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 JULY 31, 2000

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
         FOR THE TRANSITION PERIOD FROM ________ TO _________

Commission File Number: 0-25247


                               SPORTING MAGIC 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 registrant filed all documents and 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 16,800,000 shares of common stock, par value $.001 per
share, issued and outstanding as of July 31, 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
           Condensed Consolidated Interim Statement of Loss (unaudited) ....   4
           Condensed Consolidated Interim Balance Sheet (unaudited) ........   5
           Condensed Consolidated Interim Statement of Shareholders'
             Deficiency (unaudited) ........................................   6
           Condensed Consolidated Interim Statement of Cash
             Flows (unaudited) .............................................   7
           Notes to the Condensed Consolidated Interim Financial
             Statements ....................................................   8

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

PART II    OTHER INFORMATION                                                PAGE

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 6.    Exhibits and Reports on Form 8-K ................................. 13

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


          (Financial Statements Commence on Following Page)


                   (Balance of Page Intentionally Left Blank)









                                        3


<PAGE>

<TABLE>


                                           SPORTING MAGIC INC.
                                    (FORMERLY ADVANCED KNOWLEDGE INC.)
                             CONDENSED CONSOLIDATED INTERIM STATEMENT OF LOSS
                             ------------------------------------------------
                                         (Expressed in US Dollars)
                                  FOR THE NINE MONTHS ENDED JULY 31, 2000
                                                (UNAUDITED)

<CAPTION>

                                                      Nine Months ended            Three Months ended
                                              July 31, 2000   July 31, 1999   July 31, 2000   July 31, 1999
-----------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>             <C>
REVENUES
League play, tournaments and field rentals .   $    371,811    $    282,478    $      3,584    $        624
Golf .......................................         19,185          18,656             682             149
Other income ...............................         15,796           7,150           1,275             679
                                               ------------    ------------    ------------    ------------
                                                    406,792         308,284           5,541           1,452
                                               ------------    ------------    ------------    ------------
EXPENSES
Depreciation ...............................        151,449         143,931          54,604          49,342
Interest - long term .......................         84,831          86,969          27,940          28,983
Interest - short term ......................          1,437           2,437             456             346
Maintenance and supplies ...................         35,057          30,542           6,408           3,107
Marketing ..................................         36,560          37,191           2,809           7,455
Miscellaneous ..............................         24,718          19,106           9,670           6,363
Office and occupancy costs .................         39,181          35,130           8,754          10,829
Professional and consulting fees ...........      1,278,651          15,934       1,260,278           3,870
Rent .......................................         43,621          40,212          15,808          13,787
Salaries and wages .........................        154,041         156,402          29,408          33,578
Property taxes .............................         59,556          46,326          22,214          15,743
Utilities ..................................         65,960          45,982           5,729           2,570
                                               ------------    ------------    ------------    ------------
                                                  1,975,062         660,162       1,444,078         175,973
                                               ------------    ------------    ------------    ------------

Net loss ...................................     (1,568,270)       (351,878)     (1,438,537)       (174,521)
                                               ============    ============    ============    ============

Net loss per share, basic and diluted ......   $     (0.100)   $     (0.022)   $     (0.090)   $     (0.010)
                                               ============    ============    ============    ============

Common shares outstanding, basic and diluted     16,141,606      16,000,000      16,421,739      16,000,000
                                               ============    ============    ============    ============

See accompanying notes to the condensed consolidated interim financial statements.
</TABLE>


                                                       4

<PAGE>

<TABLE>

                               SPORTING MAGIC INC.
                       (FORMERLY ADVANCED KNOWLEDGE INC.)
                  CONDENSED CONSOLIDATED INTERIM BALANCE SHEET
                            (Expressed in US Dollars)
                               AS AT JULY 31, 2000
                                   (UNAUDITED)
<CAPTION>

