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                     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 November 30, 1999


[ ] 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 4,000,000  shares of Common stock,  par value $.001 per
share issued and outstanding as of November 30, 1999.

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

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<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                                                         9

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings                                                   11

Item 2.  Changes in Securities and Use of Proceeds                           11

Item 3.  Defaults 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                                    11

Signatures                                                                   14


                           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 the Company's  current views with respect to
future  events that  involve  risks and  uncertainties  including  uncertainties
related to successful negotiations with other parties, satisfaction or waiver of
closing   conditions,   closing  of  the  Soccer  Magic   transaction,   capital
availability  operational and other risks,  uncertainties  and factors described
from time to time in the Company's 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>
                                                November 30,
                                                   1999               August 31,
                                               (Unaudited)               1999
                                               -----------               ----
<S>                                            <C>                    <C>
ASSETS

CASH                                           $  18,460              $  10,859

ACCOUNTS RECEIVABLE                               54,121                 28,568

VIDEO INVENTORY AND PRODUCTION COSTS              47,444                 49,444

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

TOTAL ASSETS                                   $ 121,075              $  89,921
                                               =========              =========


LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES:
Accrued royalties                              $  46,057              $  27,874
Accrued expenses                                  47,881                 22,061
Note payable to shareholder                      182,962                127,962
Accrued interest due to shareholder               13,341                  9,682
                                               ---------              ---------
Total liabilities                                290,241                187,579
                                               ---------              ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
Common stock, par value - $.001,
  25,000,000 shares authorized, 4,000,000
  shares issued and outstanding                    4,000                  4,000
Additional paid-in capital                        99,000                 99,000
Accumulated deficit                             (272,166)              (200,658)
                                               ---------              ---------
Total shareholders' deficit                     (169,166)               (97,658)
                                               ---------              ---------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT    $ 121,075              $  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 ENDED NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------
<CAPTION>
                                                   1999                   1998
                                                   ----                   ----
<S>                                            <C>                    <C>
REVENUES                                       $  66,689              $  38,618

COST OF REVENUES                                  25,797                 18,571
                                               ---------              ---------

GROSS PROFIT                                      40,892                 20,047
                                               ---------              ---------

EXPENSES:
Selling and marketing                             49,612                 10,534
General and administrative                        16,989                 15,242
Professional fees                                 40,540                 25,390
Interest expense                                   3,659                  1,454
                                               ---------              ---------
Total expenses                                   110,800                 52,620
                                               ---------              ---------

LOSS BEFORE INCOME TAXES                         (69,908)               (32,573)

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

NET LOSS                                         (71,508)             $ (33,473)
                                                                      =========

ACCUMULATED DEFICIT AT SEPTEMBER 1, 1999        (200,658)
                                               ---------

ACCUMULATED DEFICIT AT NOVEMBER 30, 1999       $(272,166)
                                               =========


BASIC LOSS PER SHARE                           $    (.02)             $    (.01)
                                               =========              =========

COMMON SHARES OUTSTANDING                      4,000,000              4,000,000
                                               =========              =========

See accompanying notes to financial statements.
</TABLE>

                                       5

<PAGE>

<TABLE>
ADVANCED KNOWLEDGE, INC.


STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1999 AND 1998
--------------------------------------------------------------------------------
<CAPTION>
                                                  1999                  1998
                                                  ----                  ----
<S>                                            <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                       $(71,508)              $(33,473)
Adjustments to reconcile net loss
  to net cash used by operating activities:
    Amortization                                  2,000                  1,255
    Changes in operating assets and
      liabilities:
    Accounts receivable                         (25,553)               (16,683)
    Inventory                                                           (6,986)
    Prepaid expenses                                                    (1,000)
    Accrued expenses                             47,662                 (9,260)
                                               --------               --------
Net cash used by operating activities           (47,399)               (66,147)
                                               --------               --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft                                                          17,229
Net borrowings from shareholder                  55,000                 38,000
                                               --------               --------
Net cash provided by financing activities        55,000                 55,229
                                               --------               --------

NET INCREASE (DECREASE) IN CASH                   7,601                (10,918)

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

CASH, END OF PERIOD                            $ 18,460               $  -0-
                                               ========               ========


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


See accompanying 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  three-month  period  ended  November  30,  1999,  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
     10-KSB 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 Company produces and markets  business  training
     videos.

     GOING CONCERN - The Company  experienced  significant  operating losses for
     the year ended August 31, 1999 and through November 30, 1999. The financial
     statements have been prepared assuming the Company will 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, management has
     developed an operating  plan which they  believe will  generate  sufficient
     cash to meet its obligations in the normal course of business. In addition,
     the Company has an agreement  with its President  and majority  shareholder
     which provides for borrowings up to $300,000.

