UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended August 31, 2000

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _______________ to __________________

                        Commission file number: 000-27025

                         SportsPrize Entertainment Inc.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Nevada                                       98-0207616
-------------------------------------       ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
    incorporation or organization)


                      13101 Washington Boulevard, Suite 131
                          Culver City, California 90066
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (310) 566-7140

Indicate by check mark whether the  registrant  (1) has filed all  documents and
reports  required to be filed by section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for 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 [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

        18,658,249 shares of Common Stock, $0.001 par value, outstanding
                             as of August 31, 2000.


<PAGE>

                         SportsPrize Entertainment Inc.

                                    Form 10-Q

                                      Index

<TABLE>
                                                                                                   Page
                                                                                                   ----
<S>      <C>                                                                                       <C>
PART 1 - FINANCIAL INFORMATION.......................................................................1


Item 1.  Financial Statements........................................................................1

          Consolidated Balance Sheets................................................................2
          Consolidated Statements of Operations......................................................3
          Consolidated Statements of Cash Flows......................................................4
          Notes to Consolidated Financial Statements.................................................5

Item 2:  Management's Discussion and Analysis of Financial Condition and Results of
           Operations................................................................................9

Item 3:  Quantitative and Qualitative Disclosures About Market Risk.................................20


PART II - OTHER INFORMATION.........................................................................21

Item 1.  Legal Proceedings..........................................................................21

Item 2.  Changes in Securities......................................................................21

Item 3.  Defaults Upon Senior Securities............................................................21

Item 4.  Submission of Matters to a Vote of Security Holders........................................22

Item 5.  Other Information..........................................................................22

Item 6.  Exhibits and Reports on Form 8-K...........................................................22

SIGNATURES..........................................................................................23
</TABLE>




                                       i
<PAGE>

PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements


The  unaudited  interim  Consolidated  Financial  Statements  accompanying  this
Quarterly  Report have not been reviewed by our auditor in accordance  with Rule
10-01 of Regulation S-X.



                         SportsPrize Entertainment Inc.

                           A Development Stage Company

                        CONSOLIDATED FINANCIAL STATEMENTS

                              as of August 31, 2000

                                   (Unaudited)










                                       1
<PAGE>

                         SportsPrize Entertainment Inc.

                           A Development Stage Company

                           CONSOLIDATED BALANCE SHEETS

                                      as of

<TABLE>
                                                                                    August 31,            February 29,
                                                                                       2000                   2000
                                                                                   (unaudited)
                                                                                  --------------         --------------
                                     ASSETS
Current Assets
<S>                                                                              <C>                  <C>
          Cash and cash equivalents                                                $    94,124           $   484,906
          Portfolio investment                                                          10,158                10,339
          Prepaid expenses and other current assets                                     63,407                74,844
                                                                                  --------------         --------------
                                                                                       167,689               570,089
                                                                                  --------------         --------------
Capital Assets
          Software development costs                                                   487,692               393,997
          Internet equipment                                                           128,358               128,358
          Office computers and equipment                                                49,514                53,994
          Less: accumulated depreciation and amortization                             (122,410)              (36,041)
                                                                                  --------------         --------------
                                                                                       543,154               540,308
                                                                                  --------------         --------------
Other
          Deposits                                                                      10,494                 8,527
                                                                                  --------------         --------------
          Total assets                                                             $   721,337            $1,118,924
                                                                                  ==============         ==============

                                    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
          Accounts payable                                                         $   473,041           $    96,857
          Accrued liabilities                                                          718,316               280,084
                                                                                  --------------         --------------
                                                                                     1,191,357               376,941
                                                                                  --------------         --------------
Note payable (Note 7)                                                                   50,000                     -
                                                                                  --------------         --------------

Stockholders' Equity (Deficit)
     Preferred stock - $0.001 par value
        authorized 5,000,000 shares
        none issued and outstanding                                                          -                     -
     Common stock - $0.001 par value authorized
        100,000,000 shares; 18,658,249 and 19,480,374
         issued and outstanding, respectively (Note 3)                                  18,658                19,480
     Additional paid-in capital                                                     10,589,911             8,053,227
     Deferred compensation                                                          (1,373,907)             (590,897)
     Deficit accumulated during the development stage                               (9,754,682)           (6,739,827)
                                                                                  --------------         --------------
                      Total stockholders' equity (deficit)                            (520,020)              741,983
                                                                                  --------------         --------------
                                                                                   $   721,337            $1,118,924
                                                                                  ==============         ==============
</TABLE>



                                       2
<PAGE>

                         SportsPrize Entertainment Inc.

                           A Development Stage Company

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                              for the periods from


<TABLE>
                                                          Cumulative from
                                                           inception to              March 1,                March 1,
                                                          August 31, 2000               to                      to
                                                               2000               August 31, 2000         August 31, 1999
                                                            (unaudited)             (unaudited)             (unaudited)
                                                         -----------------       -----------------       ----------------
<S>                                                        <C>                    <C>                     <C>
Operating expenses
         General and administrative                           $9,492,544               $2,924,465          $  3,307,107
         Research and development                                126,488                        -                99,149
         Depreciation and amortization                           125,131                   86,441                 2,022
                                                         -----------------       -----------------       ----------------

Loss from operations                                          (9,744,163)              (3,010,906)           (3,408,278)
                                                         -----------------       -----------------       ----------------

Other income (expense)
         Interest                                                 54,948                   (5,307)               27,522
         Gain (loss) on sale of investments                      (60,362)                       -                 7,506
         Other                                                    (5,105)                   1,358                (3,764)
                                                         -----------------       -----------------       ----------------
                                                                 (10,519)                  (3,949)               31,264
                                                         -----------------       -----------------       ----------------

Net loss for the period                                      $(9,754,682)             $(3,014,855)         $ (3,377,014)
                                                         =================       ==================      ================

Basic and diluted loss per share                                                  $       (0.16)           $      (0.22)
                                                                                 ==================      ================

Weighted average shares outstanding                                                    18,332,962            15,321,978
                                                                                 ==================      ================

</TABLE>




                                       3
<PAGE>

                         SportsPrize Entertainment Inc.

