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 April 30, 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)

                            Advanced Knowledge, Inc.
                   (Former name if changed since last report)


     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 16,400,000  shares of common stock,  par value $.001 per
share, issued and outstanding as of May 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
             Statement of Loss and Deficit (unaudited)                        4
             Balance Sheet  (unaudited)                                       5
             Statement of Shareholders' Deficiency (unaudited)                6
             Statement of Cash Flows (unaudited)                              7
             Notes to Financial Statements                                    8

Item 2.      Management's Discussion and Analysis or Plan
             of Operation                                                    11

PART II      OTHER INFORMATION

Item 1.      Legal Proceedings                                               13

Item 2.      Changes in Securities and Use of Proceeds                       13

Item 3.      Defaults upon Senior Securities                                 13

Item 4.      Submission of Matters to a Vote
             of Security Holders                                             13

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

Signatures                                                                   16


                           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>


                                          SPORTING MAGIC INC.
                                  (FORMERLY ADVANCED KNOWLEDGE, INC.)
                     CONDENSED CONSOLIDATED INTERIM STATEMENT OF LOSS AND DEFICIT
                     ------------------------------------------------------------
                                       (Expressed in US Dollars)
                                FOR THE SIX MONTHS ENDED APRIL 30, 2000
                                              (UNAUDITED)
<CAPTION>

                                                      Six Months Ended            Three Months Ended
                                                 April 30,      April 30,      April 30,      April 30,
                                                     2000           1999           2000           1999
                                               -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>
REVENUES
League play, tournaments and field rentals .   $   370,295    $   281,004    $   187,661    $   130,237
Golf .......................................        17,499         16,475          8,996         15,234
Other income ...............................        14,381          6,422          3,728          4,035
                                               -----------    -----------    -----------    -----------
                                                   402,175        303,901        200,385        149,506
                                               -----------    -----------    -----------    -----------
EXPENSES
Depreciation ...............................        96,784         94,628         47,259         47,841
Interest - long term .......................        56,897         57,984         28,427         28,977
Interest - short term ......................           982          2,077            649          1,543
Maintenance and supplies ...................        28,674         27,231         11,760         16,105
Marketing ..................................        36,214         29,593         19,477         14,525
Miscellaneous ..............................        14,335         12,743          6,566          8,449
Office and occupancy costs .................        30,329         24,276         14,286         11,472
Professional fees ..........................        89,142         12,022         85,570          5,078
Rent .......................................        27,794         26,436         13,912         13,535
Salaries and wages .........................       124,960        122,288         64,564         62,294
Property taxes .............................        37,307         30,592         18,714         15,455
Utilities ..................................        60,473         43,042         37,997         25,620
                                               -----------    -----------    -----------    -----------
                                                   603,891        482,912        349,181        250,894
                                               -----------    -----------    -----------    -----------
Net loss ...................................      (201,716)      (179,011)      (148,796)      (101,388)
                                               ===========    ===========    ===========    ===========
Net loss per share, basic and diluted ......         (0.01)         (0.01)         (0.01)         (0.01)
                                               ===========    ===========    ===========    ===========
Common shares outstanding, basic and diluted   $16,000,000    $16,000,000    $16,000,000    $16,000,000
                                               ===========    ===========    ===========    ===========

</TABLE>



                                                         4


<PAGE>

<TABLE>


                               SPORTING MAGIC INC.
                       (FORMERLY ADVANCED KNOWLEDGE, INC.)
                  CONDENSED CONSOLIDATED INTERIM BALANCE SHEET
                  --------------------------------------------
                            (Expressed in US Dollars)
                              AS AT APRIL 30, 2000
                                   (UNAUDITED)
<CAPTION>