                                                July 31, 2000   October 31, 1999
--------------------------------------------------------------------------------
<S>                                               <C>               <C>
ASSETS
Current
  Cash .....................................      $     2,664       $    33,024
  Accounts receivable
     Trade .................................            2,186            35,564
     GST ...................................            5,148             6,119
     Employee advances .....................            8,914             5,813
  Prepaid expenses .........................           24,689            24,510
                                                  -----------       -----------
                                                       43,601           105,030
                                                  -----------       -----------
Fixed assets
  Site development costs ...................          225,060           227,415
  Dome installation & equipment ............          295,673           298,767
  Dome structure ...........................          595,549           601,780
  Modular buildings ........................          317,856           321,182
  FieldTurf ................................          216,686           218,953
  Boards, netting and equipment ............          242,958           244,046
                                                  -----------       -----------
                                                    1,893,782         1,912,143
  Less: Accumulated depreciation ...........         (500,304)         (354,389)
                                                  -----------       -----------
                                                    1,393,478         1,557,754
                                                  -----------       -----------
                                                    1,437,079         1,662,784
                                                  ===========       ===========
LIABILITIES
Current
  Bank indebtedness ........................
  Trade payables ...........................          449,983           348,587
  Source deductions ........................            1,429             6,832
  Deferred revenue .........................            2,486           163,925
  Current portion of long term debt ........          149,555           149,106
                                                  -----------       -----------
                                                      603,453           668,450
                                                  -----------       -----------
Long term
  Bank loan ................................          131,448           181,743
  Lease obligations ........................          535,602           595,773
  Advances from shareholders ...............        2,129,881         1,768,791
                                                  -----------       -----------
                                                    2,796,931         2,546,307
                                                  -----------       -----------
                                                    3,400,384         3,214,757
                                                  -----------       -----------
SHAREHOLDERS' DEFICIENCY
Capital stock ..............................           16,800               460
Contributed surplus ........................        1,135,844
Cumulative translation adjustment ..........           18,672            (1,622)
Deficit ....................................       (3,134,621)       (1,550,811)
                                                  -----------       -----------
                                                   (1,963,305)       (1,551,973)
                                                  -----------       -----------
                                                  $ 1,437,079       $ 1,662,784
                                                  ===========       ===========

See  accompanying  notes  to  the  condensed   consolidated   interim  financial
statements.
</TABLE>

                                       5

<PAGE>

<TABLE>

                                                        SPORTING MAGIC INC.
                                                 (FORMERLY ADVANCED KNOWLEDGE INC.)
                                CONDENSED CONSOLIDATED INTERIM STATEMENT OF SHAREHOLDERS' DEFICIENCY
                                --------------------------------------------------------------------
                                                      (Expressed in US Dollars)
                                               FOR THE NINE MONTHS ENDED JULY 31, 2000
                                                             (UNAUDITED)

<CAPTION>

                                      Common Stock
                                ---------------------     Contributed     Accumulated     Translation          Total       Adjusted
                                    Shares     Amount         Surplus         Deficit       Adjustment    Deficiency           Loss
                                ----------------------------------------------------------------------------------------------------
<S>                             <C>           <C>          <C>            <C>                <C>         <C>            <C>
October 30, 1997                       600    $   426                     $  (151,071)       $  3,885    $  (146,760)
Stock split (18,300:1,
  January 1998)                 10,979,400
Foreign currency
  translation adjustment                                                                       56,766         56,766    $    56,766
Net loss 1998                                                                (859,517)                      (859,517)      (859,517)
                                                                                                                        ------------
Total adjusted loss                                                                                                        (802,751)
                                ------------------------------------------------------------------------------------    ============
October 31, 1998                10,980,000        426                      (1,010,588)         60,651       (949,511)
Issue of shares for
   cash, October 1999              890,270         34                                                             34
Foreign currency
  translation adjustment                                                                      (62,273)       (62,273)       (62,273)
Net loss 1999                                                                (540,223)                      (540,223)      (540,223)
                                                                                                                        ------------
Total adjusted loss                                                                                                        (602,496)
                                ------------------------------------------------------------------------------------    ============
October 31, 1999                11,870,270        460                      (1,550,811)        (1,622)     (1,551,973)
Issue of stock in connection
   with recapitalization         4,129,730     15,540                         (15,540)
Issue of stock for services        800,000        800      $1,224,400                                      1,225,200
Professional fees relating
  to issue of stock                                           (88,556)                                       (88,556)
Foreign currency
   translation adjustment                                                                     20,294          20,294         20,294
Net loss July 2000                                                         (1,568,270)                    (1,568,270)    (1,568,270)
                                                                                                                        ------------
Total adjusted loss                                                                                                     $(1,547,976)
                                ------------------------------------------------------------------------------------    ============
July 31, 2000                   16,800,000    $16,800      $1,135,844     $(3,134,621)       $ 18,672    $(1,963,305)
                                ====================================================================================

See accompanying notes to the condensed consolidated interim financial statements.
</TABLE>


