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 MAY 31, 2001

[ ]  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 6,800,000  shares of common stock,  par value $.001 per
share, issued and outstanding as of May 31, 2001.

     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 Sheets (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 .....8


PART II   OTHER INFORMATION

Item 1.   Legal  Proceedings ...............................................10
Item 2.   Changes in Securities and Use of Proceeds ........................10
Item 3.   Defaults upon Senior Securities 1 ................................10
Item 4.   Submission of Matters to a Vote of Security Holders ..............10
Item 5.   Other Information ................................................10
Item 6.   Exhibits and Reports on Form 8-K .................................10

Signatures .................................................................11

                           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.

     For this  purpose,  any  statements  contained  in this report that are not
statements of historical  fact may be deemed to be  forward-looking  statements.
Without limiting the generality of the foregoing, words such as "may," "expect,"
"believe,"  "anticipate,"  "intend," "could,"  "estimate," or "continue," or the
negative or other variations thereof or comparable terminology,

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<PAGE>



are intended to identify forward-looking statements.  Factors that may affect ou
results include, but are not limited to, whether we will be able to identify, in
a  timely  manner,  appropriate  acquisition  or  merger  candidates,  negotiate
satisfactory  terms  for an  acquisition  or  merger,  satisfy  any  regulatory,
business,   financing  or  other   requirements   and  address  other  types  of
contingencies that may arise in connection with such an acquisition or merger.

PART I    FINANCIAL INFORMATION


               (Financial Statements Commence on Following Page)


                   (Balance of Page Intentionally Left Blank)


















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SPORTING MAGIC, INC.


BALANCE SHEETS
--------------------------------------------------------------------------------

                                                     May 31,
                                                      2001           August 31,
                                                   (UNAUDITED)          2000
                                                    ---------           ----


ASSETS - CASH ...................................   $     378         $    -0-
                                                    =========         ========


LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES:
Accrued expenses ................................       8,245
Note payable to shareholder .....................      12,500
                                                    ---------         --------
Total liabilities ...............................      20,745              -0-
                                                    ---------         --------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
Common stock, par value - $.001,
  25,000,000 shares authorized, 6,800,000
  shares issued and outstanding .................       6,800            6,800
Additional paid-in capital ......................     914,264          914,264
Accumulated deficit .............................    (941,431)        (921,064)
                                                    ---------         --------
Total shareholders' deficit .....................     (20,367)
                                                    ---------         --------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT .....   $     378         $    -0-
                                                    =========         ========


See accompanying notes to financial statements.


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<PAGE>



SPORTING MAGIC, INC.


STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE THREE AND NINE-MONTH PERIODS ENDED
MAY 31, 2001 AND 2000 (UNAUDITED)
--------------------------------------------------------------------------------

                                  THREE MONTHS ENDED        NINE MONTHS ENDED
                                  ------------------        -----------------
                                    2001         2000         2001         2000
                               ---------    ---------    ---------    ---------


REVENUES ...................                $  35,596                 $ 172,718

COST OF REVENUES ...........                    8,053                    61,826
                               ---------    ---------    ---------    ---------

GROSS PROFIT ...............                   27,543                   110,892
                               ---------    ---------    ---------    ---------

EXPENSES:
Selling and marketing ......                   21,883                   103,672
General and administrative .   $   2,413       27,061    $   5,582      230,147
Professional fees ..........       4,000                    14,135      116,827
Interest expense ...........         600          900          600        8,252
                               ---------    ---------    ---------    ---------
Total expenses .............       7,013       49,844       20,317      458,898
                               ---------    ---------    ---------    ---------

LOSS BEFORE INCOME TAXES ...      (7,013)     (22,301)     (20,317)    (348,006)

INCOME TAXES ...............                      800           50        2,400
                               ---------    ---------    ---------    ---------

NET LOSS ...................   $  (7,013)   $ (23,101)   $ (20,367)   $(350,406)
                               =========    =========    =========    =========

BASIC LOSS PER SHARE .......   $   (0.00)   $   (0.01)   $   (0.00)   $   (0.09)
                               =========    =========    =========    =========



See accompanying notes to financial statements.

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<PAGE>



SPORTING MAGIC, INC.


STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MAY 31, 2001 AND 2000 (UNAUDITED)
--------------------------------------------------------------------------------

                                                           2001          2000
                                                        ---------     ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ...........................................    $ (20,367)    $(350,406)
Adjustments to reconcile net loss
     to net cash used by operating activities:
     Depreciation ..................................                        213
     Issuance of stock for services ................                    250,000
     Changes in operating assets and
         liabilities:
         Accounts receivable .......................                     28,568
         Video inventory and production costs ......                     49,444
         Security deposits .........................                      1,050
     Accounts payable and accrued expenses .........        8,245       (59,617)
                                                        ---------     ---------
Net cash used by operating activities ..............      (12,122)      (80,748)
                                                        ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES - Net
    borrowings from shareholder ....................       12,500        69,889
                                                        ---------     ---------

NET INCREASE (DECREASE) IN CASH ....................          378       (10,859)

CASH, BEGINNING OF PERIOD ..........................          -0-        10,859
                                                        ---------     ---------

CASH, END OF PERIOD ................................    $     378     $     -0-
                                                        =========     =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION - Cash paid for income taxes .........    $      50     $   1,600



See accompanying notes to financial statements.


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<PAGE>



SPORTING MAGIC, 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 nine-month  period ended May 31, 2001, are not  necessarily
     indicative  of the results  that may be expected  for the year ended August
     31, 2001. For further  information,  refer to the financial  statements and
     footnotes  thereto  included in the Company's report on Form 10K-SB for the
     year ended August 31, 2000.

     The balance  sheet at August 31,  2000,  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  is a  "shell"  company  with  minimal
     operations.  Management's  plan is to identify and complete an acquisition,
     merger or other transaction that will enhance shareholder value.

     GOING CONCERN - The Company experienced  significant operating losses since
     inception and has a negative net worth. 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.

     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.


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<PAGE>



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

PLAN OF OPERATION

     As a "shell" company,  we currently have no revenues from  operations.  Our
business  plan is to  identify  and  complete  an  acquisition,  merger or other
transaction that will enhance  shareholder  value. Our President and Chairman is
investigating  potential business  opportunities,  as authorized by the Board of
Directors.  The  Board has  placed no  limitations  on the type of  business  or
industry to consider.  Currently, we have no plans, agreements,  arrangements or
understandings,  written or oral,  with  respect to any  acquisition,  merger or
similar  transaction.  No assurances  can be given as to our ability to identify
and complete a transaction by any given date or as to the nature of the business
or  profitability  of the  company if a  transaction  is  completed.  A proposed
transaction could be subject to significant regulatory,  business, financing and
other contingencies and might require shareholder and other approvals.

RESULTS OF OPERATIONS

     The following is a limited  discussion of the results of operations for the
three months ended May 31, 2001. A comparison of the results of  operations  for
the 2001 fiscal  quarter are not  directly  comparable  to results for the prior
year period,  because on March 23, 2000,  the Company sold all of the assets and
liabilities   related  to  its  workforce   training  video  business  to  Becor
Communications,  Inc. ("Becor"). The limited results of operations for the three
months ended May 31, 2001 are described  below,  but no comparison has been made
of the  results  of  operations  for that  period to those for the prior  year=s
quarter   because  such  a  comparison   would  not  be  meaningful   under  the
circumstances.  The March 23,  2000 sale of the  assets  was part of an  overall
transaction pursuant to which we acquired Soccer Magic, Inc. in a stock exchange
transaction. However, when Soccer Magic, Inc. was unable to fulfill certain post
acquisition obligations,  we rescinded the exchange of shares with Soccer Magic,
Inc. and returned all its assets and  liabilities  to it. The sale of our assets
to Becor was and is not subject to rescission.

THREE MONTHS ENDED MAY 31, 2001

     During the quarter ended May 31, 2001, our operations were dormant.  We did
not engage in any income or revenue producing  activity.  Since October 6, 2000,
the effective date of the Soccer Magic, Inc. Acquisition  Agreement  rescission,
we  have  searched  for  possible  business   acquisitions  and  other  business
opportunities.  We plan to continue with that search. During the quarter, we did
not identify any likely candidates for such a transaction.

     Since we rescinded  the  acquisition  of Soccer  Magic,  Inc. on October 6,
2000,  we became a dormant shell  corporation  and did not engage in any ongoing
business  activities  in the  quarter.  Also,  since we sold all the  assets and
liabilities  related to our workforce training video business in March, 2000, we
did not have any  business  activity  to resume  following  the  October 6, 2000
rescission  of  the  Soccer  Magic,  Inc.  acquisition  agreement.  Without  the
workforce  training video  business,  the business of Soccer Magic,  Inc. or any
other business during the quarter, any comparison between the two quarters would
be futile and meaningless. Accordingly, no such comparison is being made.