                                                    April 30,        October 31,
                                                         2000              1999
                                                  -----------       -----------
<S>                                               <C>               <C>
ASSETS
Current
  Cash .....................................      $     1,232       $    33,024
  Accounts receivable
     Trade .................................           14,136            35,564
     GST ...................................            4,089             6,119
     Employee advances .....................            9,150             5,813
  Prepaid expenses .........................           35,499            24,510
                                                  -----------       -----------
                                                       64,106           105,030
                                                  -----------       -----------
Fixed assets
  Site development costs ...................          225,987           227,415
  Dome installation & equipment ............          296,891           298,767
  Dome structure ...........................          598,001           601,780
  Modular buildings ........................          319,165           321,182
  FieldTurf ................................          217,578           218,953
  Boards, netting and equipment ............          243,959           244,046
                                                  -----------       -----------
                                                    1,901,581         1,912,143
  Less: Accumulated depreciation ...........         (447,675)         (354,389)
                                                  -----------       -----------
                                                    1,453,906         1,557,754
                                                  -----------       -----------
                                                  $ 1,518,012       $ 1,662,784
                                                  ===========       ===========
LIABILITIES
Current
  Trade payables ...........................          452,678           348,587
  Source deductions ........................            4,801             6,832
  Deferred revenue .........................            2,355           163,925
  Current portion of long-term debt ........          147,922           149,106
                                                  -----------       -----------
                                                      607,756           668,450
                                                  -----------       -----------
Long term
  Bank loan ................................          148,193           181,743
  Lease obligations ........................          557,465           595,773
  Advances from shareholders ...............        1,945,891         1,768,791
                                                  -----------       -----------
                                                    2,651,549         2,546,307
                                                  -----------       -----------
                                                    3,259,305         3,214,757
                                                  -----------       -----------
SHAREHOLDERS' DEFICIENCY
Capital stock ..............................           16,000               460
Cumulative translation adjustment ..........           10,774            (1,622)
Deficit ....................................       (1,768,067)       (1,550,811)
                                                  -----------       -----------
                                                   (1,741,293)       (1,551,973)
                                                  -----------       -----------
                                                  $ 1,518,012       $ 1,662,784
                                                  ===========       ===========

</TABLE>


                                        5


<PAGE>


<TABLE>


                                                 SPORTING MAGIC INC.
                                          (FORMERLY ADVANCED KNOWLEDGE, INC.)
                         CONDENSED CONSOLIDATED INTERIM STATEMENT OF SHAREHOLDERS' DEFICIENCY
                         --------------------------------------------------------------------
                                              (Expressed in US Dollars)
                                       FOR THE SIX MONTHS ENDED APRIL 30, 2000
                                                     (UNAUDITED)


<CAPTION>
                                                    Common Stock
                                              ----------------------      Accumulated      Translation           Total     Adjusted
                                                  Shares      Amount          Deficit       Adjustment      Deficiency         Loss
                                              --------------------------------------------------------------------------------------
<S>                                           <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              4,129,730      15,540          (15,540)
recapitalization
Foreign currency translation adjustment                                                         12,396          12,396       12,396
Net loss April 2000                                                          (201,716)                        (201,716)    (201,716)
                                                                                                                          ---------
Total adjusted loss                                                                                                       $(189,320)
                                              -------------------------------------------------------------------------   =========
April 30, 2000                                16,000,000     $16,000      $(1,768,067)        $ 10,774     $(1,741,293)
                                              =========================================================================


</TABLE>


                                                         6


<PAGE>


<TABLE>

                               SPORTING MAGIC INC.
                       (FORMERLY ADVANCED KNOWLEDGE, INC.)
             CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
             ------------------------------------------------------
                            (Expressed in US Dollars)
                     FOR THE SIX MONTHS ENDED APRIL 30, 2000
                                   (UNAUDITED)
<CAPTION>

SIX MONTHS ENDED APRIL 30,                                    2000        1999
--------------------------------------------------------------------------------
<S>                                                      <C>          <C>
Cash and cash equivalents derived from (applied to)