                           A Development Stage Company

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                           for the three months ended


<TABLE>
                                                        August 31,             August 31,
                                                          2000                   1999
                                                       (unaudited)            (unaudited)
                                                     ---------------        ---------------
<S>                                                   <C>                    <C>
Operating expenses
         General and administrative                   $ 1,445,810            $ 1,443,496
         Research and development                               -                 18,180
         Depreciation and amortization                     41,567                  1,809
                                                     ---------------        ---------------

Loss from operations                                   (1,487,377)            (1,463,485)
                                                     ---------------        ---------------
Other income (expense)
         Interest                                          (7,630)                22,437
         Gain on sale of investments                            -                  7,506
         Other                                                525                   (597)
                                                     ---------------        ---------------
                                                           (7,105)                29,346
                                                     ---------------        ---------------
Net loss for the period                               $(1,494,482)           $(1,434,139)
                                                     ===============        ===============
Basic and diluted loss per share                      $     (0.08)           $     (0.07)
                                                     ===============        ===============
Weighted average shares outstanding                    18,306,931             19,328,200
                                                     ===============        ===============
</TABLE>





                                       4
<PAGE>

                         SportsPrize Entertainment Inc.

                           A Development Stage Company

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                              for the periods from

<TABLE>
                                                                 Cumulative          March 1, 2000          March 1, 1999
                                                             from inception to            to                      to
                                                              August 31, 2000       August 31, 2000        August 31, 1999
                                                                (unaudited)           (unaudited)            (unaudited)
                                                            -------------------    ------------------     ------------------
<S>                                                            <C>                  <C>                    <C>
Cash flows from operating activities:
     Net loss                                                  $  (9,754,682)       $  (3,014,855)         $  (3,377,014)
     Adjustments to reconcile net loss to net
        cash used in operating activities:
        Depreciation and amortization                                125,131               86,441                  2,022
        Loss (gain) on sale of investments                            60,362                    -                 (7,506)
        Other                                                         12,068               12,068                      -
     Issuance of common stock for compensation                       227,500               15,000                212,500
     Compensation expense for stock options                        4,270,755              779,975              2,234,558
     Other                                                            (9,658)                 217                  3,764
     Change in operating assets and liabilities:
        Prepaid expenses and other current assets                    (63,266)              11,618                (28,915)
        Deposits                                                     (10,494)              (1,967)                17,000
        Accounts payable                                             473,041              376,184                  5,842
        Accrued liabilities                                          718,316              438,232                 78,968
                                                            -------------------    ------------------     ------------------
                                                                  (3,950,927)          (1,297,087)              (858,781)
                                                            -------------------    ------------------     ------------------
Cash flows from investing activities:
     Proceeds from sale of portfolio investments                     231,195                    -                 60,513
     Purchases of portfolio investments                             (290,207)                   -                (47,129)
     Software development costs                                     (487,692)             (93,695)              (228,742)
     Purchases of equipment                                         (182,352)                   -               (135,191)
                                                            -------------------    ------------------     ------------------
                                                                    (729,056)             (93,695)              (350,549)
                                                            -------------------    ------------------     ------------------
Cash flows from financing activities:
     Proceeds from issuance of common stock                        4,774,107            1,000,000              3,534,535
                                                            -------------------    ------------------     ------------------
Net increase (decrease) in cash and cash equivalents                  94,124             (390,782)             2,325,205
Cash and cash equivalents at beginning of period                           -              484,906                 34,345
                                                            -------------------    ------------------     ------------------
Cash and cash equivalents at end of period                     $      94,124        $      94,124          $   2,359,550
                                                            ===================    ==================     ==================

</TABLE>




                                       5
<PAGE>

                         SportsPrize Entertainment Inc.

                           A Development Stage Company

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 August 31, 2000


1.   Operations and Going Concern

     These  unaudited  interim  Consolidated   Financial  Statements  have  been
     prepared in accordance with generally accepted accounting principles, which
     presume  that the Company  will  continue as a going  concern.  The Company
     commenced  its  Internet  operations  in May 1999 and  launched the initial
     public version of its Web site on December 29, 1999.  However,  the Company
     has not earned any material revenue from its operations and it has incurred
     operating  losses  throughout  its history.  The Company is dependent  upon
     acceptance of its product  offerings and marketing  programs  before it can
     generate  sufficient  revenues from its operations.  The  technologies  and
     businesses  that it intends to develop also require cash  significantly  in
     excess of its current resources.

     The  Company's  current  cash  position  is  inadequate  to pay its current
     liabilities and the costs  associated with the  development,  marketing and
     commercialization of its product offerings.  Management does not anticipate
     it will generate sufficient revenues from its operations in the near future
     to meet its anticipated  working capital needs. Until the Company generates
     sufficient  revenues  from  its  products,  it will be  dependent  upon the
     continued  sale of its  securities  or debt  financing  to raise  the funds
     necessary to meet its cash  requirements.  Thus far, the Company has raised
     $1,431,000  through private  placements in fiscal 2000 and will continue to
     pursue  the  additional   financing   necessary  to  fund  its  operations.
     Management  intends  to  continue  selling  the  Company's   securities  or
     arranging  debt  financing  to  improve  its  cash  position;  however,  no
     assurance  can be given  that any such  financing  will be  available  when
     required. In the event that financing on acceptable terms is not available,
     management anticipates that they will consolidate the Company's operations,
     reduce personnel and operating expenses, and/or sell or liquidate assets.

     These  factors  raise  substantial  doubt  about the  Company's  ability to
     continue as a going concern. In the event the Company is unable to continue
     as a going concern,  management anticipates that it will sell the business,
     its  assets  or  discontinue   its   operations.   The  unaudited   interim
     Consolidated  Financial  Statements do not include any adjustments relating
     to  the   recoverability   and   classification   of  recorded  assets  and
     classification of liabilities that might be necessary should the Company be
     unable to continue its operations.




                                       6
<PAGE>

                         SportsPrize Entertainment Inc.