                                       7

<PAGE>


     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  management's  estimate of remaining gross
     revenues. Accumulated amortization at November 30, 1999 totalled $10,284.

     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.

2.   MANAGEMENT PLANS

     During the year ended August 31, 1999,  the Company  commenced  shipping of
     its new training  videos.  Management  expects that the  forecasted  higher
     sales and cash flow from  operations  will be  adequate to finance the 2000
     cash flow  requirements.  Management has developed  plans which include but
     are not limited to, merging with another  company and obtaining  additional
     equity and financing sources.

                                       8

<PAGE>



ADVANCED KNOWLEDGE, INC.


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

Proposed Acquisition of Soccer Magic and Sale of Existing Assets

The Company signed an agreement  dated as of December 14, 1999 to acquire all of
the  outstanding  common shares of Soccer Magic Inc., a privately  owned Ontario
corporation,  in exchange for  10,000,000  newly issued  shares of the Company's
common stock.  If the  acquisition is completed,  the Company will  subsequently
sell  all of its  non-Soccer  Magic  assets  and  operations  in  order to focus
exclusively on the business of Soccer Magic.  Assuming that the  acquisition and
sale of assets are completed, the Company's new business will require new equity
and/or debt financing.  As a protection to the Company's existing  stockholders,
the  acquisition  agreement  provides  that the  Soccer  Magic  acquisition,  if
completed,  would be subject to automatic  rescission and unwinding at 5:00 p.m.
on June 30, 2000 unless,  prior to that  deadline,  new  management  completes a
private  placement of common stock raising gross proceeds of at least $2,700,000
and the Company is then current in its filing  obligations  with the  Securities
and Exchange Commission. See Part II, Item 5, "Other Information."

Plan of Operation

The Company continues to devote its limited resources to marketing its workforce
training video library and related training materials, while seeking to complete
the Soccer Magic  acquisition.  At this time these marketing efforts are focused
on four titles,  "Twelve Angry Men:  Teams That Don't Quit",  "The Cuban Missile
Crisis: A Case Study In Decision Making And Its  Consequences",  "What It Really
Takes To Be A World Class Company",  and "It's A Wonderful Life: Leading Through
Service". In addition, the Company anticipates spending some of its resources on
the  production  of  additional   training   videos,   and  the  acquisition  of
distribution rights to training videos produced by other companies.

Marketing expenses and production costs during the fiscal year ending August 31,
2000 are estimated to approximate $250,000. Management expects that sales of its
videos and training  materials,  along with  available  funds under an agreement
with its  President  and  majority  shareholder,  and the sale of equity  should
satisfy  its cash  requirements  over the next  year.  However,  there can be no
assurance  that its  President  will  continue to supply funds  pursuant to such
agreement,  nor that the Company will be successful in raising  capital  through
the sale of equity.  The Company's  marketing expenses and the production of new
training videos will be adjusted accordingly.

The Company  currently  has 5  employees.  These  employees  received a total of
$6,801 in compensation  through November 30, 1999. If cash resources permit, the
Company  plans  to  increase  its  employees  to  7  during  calendar  2000,  (2
administrative, 5 sales).

                                       9
<PAGE>

Results of Operations

The quarter ended November 30, 1999 compared with the quarter ended November 30,
1998

Operations  during the quarter ended November 30, 1999 resulted in a net loss of
$71,508  compared to a net loss of $33,473 for the quarter  ended  November  30,
1998. The difference is attributable to an increase in professional fees in 1999
associated  with the Company's  reporting  status and an increase in general and
administrative expenses.

Revenue for the quarter  ended  November  30, 1999 totaled  $66,689  compared to
revenue of $38,618 for the quarter  ended  November 30, 1998.  This  increase of
approximately  $30,000 is mainly  attributable  to the company  having added two
additional training videos to its product line up.

General and Administrative  Expense. The Company incurred $16,989 and $15,242 in
general and administrative  expenses during the quarters ended November 30, 1999
and 1998, respectively. The difference is attributable to increases in sales and
marketing  expenses  and  the  establishment  of  a  sales  office  in  Northern
California.

Interest  Expense.  The  Company  recorded  $3,659 in  interest  expense for the
quarter  ended  November  30, 1999 as  compared to $1,454 for the quarter  ended
November  30, 1998.  These  amounts are  associated  with the monies owed by the
Company to its  President  and  principal  shareholder  in  accordance  with the
agreement referred to below.