                                                                6


<PAGE>

<TABLE>

                               SPORTING MAGIC INC.
                       (FORMERLY ADVANCED KNOWLEDGE INC.)
             CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
             ------------------------------------------------------
                            (Expressed in US Dollars)
                     FOR THE NINE MONTHS ENDED JULY 31, 2000
                                   (UNAUDITED)
<CAPTION>


NINE MONTHS ENDED JULY 31,                                  2000           1999
--------------------------------------------------------------------------------
<S>                                                  <C>            <C>
Cash and cash equivalents derived from (applied to)

  OPERATING
     Net loss ....................................   $(1,568,270)   $  (351,878)
     Services for stock ..........................     1,225,200
     Depreciation ................................       151,449        143,931
                                                     -----------    -----------
                                                        (191,621)      (207,947)

     Change in non-cash operating working capital:
            Receivables ..........................        31,248         17,819
            Prepaids .............................          (179)        (6,051)
            Payables and accruals ................        95,993         68,750
            Deferred revenue .....................      (161,439)      (102,533)
                                                     -----------    -----------
                                                        (225,998)      (229,962)
                                                     -----------    -----------
  FINANCING
     Bank financing ..............................        (5,963)
     Advances from shareholders ..................       361,090        444,350
     Long term debt ..............................      (110,017)       (74,797)
     Stock issue costs ...........................       (88,556)
                                                     -----------    -----------
                                                         162,517        363,590
                                                     -----------    -----------
  INVESTING
     Purchase of capital assets ..................        (1,457)       (41,052)
                                                     -----------    -----------

  Foreign currency effect on cash ................        34,578        (60,950)
                                                     -----------    -----------

Net increase in cash and cash equivalents ........       (30,360)        31,626
Cash and cash equivalents, beginning of period ...        33,024
                                                     -----------    -----------
Cash and cash equivalents, end of period .........   $     2,664    $    31,626
                                                     ===========    ===========

See  accompanying  notes  to  the  condensed   consolidated   interim  financial
statements.
</TABLE>


                                        7


<PAGE>



                               SPORTING MAGIC INC.
                       (FORMERLY ADVANCED KNOWLEDGE INC.)
        NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
        ----------------------------------------------------------------
                            (Expressed in US Dollars)
                                  JULY 31, 2000
                                   (UNAUDITED)

1.   General

The unaudited condensed consolidated interim financial statements have been
prepared on the same basis as the audited consolidated financial statements and,
in the opinion of management, reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation for each of the periods
presented. The results of operation for interim periods are not necessarily
indicative of results to be achieved for full fiscal years. As contemplated by
the Securities and Exchange Commission (SEC) under Rule 10-1 of Regulation S-X,
the accompanying consolidated financial statements have been condensed and do
not contain certain information that will be included in the Company's annual
consolidated financial statements and footnotes thereto. For further
information, refer to the pro forma financial statements filed under form 8K
filed on April 4, 2000 and to the consolidated financial statements and related
footnotes for the year ended October 31, 1999 included in the form 8K/A filed on
June 5, 2000.

2.   Basis of Presentation

Recapitalization

On March 20, 2000, the Company purchased all of the outstanding shares of Soccer
Magic Inc. through an exchange of 0.84244082 of its shares for each share of
Soccer Magic Inc. (the "Acquisition"). As a result of the Acquisition, the
shareholders of Soccer Magic Inc. owned approximately 63% of the outstanding
shares of the Company and, accordingly, the purchase of Soccer Magic Inc. by the
Company is accounted for as a reverse takeover transaction under generally
accepted accounting principles.

Under generally accepted accounting principles, the Acquisition is considered to
be a capital transaction in substance, rather than a business combination. That
is, the Acquisition is equivalent to the issuance of stock by Soccer Magic Inc.
for the net monetary assets of the Company, accompanied by a recapitalization,
and is accounted for as a change in capital structure. Accordingly, the
accounting for the Acquisition is identical to that resulting from a reverse
acquisition, except that no goodwill is recorded. Under reverse takeover
accounting, the post reverse-acquisition comparative historical financial
statements of the "legal acquirer" (the Company), are those of the "legal
acquiree" (Soccer Magic Inc.) (i.e. the accounting acquirer).