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                 August 31, 2000


2.   Basis of Presentation

     The  information   contained  in  these  condensed  Notes  to  Consolidated
     Financial  Statements  is  condensed  from that which  would  appear in the
     annual consolidated  financial  statements.  Accordingly,  the Consolidated
     Financial Statements included herein should be reviewed in conjunction with
     the  Consolidated  Financial  Statements  and  the  related  notes  thereto
     contained in the  Company's  2000 Annual  Report on Form 10-K. It should be
     understood  that the accounting  measurements  at interim dates  inherently
     involve  greater  reliance on estimates  than at  year-end.  The results of
     operations  for the  period  ended  August  31,  2000  are not  necessarily
     indicative of the results that may be expected for the entire year.

     The accompanying Consolidated Balance Sheet of the Company as of August 31,
     2000, and the  Consolidated  Statements of Operations and of Cash Flows for
     the  three  and  six-month  periods  ended  August  31,  2000  and 1999 are
     unaudited.  The  Consolidated  Financial  Statements and related notes have
     been prepared in accordance with generally accepted  accounting  principles
     applicable  to  interim  periods.   In  the  opinion  of  management,   the
     Consolidated  Financial  Statements include all adjustments,  consisting of
     normal  recurring  adjustments,  necessary for a fair  presentation  of the
     consolidated  financial position,  operating results and cash flows for the
     periods presented.

     The financial statements include the accounts of the Company and its wholly
     owned subsidiary.  All significant  intercompany  balances and transactions
     have been eliminated.

3.   Common Stock

     Effective  June 30, 2000,  all of the Company's  $1,050,000 of  Convertible
     Debentures and the related  accrued  interest of $7,875 were converted into
     1,057,875 shares of common stock.  Additionally,  in July 2000, the Company
     issued 15,000 shares of common stock to an investment  banker at a price of
     $0.50  per  share.  These   transactions   increased  the  Company's  total
     outstanding common shares to 18,658,249 as of August 31, 2000.

4.   Stock Options and Warrants

     During the fiscal  quarter  ended  August 31,  2000,  the  Company  granted
     242,000 stock options to certain employees and consultants with an exercise
     price of $0.25. During this period,  there also were 60,000 warrants issued
     at a price of $1.275 associated with the $1,050,000  Convertible  Debenture
     financing transaction.




                                       7
<PAGE>

                         SportsPrize Entertainment Inc.

                           A Development Stage Company

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                                 August 31, 2000


5.   Loss Per Share

     Basic loss per share is computed  using the  weighted  effect of all common
     shares  issued  and  outstanding.   The  following  table  sets  forth  the
     computation  of basic and diluted  earnings per share.  Options to purchase
     5,246,830  shares of common  stock  ranging from $0.01 - $2.53 a share were
     outstanding at August 31, 2000.  Additionally,  there were 60,000  warrants
     outstanding  as of August 31, 2000 at a price of $1.275.  Such  options and
     warrants were not included in the computation of diluted earnings per share
     because they were anti-dilutive.

<TABLE>
                                                        Six months              Six months
                                                          ended                   ended
                                                     August 31, 2000         August 31, 1999
                                                    -----------------       -----------------
    <S>                                              <C>                     <C>
     Net loss:                                           ($3,014,855)           ($3,377,014)
                                                    =================       =================
     Denominator:
        For basic and diluted                             18,332,962             15,321,978
        loss per share - weighted
        average shares outstanding
     Basic and diluted loss per common share                  ($0.16)                ($0.22)
</TABLE>


6.   Commitments and Contingencies

     Consulting Agreement

     In June 2000,  the Company  entered into a six month  consulting  agreement
     with an  entertainment  content  and game  design  company.  The  agreement
     provides for 60,000 shares of the Company's  common stock to be issued at a
     price of $0.375  per share.  From July to  December  2000,  10,000 of these
     shares vest each month in connection with this agreement.

7.   Subsequent Event

     In  September  2000,  the  Company   completed   private  equity  financing
     transactions  totaling $381,000. On August 31, 2000, the Company received a
     cash advance of $50,000  associated with one of these  transactions,  which
     was  recorded  as a  Note  Payable.  In  connection  with  these  financing
     transactions,  2,032,000  shares of the  Company's  common  stock are being
     issued at a price of $0.1875  per share and  1,016,000  warrants  are being
     issued to acquire the  Company's  common stock at a price of $0.28125.  The
     Company  also paid a finder's  fee of $15,000 for  assistance  in arranging
     $300,000 of this financing.




                                       8
<PAGE>

Item 2:  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

     Note Regarding Forward Looking Statements

     Except for  statements  of  historical  fact,  certain  statements  in this
Quarterly Report on Form 10-Q constitute  "forward-looking  statements"  covered
within the meaning of Section 21E of the  Securities  Exchange  Act of 1934,  as
amended,  including,   without  limitation,   statements  containing  the  words
"believes,"  "anticipates," "intends," "expects" and words of similar import, as
well as projections of future results.  Such forward-looking  statements involve
known and unknown  risks,  uncertainties  and other  factors which may cause the
actual results or achievements of the Registrant to be materially different from
any future results or  achievements  of the  Registrant  expressed or implied by
such forward-looking  statements.  Such factors include, but are not limited to,
the following: the Registrant's limited operating history; under-capitalization;
risks involving new product  development;  unpredictability  of future revenues;
management  of growth and  integration;  potential  technological  changes;  the
Registrant's  dependence on key  personnel;  marketing  relationships  and third
party suppliers; reliance on advertisers;  potential new businesses, competition
and  low  barriers  to  entry;  uncertain  acceptance  of  the  Internet  as  an
advertising  medium;  uncertain  acceptance of the  Registrant's  sports-related
games and content;  limited  experience  in sales,  marketing  and  advertising;
dependence on continued growth in use of the Internet;  the Registrant's ability
to protect its intellectual property rights and uncertainty regarding infringing
intellectual   property  rights  of  others;   potential  capacity  and  systems
disruptions;  liability for Internet content;  government regulations;  security
risks;  and the other risks and  uncertainties  described under  "Description of
Business - Risk Factors" in the Registrant's Annual Report on Form 10-K filed on
June 13, 2000. We undertake no obligation to publicly release the results of any
revision to these forward-looking  statements that may be made to reflect events
or  circumstances  after  the  date  hereof  or to  reflect  the  occurrence  of
unanticipated events.