  OPERATING
     Net loss ........................................   $(201,716)   $(179,011)
     Depreciation ....................................      96,784       94,628
                                                         ---------    ---------
                                                          (104,932)     (84,383)

     Change in non-cash operating working capital:
            Receivables ..............................      20,120       18,121
            Prepaids .................................     (10,989)     (25,297)
            Payables and accruals ....................     102,060       48,214
            Deferred revenue .........................    (161,570)     (96,563)
                                                         ---------    ---------
                                                          (155,311)    (139,908)
                                                         ---------    ---------
  FINANCING
     Bank financing ..................................           0       (5,963)
     Advances from shareholders ......................     177,100      332,718
     Long term debt ..................................     (73,042)      (9,289)
                                                         ---------    ---------
                                                           104,058      317,466
                                                         ---------    ---------
  INVESTING
     Purchase of capital assets ......................      (1,464)     (19,962)
                                                         ---------    ---------

  FOREIGN CURRENCY EFFECT ON CASH ....................      20,925     (153,483)

Net increase (decrease) in cash and cash equivalents .     (31,792)       4,113
Cash and cash equivalents, beginning of period .......      33,024            0
                                                         ---------    ---------
Cash and cash equivalents, end of period .............   $   1,232    $   4,113
                                                         =========    =========
</TABLE>






                                        7


<PAGE>




                               SPORTING MAGIC INC.
                       (FORMERLY ADVANCED KNOWLEDGE, INC.)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            --------------------------------------------------------
                            (Expressed in US Dollars)
                                 APRIL 30, 2000
                                   (UNAUDITED)

1.   GENERAL

The unaudited condensed  consolidated 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  the
Company's annual consolidated  financial  statements and footnotes thereto.  For
further  information,  refer to the pro forma financial  statements  filed under
form 8-K filed on April 4, 2000 and to the consolidated financial statements and
related footnotes the the year ended October 31, 1999 included in the Form 8-K/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).


                                        8


<PAGE>




                               SPORTING MAGIC INC.
                       (FORMERLY ADVANCED KNOWLEDGE, INC.)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            --------------------------------------------------------
                            (Expressed in US Dollars)
                                 APRIL 30, 2000
                                   (UNAUDITED)


Accordingly,  the condensed  consolidated financial statements of the Company as
at April 30, 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:

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.








                                        9


<PAGE>




                               SPORTING MAGIC INC.
                       (FORMERLY ADVANCED KNOWLEDGE, INC.)
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            --------------------------------------------------------
                            (Expressed in US Dollars)
                                 APRIL 30, 2000
                                   (UNAUDITED)


LOSS PER SHARE

The Company reports earnings per share in accordance with the provisions of SFAS
No. 128,  Earnings Per Share.  SFAS No.128  requires  presentation  of basic and
diluted earnings per share in conjunction with the disclosure of the methodology
used in computing  such earnings per share.  Basic  earnings per share  excludes
dilution and is computed by dividing  income  available to common  shares by the
weighted average common shares outstanding  during the period.  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.

4.   SUBSEQUENT EVENTS

On May 3, 2000 the Company  signed a consulting  agreement  which  obligated the
Company to issue 1,600,000 restricted shares of its common stock as follows:

1.   400,000 shares issued on signing of the agreement,
2.   1,200,000 shares in six equal  installments of 200,000 per month commencing
     on June 1, 2000 and ending on November 1, 2000.

On May 16, 2000 the Company signed a consulting  agreement  which  obligated the
Company to issue 800,000 free trading and restricted  shares of its common stock
as follows:

1.   100,000 free trading and 100,000 restricted shares issued on signing of the
     agreement,
2.   100,000 free trading and 100,000  restricted  shares quarterly until expiry
     of the agreement on May 16, 2001.


                                       10


<PAGE>



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

PLAN OF OPERATION

     We have  successfully  completed  our winter  season  operations at our two
indoor soccer facilities in London and Kingston, Ontario, Canada. We have closed
the London  location for the summer as planned and reduced the staff  complement
to the  minimum  required  for  maintenance  of the  facility  until the  season
restarts in October.  The  Kingston  location  will  operate a small summer camp
program; staff has been reduced accordingly.

