unless,
prior to the Deadline, the Company completes a private placement of common stock
raising gross proceeds for the Company of at least $2,700,000 and the Company is
then  current  in its  filing  obligations  with  the  SEC.  To  facilitate  any
rescission,  the shares and other items  delivered by the parties at the closing
of the acquisition were deposited in an escrow,  with an independent third party
serving as escrow  agent.  If there is a  rescission,  the Soccer  Magic  shares
acquired  by  the  Company   will  be  returned  to  the  former   Soccer  Magic
shareholders,  and the Company  shares  issued to the Soccer Magic  shareholders
will be returned to the Company for cancellation.

The Company requires additional equity and/or debt financing to fund its current
operations and expansion plans. The Company  anticipates being able to raise the
necessary  financing from private sources.  However,  no assurances can be given
that such financing will be available to the Company on favorable  terms or on a
timely basis.

The  number of people  employed  by the  Company  varies  during the year and is
greatest  during the  cooler  months  when  indoor  sports  are in season.  From
September 1999 to April 2000, the Company has averaged about ten employees.  The
Company  plans to reduce  that number to three  during the warmer  months of May
through August 2000. The Company also employs  part-time workers on an as-needed
basis.

THE QUARTER ENDED FEBRUARY 29, 2000 COMPARED WITH THE QUARTER ENDED FEBRUARY 28,
1999

Operations  during the quarter ended February 29, 2000 resulted in a net loss of
$138,969  compared to a net loss of $9,101 for the quarter  ended  February  28,
1999.  The  difference is  attributable  to the Company's  issuance of 2,000,000
shares of common stock in exchange for  consulting  services  valued at $125,000
during the recent period.

Revenue for the quarter  ended  February  29, 2000 totaled  $70,433  compared to
revenue of $48,897 for the quarter  ended  February 28, 1999.  This  increase of
approximately  $22,000 is mainly  attributable  to the Company  having added two
additional  training  videos to its product line and a sales  representative  in
Northern California.

General and Administrative  Expense. The Company incurred $18,218 and $12,926 in
general and administrative  expenses during the quarters ended February 29, 2000
and February 28, 1999,  respectively.  The  difference  is  attributable  to the
establishment of a sales office in Northern California.

Interest  Expense.  The  Company  recorded  $3,693 in  interest  expense for the
quarter  ended  February  29, 2000 as  compared to $2,205 for the quarter  ended
February 28, 1999. These

                                       11

<PAGE>

amounts  are  associated  with the monies  that were owed by the  Company to its
former President.

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the quarter  ended  February 29, 2000,  no matters were  submitted to the
Company's security holders.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

         The following  documents are included or  incorporated  by reference as
         exhibits to this report:

         EXHIBIT
            NO.                         DOCUMENT DESCRIPTION
         -------      ----------------------------------------------------------

           (2)        PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT,
                      LIQUIDATION OR SUCCESSION

             2.1      Form of Acquisition Agreement by and between the Company
                      and Soccer Magic dated as of December 14, 1999(1)

             2.2      Escrow Agreement dated as of March 16, 2000 by and among
                      the Company, Soccer Magic and Jack L. Chegwidden, a
                      professional corporation, as escrow agent(2)

                      The following  attachment to the Escrow  Agreement will be
                      provided to the Commission upon request:

                      ATTACHMENT    DESCRIPTION
                      ----------    -----------
                      Schedule A    Addresses of SMI Shareholders

                                       12

<PAGE>


             2.3      Asset Sale Agreement dated as of March 16, 2000 by and
                      among the Company, Becor Internet Inc. and Buddy Young
                      and ratified and approved by Soccer Magic(2)

                      The following attachments to the Asset Sale Agreement will
                      be provided to the Commission upon request:

                      ATTACHMENT    DESCRIPTION
                      ----------    -----------
                      Exhibit A     Schedule of Trademarks, Patents and
                                    Copyrights
                      Exhibit B     Schedule of Personal Property
                      Exhibit C     Schedule of Equipment Leases
                      Exhibit D     Schedule of Contracts, Accounts Receivable
                                    and Inventory
                      Exhibit E     Schedule of Other Events
                      Exhibit F     Schedule of Assumed Liabilities

             2.4      Form of Purchase and Sale Agreement dated as of December
                      1999 by and between the Company and each of the former
                      shareholders of Soccer Magic(2)

             2.5      Representation Letter from Buddy Young to Soccer Magic and
                      its former shareholders(2)

             2.6      Amendment  Agreement  dated as of February 14, 2000 by and
                      among the Company; Soccer Magic; Becor Internet Inc.; Jack
                      L.  Chegwidden,  a  professional  corporation,  as  escrow
                      agent; officers of Advanced Knowledge;  officers of Soccer
                      Magic;  and Buddy Young,  Manny Gross,  Myron Grunberg and
                      Brian Rattenbury, as individuals(2)

           (3)        ARTICLES OF INCORPORATION AND BY-LAWS

             3.1      Certificate of Incorporation(3)

             3.2      Certificate of Amendment dated March 11, 1987(4)

             3.3      Certificate of Amendment dated September 18, 1990(4)

             3.4      Certificate of Amendment dated August 5, 1998(3)

             3.5      Certificate of Merger(3)

             3.6      By-laws(3)

           (4)        INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

             4.1      Facsimile of specimen common stock certificate(4)

           (27)       FINANCIAL DATA SCHEDULE

             27.1     Financial Data Schedule

                                       13

<PAGE>

-----------------------
(1)      Previously  filed as an exhibit to the Company's  report on Form 10-QSB
         for the quarter  ended  November 30, 1999,  which was filed on December
         12, 1999, and incorporated herein by reference.

(2)      Previously filed as an exhibit to the Company's  current report on Form
         8-K,  which  was filed on April 4,  2000,  and  incorporated  herein by
         reference.

(3)      Previously filed as an exhibit to the Company's  registration statement
         on Form  10-SB,  which was filed on January 7, 1999,  and  incorporated
         herein by reference.

(4)      Previously  filed as an exhibit to the Company's  annual report on Form
         10-KSB, which was filed on October 21, 1999, and
         incorporated herein by reference.

         (b)      REPORTS ON FORM 8-K

                  None.

                                       14


<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        ADVANCED KNOWLEDGE, INC.
                                        (Registrant)


Date:  April 11, 2000                   /S/ MYRON GRUNBERG
                                        ------------------
                                        Myron Grunberg, President and Chief
                                        Executive Officer


Date:  April 11, 2000                   /S/ BRIAN RATTENBURY
                                        --------------------
                                        Brian Rattenbury, Chief Financial
                                        Officer and Principal Accounting Officer


                                       15