     The Registrant's  management has included projections and estimates in this
Quarterly  Report,  which are based primarily on management's  experience in the
industry, assessments of the Registrant's results of operations, discussions and
negotiations  with  third  parties  and a  review  of  information  filed by its
competitors with the Securities and Exchange Commission. Investors are cautioned
against attributing undue certainty to management's projections.


     General Overview

     We,  SportsPrize  Entertainment  Inc.,  are  engaged  in  the  business  of
offering,   marketing  and  promoting  sports-related  content,   entertainment,
merchandise  and  other  products  on the  Internet  through  our  Web  site  at
http://www.sportsprize.comTM.

     Our mission is to establish a leading Internet sports-based  entertainment,
merchandising  and community  destination Web site. We intend to build an online
sports,  entertainment and e-commerce community that appeals to sports fans from
around the world by providing  three  primary  components  on our Web site:  (i)
sports-related  content,  (ii)  sports-related  games  including the SportsPrize
TournamentSM  and  Monday  Night   MillionaireSM,   and  (iii)   sports-oriented
e-commerce.




                                       9
<PAGE>

     Content: We currently offer the following sports-related content:

          o    Sports news and statistical information;

          o    SportsPrize  Question  of  the  DaySM  - a  daily  sports  trivia
               question  that  enables our viewers to test their  knowledge  and
               accumulate points in the SportsPrize games;

          o    SportsPrize  Six-PackSM  - a daily  listing and archive of sports
               editorial commentary on a high-profile sports topics;

          o    SportsPrize  Luxury  BoxSM - a daily  compilation  and archive of
               photos of the SportsPrize models, and

          o    Chat rooms and message boards.

     We plan to offer the following sports-related content:

          o    Sports trivia;

          o    Articles and sports commentary;

          o    Interviews with players, coaches and sports commentators;

          o    Player and team profiles;

          o    Team schedules and information, and

          o    Ticket and sporting events information.

     SportsPrize Games: We intend to offer a variety of sports-related  games on
our Web  site.  On  December  29,  1999,  we  launched  our  first  proprietary,
interactive   game  called  the   "SportsPrize   TournamentSM,"   which   offers
participants the opportunity to compete in a multi-sport,  predictive tournament
where  participants  answer weekly questions and accumulate points to win a wide
variety of prizes,  as well as discounts on merchandise  within our  SportsPrize
e-shopping venues.

     In September 2000, we launched our second  proprietary  game called "Monday
Night  MillionaireSM",  where  participants  predict  the  outcome  of  National
Football  League games and have the  opportunity  to win a Ferrari at the end of
the NFL season.

     We  expect  that  sports-related  games  will  be an  integral  part of the
SportsPrize.com(TM)  Web  site.  The  SportsPrize  games  will  be  designed  to
integrate the  excitement of  sports-related  content and  information  with the
communication and marketing capabilities of the Internet. We currently offer our
SportsPrize TournamentSM and Monday Night MillionaireSM as free entertainment to
visitors on our Web site who become Registered Members on the site.

     E-Commerce:  Visitors  to our Web site have the  opportunity  to purchase a
broad range of sports-related merchandise in our SportsPrize stores.




                                       10
<PAGE>

     Based on our research, we believe that there are only a few sports-oriented
Web sites that currently provide all three components  (sports-related  content,
sports-related predictive games and sports-oriented e-commerce), integrated into
one comprehensive  Web site. We believe that our unique,  multi-faceted Web site
will become a destination  for many sports fans on the Internet.  Our goal is to
promote  our Web site and build our  audience  through an  aggressive  marketing
strategy.

     We intend to generate revenue by:

          o    Charging  fees for online  participants  to play our  proprietary
               sports games;

          o    Selling advertising and sponsorships on our Web site;

          o    Selling merchandise  through our virtual  SportsPrize  e-commerce
               shopping venues;

          o    Licensing our content to other companies in the United States and
               other countries; and

          o    Other marketing programs.

     We are a development stage company,  which means that we are in the process
of developing  our business and we currently  have no material  revenue from our
operations.  We have a history of losses,  and as of August 31, 2000,  we had an
accumulated deficit of $9,754,682, including $4,498,255 in non-cash compensation
expenses  related to the  issuance  of stock and  granting  of stock  options to
certain of our directors,  employees and consultants.  We incurred losses during
the following periods:

          o    $144,125  for the  period  from  March  6,  1998  (inception)  to
               February 28, 1999;

          o    $6,595,702 for the fiscal year ended February 29, 2000, including
               $3,703,280  in  non-cash  compensation  expenses  related  to the
               issuance of stock and granting of stock options to certain of our
               directors, employees and consultants; and

          o    $3,014,855  for the six months ended  August 31, 2000,  including
               $794,975  in  non-cash   compensation  expenses  related  to  the
               issuance of stock and granting of stock options to certain of our
               directors, employees and consultants.

     We  anticipate  that we will continue to incur  substantial  losses for the
foreseeable  future.  Thus far, we have raised nearly $5,100,000 through private
placements  to  finance  our  business.  We also are in the  process  of seeking
additional  financing.  We are  attempting to raise an additional  $3,000,000 to
fund our current plan of operation  through our fiscal year ending  February 28,
2001. See "Note Regarding  Forward Looking  Statements" and "Plan of Operation."
We cannot assure you that we will obtain  additional  financing to implement our
business plan on acceptable terms, if at all.

     As of August 31, 2000, we had a working  capital  deficiency of $1,023,668.
Our ability to continue as a going concern is  questionable.  See  "Management's
Discussion and Analysis of Results of Operations and Financial Condition - Going
Concern Risks."




                                       11
<PAGE>

     We launched the initial public version of our  SportsPrize.com(TM) Web site
on December 29,  1999.  Since then,  we have test  marketed the site and built a
total membership of approximately  20,000.  However,  we have not had sufficient
working  capital to  aggressively  market  and  promote  our Web site,  and as a
result, we have not generated any material revenues from advertising or sales of
merchandise.  We  cannot  assure  you  that our Web  site  will be  commercially
successful  as  planned or that we will earn any  revenue  or  profits  from our
operations.