     We expect  that  activity  at these two  locations  will  continue  to grow
significantly  when seasonal  operations  resume in October 2000. Such growth in
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 are  actively  seeking to expand our  operations.  We have  retained the
services  of a  financial  consultant  to assist in  accessing  debt and  equity
financing and identifying acquisition targets. In addition, we have retained the
services  of A-Z  Professional  Consultants  of Salt  Lake  City,  Utah and 21st
Capital  Partners,  LLC of  Charlotte,  North  Carolina  as public and  investor
relations consultants.

     We plan to acquire,  build or franchise locations in North America,  with a
particular focus on the United States,  where we have identified a strong demand
for  indoor  sporting  facilities  in  many  regions  of the  country.  We  have
identified  several  opportunities  to acquire existing  facilities.  We hope to
complete at least one  significant  acquisition  before the next playing  season
begins.

     Our  acquisition  of Soccer  Magic  Inc.  on March 20,  2000 is  subject to
automatic  rescission and unwinding on June 30, 2000 unless, prior to that date,
our new management  completes a private  placement  raising gross proceeds of at
least $2.7  million and we are then current in our filing  obligations  with the
SEC. Our new management is currently seeking to negotiate  arrangements with our
previous  management and the escrow agent for a  postponement  of the rescission
date for a period as yet to be determined.

RESULTS OF OPERATIONS

Quarter and six months  ended April 30, 2000  compared  with the quarter and six
months ended April 30, 1999

     Operations  during the quarter  ended April 30, 2000 resulted in a net loss
of $148,796 compared with a net loss of $101,388 for the quarter ended April 30,
1999.  For the six  months  ended  April  30,  2000,  the net loss was  $201,716
compared with  $179,011 for the previous year six month period.  The increase in
the  loss  in  both  cases  is  principally   attributable  to  an  increase  in
professional  fees associated with our acquisition of Soccer Magic Inc. on March
20, 2000.


                                       11


<PAGE>



     Revenue for the quarter ended April 30, 2000 increased 34% to $200,385 from
$149,506  for the  quarter  ended  April 30,  1999.  A 32%  increase to $402,175
occurred in the six month  period  revenues at April 30, 2000 from  $303,901 for
the six  months  ended  April 30,  1999.  The  change in both  periods is mainly
attributable  to  increases  in league,  tournament  and field  rental  activity
resulting from improving team enrollments for the 1999-2000 playing season.

     Expenses for the quarter  ended April 30, 2000  increased to $349,181  from
expenses of $250,894  for the quarter  ended  April 30,  1999.  Of this  $98,287
increase,  $80,492 is attributable to increased  professional  fees as described
above. A further  $12,377 is the result of higher utility costs  associated with
increasing energy prices.  For the six months ended April 30, 2000 expenses were
$603,891,  while expenses for the previous year comparable period were $482,912.
Again,  the increase in expenses is mainly  attributable to higher  professional
fees ($77,120) and utility costs ($17,431).

     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.

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.


                                       12


<PAGE>



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.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     None.

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

     During the quarter ended April 30, 2000, we did not submit any matters to a
vote of our security  holders.  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.

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)



                                       13


<PAGE>



         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

         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)


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<PAGE>



         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.

(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.


                                       15


<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.

                                    SPORTING MAGIC INC.
                                    (Registrant)


Date:  June 14, 2000                /S/ MYRON GRUNBERG
                                    ------------------
                                    Myron Grunberg, President and Chief
                                    Executive Officer  (Principal Executive
                                    Officer)


Date:  June 14, 2000                /S/ BRIAN RATTENBURY
                                    --------------------
                                    Brian Rattenbury, Chief Financial
                                    Officer (Principal Financial and Accounting
                                    Officer)




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