The Company has an agreement  with its  President  and majority  shareholder  to
provide, at the President's discretion, up to $300,000 at 8% interest. Repayment
is to be made  when  funds are  available  with the  balance  of  principal  and
interest due December 31, 2001. The Company has borrowed  approximately $183,000
through November 30, 1999.

The Company has no material  commitments  for capital  expenditures  nor does it
foresee the need for such  expenditures  over the next year. In connection  with
the production of its video and training materials, the Company has an agreement
with the  co-producer  of the videos,  "Twelve  Angry  Men," "The Cuban  Missile
Crisis"  and  "It's A  Wonderful  Life" to pay a  royalty  based on a  specified
formula, which has averaged to approximately 35% of gross sales.

                                       10



                            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  November 30, 1999,  no matters were  submitted to the
Company's security holders.

ITEM 5.  OTHER INFORMATION

As described above in Part II, Item 1, "Management's  Discussion and Analysis or
Plan of  Operation,"  the Company has signed an  agreement to acquire all of the
outstanding  shares of Soccer Magic.  The terms of the proposed  acquisition and
related  transactions are described in a disclosure  statement which the Company
filed with the SEC on December 17, 1999 and mailed to  stockholders  on December
20, 1999 (the "Stockholder  Notice"). The contents of the Stockholder Notice are
incorporated  herein by this reference,  and a copy of the Stockholder Notice is
included as an exhibit to this report.


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:

                                     11

<PAGE>

       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.  The  following
                    attachments to the Acquisition Agreement will be provided to
                    the Commission upon request:

                    Attachment            Description

                    Schedule 3.04    New AKI Directors
                    Schedule 3.05    New AKI Officers
                    Schedule 4.03    Breaches and Defaults
                    Schedule 4.04    Certain Changes
                    Schedule 4.05    Real Property Leases
                    Schedule 4.06    Equipment Leases
                    Schedule 4.07    Trade Names
                    Schedule 4.08    Contracts and Commitments
                    Schedule 4.09    Licenses and Permits
                    Schedule 4.10    Litigation
                    Schedule 4.11    Insurance Policies
                    Schedule 4.13    Compliance with Law
                    Schedule 4.14    Shareholders of SMI
                    Schedule 4.15    Matters Relating to Labor and Employment
                    Schedule 4.18    Subsidiaries and Affiliates
                    Schedule 4.19    Banking Facilities
                    Schedule 4.21    Indebtedness to and from Affiliates
                    Schedule 4.22    Related Transactions
                    Schedule 4.24    Finder's Fees and Brokerage Fees
                    Schedule 4.25    Required Consents
                    Schedule 5.10    Stockholders of AKI
                    Schedule 5.14    Indebtedness to and from Officers,
                                     Directors and Stockholders
                    Exhibit A:       Form of Escrow Agreement by and among the
                                     Company, Soccer Magic and Jack L.
                                     Chegwidden, a professional corporation,
                                     as escrow agent
                    Exhibit B:       Purchase and Sale Agreement by and between
                                     the Company and each of the shareholders of
                                     Soccer Magic
                    Exhibit C:       Letter of instructions to be delivered by
                                     AKI to its stock transfer agent in
                                     connection with the closing of the
                                     acquisition
                    Exhibit D:       Representation letter from Buddy Young to
                                     Soccer Magic and its shareholders
                    Exhibit E:       Asset Sale Agreement by and between the
                                     Company and a corporation owned or
                                     controlled by Buddy Young

                                       12

<PAGE>

        (3)         ARTICLES OF INCORPORATION AND BY-LAWS

          3.1       Certificate of Incorporation(1)

          3.2       Certificate of Amendment dated March 11, 1987(2)

          3.3       Certificate of Amendment dated September 18, 1990(2)

          3.4       Certificate of Amendment dated August 5, 1998(1)

          3.5       Certificate of Merger(1)

          3.6       By-laws(1)

        (4)         INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS

          4.1       Facsimile of specimen common stock certificate(2)

        (27)        FINANCIAL DATA SCHEDULE

          27.1      Financial Data Schedule

        (99)        ADDITIONAL EXHIBITS

          99.1      Disclosure  Statement  pursuant  to Rule  14f-1  under the
                    Securities  Exchange Act of 1934  advising  the  Company's
                    stockholders of a proposed change of control in connection
                    with the Soccer Magic acquisition
-----------------------

(1)      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.

(2)      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.

                                       13




<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)


Dated:  December 29, 1999                      /s/ Buddy Young
                                               ------------------------

                                               Buddy Young, President and Chief
                                               Executive Officer



                                       14