     We   currently   have   relationships   with  DBC  Sports  to  provide  our
sports-related content and statistical information, Stewart Television to design
and develop  sports-related games for our Web site and ShopSports.com to provide
merchandise and the related order fulfillment services. We also have established
relationships  with  Boomer  Esiason,  James  Worthy,  Michael  Buffer and Steve
Hartman,  who serve on our  Sports  Advisory  Board and  provide  unique  sports
content and promote our Web site. We have not yet  finalized our agreement  with
Boomer  Esiason,  and anticipate that we will finalize this agreement by the end
of 2000.  We are  currently  in the process of  attempting  to  establish  other
relationships  with  potential  sports  marketing  groups,  athletes and content
providers to provide  additional  content on our Web site,  as well as potential
advertisers  and  sponsors to purchase  advertising  on our Web site.  We cannot
assure you that we will successfully  maintain our existing  relationships  with
DBC  Sports,  Stewart  Television,  ShopSports.com  or the members of our Sports
Advisory Board, or that we will enter into any new  relationships  with vendors,
athletes, content providers or advertisers.

     We intend to compete in the highly-competitive  Internet industry.  Many of
our  competitors  have  substantially  greater  financial,  technical  and other
resources than we have. Several  competitors already have established Web sites,
brand names,  strategic  relationships with advertisers and other Web sites, and
user  loyalty,  all of which create a competitive  advantage  over us. We cannot
assure  you that we will be able to  compete  effectively  or that we will  ever
generate   sufficient   revenues  from  our  operations  to  make  our  business
commercially viable.

     Our  common  stock is  currently  quoted  on the  National  Association  of
Securities Dealers'  over-the-counter bulletin board and trades under the symbol
"JOCK".


     Selected Financial Data

     The  following  table sets forth  selected  financial  data  regarding  our
consolidated  operating results and financial position of our Company.  The data
has been derived from our  consolidated  financial  statements,  which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States.  The  following  selected  financial  data is  qualified  in its
entirety by, and should be read in conjunction with, the Consolidated  Financial
Statements and notes thereto included  elsewhere in this Quarterly  Report.  The
unaudited interim Consolidated Financial Statements  accompanying this Quarterly
Report have not been  reviewed by our auditor in  accordance  with Rule 10-01 of
Regulation S-X.




                                       12
<PAGE>

                                      Six Months Ended        Six Months Ended
                                       August 31, 2000        August 31, 1999
                                     ------------------      ------------------
                                             $                        $
                                     ------------------      ------------------
Net Sales                                       -                        -
Gross Profit                                    -                        -
Total Operating Expenses                3,010,906                3,408,278
Net Loss                                3,014,855                3,377,014
Net Loss per Share                          (0.16)                   (0.22)

-------------------------------------------------------------------------------


                                             At                      At
                                      August 31, 2000        February 29, 2000
                                     ------------------      ------------------
                                             $                        $
                                     ------------------      ------------------
Working Capital (Deficiency)           (1,023,668)                 193,148
Total Assets                              721,337                1,118,924
Long-Term Obligations                      50,000                        -
Total Liabilities                       1,241,357                  376,941
Shareholders' Equity (Deficit)           (520,020)                 741,983
Cash Dividends                                  -                        -

-------------------------------------------------------------------------------


     Results of Operations

     Six Months  Ended  August 31, 2000  Compared to Six Months Ended August 31,
     1999

     The  following  is a discussion  of the  Company's  operations  for the six
months ended August 31, 2000. This discussion should be read in conjunction with
the  Consolidated  Financial  Statements  appearing  elsewhere in this Quarterly
Report on Form 10-Q, as well as  information  presented in the Company's  Annual
Report on Form 10-K for the fiscal year ended February 29, 2000.

     Revenue. The Company is a development stage enterprise, and had no material
revenue from its  operations  during the six months ended August 31, 2000 or for
this period in 1999.  During the six months ended  August 31, 2000,  the Company
had net interest  expense of $5,307,  compared to net interest income of $27,522
for the same period in 1999.

     Since the initial  public  launch of the Company's Web site on December 29,
1999,  the  Company  has had  insufficient  capital to  aggressively  market and
promote its Web site. Consequently,  the Company has conducted some limited test
marketing programs,  but the audience growth and traffic has been limited.  With
minimal  traffic on its Web site,  the  Company's  anticipated  advertising  and
e-commerce revenue streams have not materialized.

     Expenses. During the six months ended August 31, 2000, the Company incurred
general and  administrative  expenses of $2,924,465,  compared to $3,307,107 for
the same  period in 1999.  During the period  ended  August 31,  2000,  the most
significant portion of general and




                                       13
<PAGE>

administrative expenses was for compensation and consulting costs of $1,602,132,
of which  $794,975 was  non-cash  compensation  associated  with the issuance of
stock and stock  options  to our  directors,  employees  and  consultants.  This
compared to compensation and consulting costs of $2,905,146, of which $2,447,058
was non-cash compensation during the same period in 1999.

     During the six months  ended  August 31,  2000,  the Company  incurred  Web
design and content fees of  $217,803,  which were $25,500 for the same period in
1999.  During this period in 2000,  the Company  incurred total prizing costs of
$548,365, which were zero in 1999.  Additionally,  the Company incurred Web site
advertising  and  promotion  costs of $186,495  for the six months  ended August
31,2000, which were zero during the same period in the prior year.

     The other material  operating  costs incurred by the Company during the six
months ended August 31, 2000 were insurance  costs of $104,768,  which were zero
in 1999.  We also  incurred  professional  fees of $68,682  compared to $121,569
during the same  period in 1999.  The  professional  fees  incurred  during both
periods were primarily  attributable  to preparation of the Company's  financing
agreements, SEC filings and other legal agreements and documents.

     During the six  months  ended  August  31,  2000,  we had no  research  and
development expenses, compared to $99,149 during this period in 1999. During the
six months ended August 31, 2000, we had depreciation  and amortization  expense
of $86,441, compared to $2,022 during the same period in 1999.

     Losses. During the six months ended August 31, 2000, the Company incurred a
total net loss of $3,014,855  ($0.16 per share),  compared to $3,377,014  ($0.22
per share) during the same period in 1999. These losses are expected to continue
in the foreseeable future.

     Three Months  Ended  August 31, 2000  Compared to Three Months Ended August
     31, 1999

     Revenue. The Company is a development stage enterprise, and had no material
revenue from its operations during the three months ended August 31, 2000 or for
this period in 1999.  During the three months ended August 31, 2000, the Company
had net interest  expense of $7,630,  compared to net interest income of $22,437
for the same period in 1999.