Accordingly, the condensed consolidated financial statements of the Company as
at July 31, 2000, are the historical financial statements of Soccer Magic Inc.
for the same period adjusted for the following transactions contained in the
Share Exchange Agreement executed at the consummation of the Acquisition. The
basic structure and terms of the Acquisition, together with the applicable
accounting effects, is as follows:

                                        8


<PAGE>



i.   The Company acquired all of the outstanding shares of Common stock of
     Soccer Magic Inc. from various shareholders in exchange for 10,000,000
     shares of newly issued Common stock of the Company. The Common stock
     exchange, in addition to the Company's existing shares outstanding,
     collectively resulted in the recapitalization of the Company.

ii.  The consolidated financial statements of the combined entity are issued
     under the name of the legal parent, Sporting Magic Inc.(formerly Advanced
     Knowledge, Inc), but are considered a continuation of the financial
     statements of the legal subsidiary, Soccer Magic Inc.;

iii. As Soccer Magic Inc. is deemed to be the acquirer for accounting purposes,
     its assets and liabilities are included in the consolidated financial
     statements at their historical carrying values; and,

iv.  Any comparative numbers are those of Soccer Magic Inc.


3.   Summary of Significant Accounting Policies

These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States.

Foreign currency translation

The functional currency of the Company is the Canadian dollar. The financial
statements are presented in U.S. dollars using the principles set out in
Statement of Financial Accounting Standards No. 52 "Foreign Currency
Translation" (SFAS No. 52). Assets and liabilities are translated at the rate of
exchange in effect at the close of the period. Revenues and expenses are
translated at the weighted average of exchange rates in effect during the
period. The effects of exchange rate fluctuations on translating foreign
currency assets and liabilities into U.S. dollars are included as part of the
accumulated other comprehensive loss component of shareholders' equity. Diluted
earnings per share takes into account the potential dilution that could occur if
securities or other contracts to issue common stock were exercised and converted
into common stock.

Income taxes

Income taxes for the interim period were computed using the effective tax rate
estimated to be applicable for the full fiscal year, which is subject to on
going review and evaluation by management.

                                        9


<PAGE>



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

PLAN OF OPERATION

     We are now at the early stages of preparing for our next playing
seasons in London and Kingston, which will start in October in both locations.

     First indications are that activity at these two locations will
continue to grow. We are receiving many inquiries from new customers and some
commitments from leagues that had previously been playing in gyms and old
arenas.

     We anticipate that our growing revenues, along with plans for the
securing of additional private financing, should satisfy our cash requirements
over the next year. However, there can be no assurance that we will be
successful in raising capital through the sale of equity or debt.

     We continue to actively seek to expand our operations. In that respect,
on August 3, 2000 we announced that we had entered into a letter of intent to
acquire 100% of both The Soccer Post International Franchise Corporation and
Soccer Locker, Inc. These are the are the largest chain of soccer specialty
stores in the United States with 26 franchised and three corporate owned
locations in the United States. Combined, they had revenue in 1999 in excess of
US$13,500,000.

     Negotiations with respect to this acquisition and arrangements
financing for the combined companies are being actively pursued at this time.
However, there can be on assurance that we will be able to secure or arrange the
financing necessary to purchase the combined companies.

     Pursuant to consulting agreements for investor relations consulting
services signed in the quarter ended April 30, 2000, 400,000 common shares were
issued from treasury on May 15, 2000 and a further 400,000 on July 11, 2000. A
further 800,000 will be issued under the terms of this agreement before November
1, 2000.

     Our acquisition of Soccer Magic Inc. on March 20, 2000 was subject to
automatic rescission and unwinding on June 30, 2000 unless, prior to that date,
our new management completed a private placement raising gross proceeds of at
least $2.7 million and remained current in our filing obligations with the SEC.
Before the end of June arrangements were negotiated with our previous management
and the escrow agent for an extension of the rescission date to September 29,
2000.

                                        10


<PAGE>



RESULTS OF OPERATIONS

Quarter and nine months ended July 31, 2000 compared with the quarter and nine
months ended July 31, 1999

     Operations during the quarter ended July 31, 2000 resulted in a net
loss of $1,438,537 compared with a net loss of $174,521 for the quarter ended
July 31, 1999. For the nine months ended July 31, 2000, the net loss was
$1,568,270 compared with $351,878 for the previous nine month period. The
increase in the loss in both cases is principally attributable to an increase in
consulting fees for investor relations services, paid for by the issue of
800,000 shares during the quarter ended July 31, 2000.

     Revenue for the nine months ended July 31, 2000 increased 32% to
$406,792 from $308,284 for the nine months ended July 31, 1999. The change is
mainly attributable to increases in league, tournament and field rental activity
resulting from improving team enrollments for the 1999-2000 playing season.
Revenue during the quarter ended July 31, 2000 increased 282% to $5,541 from
$1,452 for the quarter ended July 31, 1999.