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<PAGE>




     However,  during the quarter  ended May 31, 2001,  we incurred  general and
administrative  expenses totaling $2,413  representing  primarily stock transfer
agent fees. Consulting and professional fees totaled $4,000. These expenses were
mainly comprised of accounting and auditing fees.

     Our current plan of  operation is to identify and complete an  acquisition,
merger or other transaction that will enhance shareholder value.

DISCONTINUED OPERATIONS

ADVANCED KNOWLEDGE -

     As  indicated  above,  on  March  23,  2000,  following  the  Soccer  Magic
acquisition,  we sold all of our assets and liabilities related to its workforce
training  video  business to Becor,  which is a corporation  controlled by Buddy
Young,  who is a  significant  shareholder  and, at the time of the sale,  was a
director and executive officer of the Company.  The assets transferred  included
all rights to the AAdvanced Knowledge@ name; the advancedknowledge.com web site;
four  workforce-training  videos; and all cash, accounts receivable,  inventory,
equipment,  personal  property,  and rights under  production  and  distribution
agreements held by the Company as of March 23, 2000. In exchange for the assets,
Becor assumed, and both Becor and Mr. Young agreed to indemnify the Company with
respect to, all of the  liabilities  incurred or accrued by the Company prior to
March 23, 2000.

     During the period of March 20, 2000 through  August 31, 2000 and continuing
through  October 6, 2000, we operated  Soccer Magic=s  business,  which business
consisted of designing,  constructing,  owning and operating  multi-recreational
and family oriented facilities,  with soccer as their primary venue. However, on
October 6, 2000,  the  Acquisition  Agreement  was  rescinded  and Soccer Magic,
including  all of its  business  operations  was severed from the company and we
discontinued  operating  Soccer  Magic=s  business.  Since  the  rescission,  we
commenced operating as a shell corporation without any business operations.

CONTINUED OPERATIONS

     Without any operating  business or material assets,  we anticipate that the
Company  will  continue  to  operate as a shell  corporation  until such time as
management  identifies  and  completes  an  acquisition  of, or  merger  with an
operating company.  No assurances can be given as to our ability to identify and
complete a transaction  by any given date or as to the nature of the business or
profitability  of  the  company  if  a  transaction  is  completed.  A  proposed
transaction could be subject to significant regulatory,  business, financing and
other contingencies and might require shareholder and other approvals.

     We anticipate that the Company will incur expenses of approximately  $2,000
per month while operating as a shell corporation.


                                        9

<PAGE>


LIQUIDITY

     At May 31, 2001, the Company had no working capital. It is currently solely
dependent on its president and principal  shareholder,  Buddy Young,  to finance
its limited operations. In accordance with a promissory note between the Company
and Mr. Young,  he has agreed to loan us up to $2,000 per month  through  August
31, 2001.  Under the terms of the note,  funds  advanced to us by Mr. Young will
accrue interest at the rate of eight percent (8%) per annum. The note is due and
payable on September 30, 2001.  Additional working capital may be sought through
additional debt or equity private placements,  additional notes payable to banks
or  related  parties  (officers,  directors  or  stockholders),  or  from  other
available  funding  sources at market rates of  interest,  or a  combination  of
these.  The ability to raise  necessary  financing  will depend on many factors,
including  the nature and  prospects  of any  business  to be  acquired  and the
economic and market  conditions  prevailing at the time financing is sought.  No
assurances  can be given that any  necessary  financing can be obtained on terms
favorable to the Company, or at all.

PART II  OTHER INFORMATION

         None

ITEM 1.  LEGAL PROCEEDINGS

         Sporting Magic Inc. is not a party to any material 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

         No matters were  submitted to the security  holders  during the quarter
ended May 31, 2001.

ITEM 5.  OTHER INFORMATION

         None


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K(A)

         None


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<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,  there unto
duly authorized.

                                 SPORTING MAGIC INC.
                                 (Registrant)

Date: July 6, 2001               /S/ BUDDY YOUNG
                                 -------------------------------------
                                 Buddy Young, President and Chief Executive
                                 Officer (Principal Executive Officer)


Date: July 6, 2001               /S/ BUDDY YOUNG
                                 ------------------------------------
                                 Buddy Young, Chief Financial Officer (Principal
                                 Financial and Accounting Officer)





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