     Since the initial  public  launch of the Company's Web site on December 29,
1999,  the  Company  has had  insufficient  capital to  aggressively  market and
promote its Web site. Consequently,  the Company has conducted some limited test
marketing programs,  but the audience growth and traffic has been limited.  With
minimal  traffic on its Web site,  the  Company's  anticipated  advertising  and
e-commerce revenue streams have not materialized.

     Expenses.  During the three  months  ended  August 31,  2000,  the  Company
incurred  general  and  administrative  expenses  of  $1,445,810,   compared  to
$1,443,496  for the same period in 1999.  During  this period in 2000,  the most
significant portion of general and administrative  expenses was for compensation
and consulting  costs of $801,955,  of which $388,462 was non-cash  compensation
associated  with the  issuance  of stock and  stock  options  to our  directors,
employees and consultants. This compared to compensation and consulting costs of
$1,079,691,  of which $684,458 was non-cash  compensation during the same period
in 1999.




                                       14
<PAGE>

     During the three months ended  August 31,  2000,  the Company  incurred Web
design and content fees of  $115,981,  which were $25,500 for the same period in
1999.  During this period in 2000,  the Company  incurred total prizing costs of
$271,977, which were zero in 1999.  Additionally,  the Company incurred Web site
advertising  and  promotion  costs of $71,465  for the six months  ended  August
31,2000, which were zero during the same period in the prior year.

     The other material  operating  costs incurred by the Company during the six
months ended August 31, 2000 were insurance costs of $52,139, which were zero in
1999. We also incurred  professional fees of $28,201 compared to $112,942 during
the same period in 1999. The professional fees incurred during both periods were
primarily attributable to preparation of the Company's financing agreements, SEC
filings and other legal agreements and documents.

     During the three  months ended August 31,  2000,  we had  depreciation  and
amortization  expense of $41,567,  compared to $1,809  during the same period in
1999.

     Losses. During the six months ended August 31, 2000, the Company incurred a
total net loss of $1,494,482  ($0.08 per share),  compared to $1,434,139  ($0.07
per share) during the same period in 1999. These losses are expected to continue
in the foreseeable future.


     Liquidity and Capital Resources

     Since our Share Exchange with  SportsPrize  Inc., we have raised a total of
$4,931,000 less finder's fees of $213,000.

     On May 30, 2000, we issued two 9% Convertible Debentures, one in the amount
of  $850,000  to Cutter  Services  Corp.  and one in the amount of  $200,000  to
Strathburn  Investments  Inc., for total gross  proceeds of $1,050,000.  We also
issued a warrant to Cutter Services  exercisable to acquire 48,000 shares of our
common  stock at  $1.275  per  share and a  warrant  to  Strathburn  Investments
exercisable  to acquire  12,000  shares of our common stock at $1.275 per share.
The warrants  expire on May 30, 2002.  We paid Sonora  Capital a finder's fee of
$100,000 in  connection  with the  financing  transaction.  Cutter  Services and
Strathburn  Investments are non-U.S.  persons,  and the offer and sale were made
outside the United States in reliance on an exemption  from  registration  under
Regulation S of the Securities Act of 1933, as amended.

     In July 2000, Cutter Services and Strathburn  Investments agreed to convert
all of the Debentures into 1,050,000  shares of the Company's  Common Stock at a
price of $1.00 per share. At the time of the conversion,  the security  interest
in  the  Company's  assets,  including  our  intellectual  property,   software,
technology and other assets was terminated.

     In August  2000,  we received a cash advance of $50,000  associated  with a
private equity financing  transaction totaling $150,000,  which was completed in
September  2000. In September  2000,  we also  completed  other  private  equity
financing transactions totaling $231,000. See "Changes in Securities."

     On August 31, 2000,  we had a working  capital  deficiency  of  $1,023,668.
Additionally,   our  current  working  capital  requirements  are  approximately
$300,000 per month. We currently do not have sufficient  working capital to meet
our current obligations as they




                                       15
<PAGE>

become due. We are in the process of seeking additional  financing in the amount
of $3,000,000 to $4,000,000 to fund our operations through February 28, 2001. We
have not  negotiated any such  financing,  and we cannot assure you that we will
obtain such financing on acceptable  terms, if at all.  Additionally,  given our
current stock price,  the  Company's  total  outstanding  shares will be diluted
substantially by any significant financing transaction.  Finally, our failure to
obtain  additional  financing  will  affect our  ability to  continue as a going
concern beyond October 31, 2000. See "Going Concern Risks."

     Assuming we raise at least  $3,000,000  to implement our plan of operation,
once we are fully staffed,  our total monthly capital  requirement will increase
to approximately  $500,000. Our working capital requirement related to financing
fees and costs,  content  costs,  and  general  and  administrative  expenses is
anticipated to increase to approximately $275,000 per month. Our working capital
requirement   related  to   marketing   expenses  is  expected  to  increase  to
approximately  $165,000  per month,  provided  we are able to obtain  sufficient
financing to implement our marketing  program.  We also  anticipate that we will
invest approximately  $60,000 per month for capital  expenditures  including Web
site design and development and other equipment and software.

     If we cannot raise additional financing,  we anticipate that we will reduce
our  projected  expenditures,  or sell or shut  down our  business.  We have the
following  material  financial  obligations to software and systems  developers,
content providers,  Internet access providers, investor relations providers, and
other vendors:

    Vendor                                 Obligation
    ------                                 ----------
    DBC Sports                             $20,000 per month through June 2002

    Frontier/Global Center                 $4,000 per month

    Office Leases                          $12,000 per month

    Focus Partners                         $6,000 per month

    Showcase Communications                $7,500 per month


     In addition to these commitments, we have agreements with our employees and
consultants,  which require us to make monthly payments  totaling  approximately
$100,000  per month.  Our failure to meet these  financial  commitments  and our
future  obligations  may have a  material  adverse  effect on our  business  and
results of operations.

     Plan of Operation

     Our plan of operation includes several important strategic  initiatives and
is based  on  estimates  of our  senior  management.  A  summary  of our plan of
operation  and  planned  operating  budget for our  business  for the six months
ending February 28, 2001 is set forth below.