     Expenses for the quarter ended July 31, 2000 increased to $1,444,078
from expenses of $175,973 for the quarter ended July 31, 1999. Of this
$1,268,105 increase, $1,256,408 is attributable to increased professional and
consulting fees as described above. A further $6,471 and $3,159 are the result
of higher property tax assessments and utility costs associated with increasing
energy prices respectively. For the nine months ended July 31, 2000 expenses
were $1,975,062, while expenses for the previous year comparable period were
$660,162. Again, the increase in expenses is mainly attributable to higher
professional and consulting fees ($1,262,717) and property taxes ($13,230) and
utility costs ($19,978).

     Our operations are highly seasonal in nature. We do not expect to
receive any significant revenues until the winter league play season begins
again in October 2000. As our expenses are largely fixed in nature, we will
typically incur operating losses in the third and fourth quarters of each year.
Conversely, we will have our best operating results in any year in the first and
second quarters. One of the objectives of our planned growth strategy will be to
acquire or build locations that will balance our operating results over the
whole year.

                                        11


<PAGE>



CAPITAL EXPENDITURES

     We have no material commitments for capital expenditures. Finances
permitting, alterations are planned for the London facility, to be completed
before October 2000, to remove boards from the perimeter of one field to offer
play on an open indoor field as well as the operation of an indoor golf driving
range.

     Any capital expenditure commitments arising out of future acquisitions
will be funded from the additional private financing we are currently seeking.

PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     Sporting Magic Inc. and its subsidiaries are not parties to any
material legal proceedings.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     As previously reported, on March 20, 2000 we purchased all of the
outstanding shares of Soccer Magic Inc. from its 11 shareholders in exchange for
a total of 10,000,000 newly issued shares of our common stock. We issued our
common stock without registration in reliance on the Section 4(2) private
placement exemption. Accordingly, these shares of common stock bear a
restriction on transfer legends and may only be resold in compliance with Rule
144.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     None

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

     During the quarter ended July 31, 2000, we did not submit any matters
to a vote of our security holders. However, as previously reported, in May 2000,
we requested the written consent of our stockholders, without the holding of a
meeting, to a change in our corporate name from "Advanced Knowledge, Inc." to
"Sporting Magic Inc." The change was approved on June 1, 2000 and became
effective on June 12, 2000. Of the 16,000,000 shares of common stock then
outstanding, 13,441,351, or 84%, were voted in favor of the name change.

                                       12


<PAGE>


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 registrant and
               Soccer Magic dated as of December 14, 1999(1) 2.2 Escrow
               Agreement dated as of March 16, 2000 by and among the registrant,
               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

          2.3  Asset Sale Agreement dated as of March 16, 2000 by and among the
               registrant, 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


                                       13


<PAGE>



          2.4  Form of Purchase and Sale Agreement dated as of December 1999 by
               and between the registrant 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 registrant; Soccer Magic; Becor Internet Inc.; Jack L.
               Chegwidden, a professional corporation, as escrow agent; officers
               of the registrant; 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.

----------------------------
(1)  Previously filed as an exhibit to the registrant'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.

                                       14


<PAGE>


(2)  Previously filed as an exhibit to the registrant'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 registrant'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 registrant'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

     We filed a Form 8-K on April 4, 2000 to report the Item 2 reverse
acquisition of Soccer Magic Inc. on March 20, 2000. The report included pro
forma financial information. As permitted, on June 5, 2000 we filed Soccer
Magic's historical financial statements by amendment on Form 8-K/A.

     We filed a Form 8-K on July 7, 2000 to report that we did not complete a
private placement of our common stock raising at least $2.7 million (the
"Private Placement") before 5:00 PM on June 30, 2000 as provided in the December
14, 1999 Acquisition Agreement (Exhibit 2.1 above) and that prior to June 30,
2000, we entered into a waiver agreement which had the effect of extending the
rescission deadline of the Acquisition Agreement until September 29, 2000. A
copy of the Limited Waiver Agreement was filed with that Form 8-K as Exhibit
2.7.

                                   SIGNATURES

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

                                   SPORTING MAGIC INC.
                                  (Registrant)

Date: September 13, 2000          /S/ MYRON GRUNBERG
                                  ----------------------------
                                  Myron Grunberg, President
                                  (Principal Executive Officer)

Date: September 13, 2000          /S/ BRIAN RATTENBURY
                                  ------------------------------
                                  Brian Rattenbury, Chief Financial Officer
                                  (Principal Financial and Accounting Officer)


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