     Summary of Plan of Operation

     The  following  is a summary of our  corporate  plan of  operation  through
February 28, 2001. For the period ending February 29, 2000, the primary focus of
our operating plan was to




                                       16
<PAGE>

develop  and  launch  our Web site and build  the  necessary  infrastructure  to
operate and market the site. We launched the initial  public  version of our Web
site on December 29, 1999.

     During our fiscal year ending  February  28,  2001,  we have  continued  to
develop and enhance our Web site and have conducted some test marketing programs
to build the  SportsPrize  brand as well as the Web site  audience.  During  the
latter  portion  of our fiscal  year  ending  February  28,  2001,  we intend to
continue  building  the  content  areas on the  SportsPrize.com(TM)  Web site by
increasing sports information,  news, sports-related games and other content. We
also plan to allocate a  significant  portion of our  operating  budget  towards
marketing  and  promotion to further  build the  SportsPrize  brand and Web site
audience.  Our other primary operating objectives will be to continue attempting
to  establish   strategic  alliances  with  corporate   advertisers,   sponsors,
e-commerce associates, and other potential content and marketing associates.

     Our major strategic and business  initiatives through February 28, 2001 are
as follows:

--------------------------------------------------------------------------------
1.   Raise sufficient capital to finance our business.
--------------------------------------------------------------------------------
2.   Appoint or Recruit Senior Management:

     i.   Vice President of Content.

     ii.  Vice President of Technology.

     iii. Vice President of Sales.
--------------------------------------------------------------------------------
3.   Continue Development and Refinement of the SportsPrize.com(TM) Web site:

     i.   Refine the Graphical User Interface for the site.

     ii.  Develop new proprietary sports-related games for the Web site.

     iii. Expand the Stats/Info component of the Web site.

     iv.  Develop a private label E-Shopping component of the Web site.

     v.   Expand the Community component of the Web site, and

     vi.  Develop new content areas on the site such as trivia and other unique
          sports games and content.
--------------------------------------------------------------------------------
4.   Develop comprehensive Web site monitoring/statistical software.
--------------------------------------------------------------------------------
5.   Corporate Development:

     i.   Recruit  Outside  Directors to increase the Board of Directors to nine
          Directors, including five Outside Directors.

     ii.  Expand the Sports Advisory Board to include  representatives from each
          of the major sports offered on our Web site.
--------------------------------------------------------------------------------
6.   Enter into strategic  relationships and/or  international  ventures for our
     Web site.
--------------------------------------------------------------------------------




                                       17
<PAGE>

--------------------------------------------------------------------------------
7.   Implementation of Sales, Marketing and Business Development Plans:

     i.   Refine the sales, marketing and business development plans.

     ii.  Commence the sales process and begin generating revenue.

     iii. Commence the marketing and business development processes to build the
          membership  base, build the brand, and broaden the content offering on
          the Web site

     iv.  Explore opportunities in foreign markets.
--------------------------------------------------------------------------------
8.   Locate and lease a new corporate office in the Los Angeles area.
--------------------------------------------------------------------------------
9.   Shareholder Relations and Investor Relations:

     i.   Update the database of shareholders and maintain communication with
          them.

     ii.  Refine the brochures for and exposure to prospective investors to
          broaden our shareholder base and capital structure.
--------------------------------------------------------------------------------

     During the latter  portion of the fiscal year ending  February 28, 2001, we
intend to concentrate  our efforts on marketing our Web site to users,  sponsors
and  advertisers;  soliciting  feedback on our content and technology  offerings
from our users, sponsors and advertisers;  selling advertising and sponsorships;
increasing sales of products offered through our SportsPrize  e-shopping venues;
building  additional  strategic   relationships;   developing  new  content  and
technology offerings; obtaining endorsements from professional athletes, coaches
and sports organizations; and enhancing and improving our Web site.

     We cannot  assure you that we will  successfully  complete all of the items
contemplated  in our plan of operation on a timely basis, if at all. Our ability
to complete our plan of operation will be dependent on a number of factors, some
of which are beyond  our  control,  including  our  ability to raise  additional
financing on acceptable terms, our ability to develop our content and technology
on a timely basis,  our ability to attract  advertisers  and  sponsors,  and the
acceptance of our SportsPrize.com(TM) Web site.








                                       18
<PAGE>

     Summary of Planned Operating Budget

     Our planned  operating  budget for the six months ending February 28, 2001,
is estimated to be approximately $3,000,000. See "Note Regarding Forward Looking
Statements." Our projected use of these funds is as follows:

     Operating Expenses:
         Financing Fees and Costs                                $ 200,000
         Content Costs                                             150,000
         General and Administrative                              1,300,000
         Marketing                                               1,000,000
                                                                ----------
                  Total Operating Expenses                      $2,650,000
                                                                ----------
     Capital Expenditures:
         Web Site Design/Development                             $ 300,000
         Other                                                      50,000
                                                                ----------
                  Total Capital Expenditures                     $ 350,000
                                                                ----------
         Total Capital Required                                 $3,000,000
                                                                ==========

     As of  August  31,  2000,  we had  $94,124  in cash and  cash  equivalents.
Currently our total expenditures are approximately $300,000 per month. We cannot
assure you that our actual  expenditures  for  during  our  fiscal  year  ending
February 28, 2001 will not exceed our estimated  operating  budget. We based our
projected  costs  on  our  results  of  operations,   our  current   contractual
commitments, our discussions and negotiations with potential third party service
providers,  public  disclosure of our competitors of their  historical costs for
similar  operations,  our discussions  with  consultants,  our planned  business
activities and our management's experience.  See "Note Regarding Forward Looking
Statements."

     In September  2000, we completed a private  placement of 2,032,000 units at
$0.1875 per unit, each unit consisting of one share of common stock and one-half
non-transferable  share purchase  warrant.  Each whole warrant is exercisable to
acquire one  additional  share of common  stock at a price of $0.28125 per share
for a period of two years from the date of issuance. We raised gross proceeds of
$381,000 in  connection  with this  offering,  and paid a finder's fee to Sonora
Capital  of  $15,000  in  connection  with a portion  of this  transaction.  See
"Changes in Securities."

     We are  attempting to raise an  additional  $3,000,000 to 4,000,000 to fund
our  current  plan of  operation  for the  remaining  portion of the fiscal year
ending  February 28, 2001. We intend to raise  additional  financing to fund our
operating  budget by issuing equity or debt through a combination of private and
public financings.  We cannot assure you that we will successfully  complete any
additional  financing  transactions on acceptable terms, if at all. If we cannot
raise  additional  financing,  we  anticipate  that we will reduce our projected
expenditures, or sell or shut down our business.




                                       19
<PAGE>

     Going Concern Risks

     The unaudited interim Consolidated  Financial Statements  accompanying this
Quarterly Report have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 1 to the Consolidated  Financial Statements,
the Company has not earned any material  revenue from its  operations and it has
incurred operating losses throughout its history.  The Company is dependent upon
acceptance  of its  product  offerings  and  marketing  programs  before  it can
generate  sufficient   revenues  from  its  operations.   The  technologies  and
businesses that it intends to develop also require cash  significantly in excess
of its current resources.

     The  Company's  current  cash  position  is  inadequate  to pay its current
liabilities  and the  costs  associated  with  the  development,  marketing  and
commercialization  of its product  offerings.  Management does not anticipate it
will generate sufficient revenues from its operations in the near future to meet
its anticipated  working capital needs.  Until the Company generates  sufficient
revenues from its products,  it will be dependent upon the continued sale of its
securities  or debt  financing  to raise  the funds  necessary  to meet its cash
requirements.  Thus far,  the  Company  has raised  $1,431,000  through  private
placements in fiscal 2000 and will continue to pursue the  additional  financing
necessary to fund its  operations.  Management  intends to continue  selling the
Company's  securities or arranging  debt financing to improve its cash position;
however,  no assurance  can be given that any such  financing  will be available
when required. In the event that financing on acceptable terms is not available,
management  anticipates  that they will  consolidate  the Company's  operations,
reduce personnel and operating expenses, and/or sell or liquidate assets.

     These  factors  raise  substantial  doubt  about the  Company's  ability to
continue as a going concern. In the event the Company is unable to continue as a
going concern, management anticipates that it will sell the business, its assets
or discontinue  its operations.  The unaudited  interim  Consolidated  Financial
Statements do not include any  adjustments  relating to the  recoverability  and
classification  of recorded assets and  classification of liabilities that might
be necessary should the Company be unable to continue its operations.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

     Our financial  results are quantified in U.S.  dollars and our  obligations
and expenditures for our operations are incurred in U.S. dollars. In the future,
a portion of our revenues may be derived from  business  operations  outside the
United States, which may subject our business to foreign currency  fluctuations.
We do not, however,  believe that we will have any materially significant market
risks relating to revenues from our  operations  derived from outside the United
States or other  business  arrangements  denominated  in currency other than the
U.S. dollar.  Although  variations in the exchange rate may give rise to foreign
exchange gains or losses that may be significant,  we do not anticipate material
foreign exchange gains or losses.

     We currently  have no material  long-term debt  obligations.  We do not use
financial  instruments  for  trading  purposes  and we are  not a  party  to any
derivatives.  In the event we experience  substantial  growth in the future, our
business  and results of  operations  may be  materially  affected by changes in
interest rates and other credit risks associated with our operations.




                                       20
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     To the best of our  knowledge,  we are not subject to any active or pending
legal proceedings or claims against us or any of our properties.  However,  from
time  to  time,  we may  become  subject  to  claims  and  litigation  generally
associated with any business venture.

Item 2.  Changes in Securities.

     On May 30,  2000,  we  entered  into a Loan  Agreement  and  issued  two 9%
Convertible  Debentures,  one in the amount of $850,000 to Cutter Services Corp.
and one in the amount of  $200,000 to  Strathburn  Investments  Inc.,  for total
gross  proceeds of  $1,050,000.  We also issued a warrant to Cutter  Services to
acquire  48,000  shares of our common stock at $1.275 per share and a warrant to
Strathburn  Investments  to acquire  12,000 shares of our common stock at $1.275
per  share.  The  warrants  expire on May 30,  2002.  We paid  Sonora  Capital a
finder's fee of $100,000 in connection with this financing  transaction.  Cutter
Services and Strathburn Investments are non-U.S. persons, and the offer and sale
were  made  outside  the  United  States  in  reliance  on  an  exemption   from
registration  under  Regulation S of the Securities Act of 1933, as amended (the
"Securities Act").

     On June 30,  2000,  we  entered  into  separate  amendment  and  notice  of
conversion agreements with Cutter Services Corp. and Strathburn Investments Inc.
Under  the terms of these  agreements,  Cutter  Services  Corp.  and  Strathburn
Investments Inc. agreed to convert all of the Debentures  issued on May 30, 2000
plus the accrued  interest into shares of the Company's  Common Stock at a price
of $1.00 per share.  We issued  1,057,875  shares pursuant to Section 3(a)(9) of
the Securities Act.

     In September  2000, we completed a private  placement of 2,032,000 units at
$0.1875 per unit each unit  consisting of one share of common stock and one-half
non-transferable  share purchase  warrant.  Each whole warrant is exercisable to
acquire one  additional  share of common  stock at a price of $0.28125 per share
for a period of two years from the date of issuance. We issued (i) 432,000 units
to one qualified  "accredited  investors"  in the United States  pursuant to the
requirements  of Rule 506 of Regulation D promulgated  under the  Securities Act
and (ii) 1,600,000  units to two qualified  non-U.S.  Persons outside the United
States in an offer and sale that  satisfied  the  requirements  of  Regulation S
promulgated  under the  Securities  Act. We raised gross proceeds of $381,000 in
connection  with this  offering,  and paid a finder's  fee to Sonora  Capital of
$15,000 in connection with a portion of this transaction.

Item 3.  Defaults Upon Senior Securities.

     None.




                                       21
<PAGE>

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

     On July 21, 2000, we provided our shareholders notice of the Annual Meeting
of Stockholders  of SportsPrize  Entertainment  Inc. (the  "Company")  which was
scheduled  to be held on  Thursday,  August  10,  2000 at  10:00  a.m.  (Pacific
Standard  Time) at the Marina Beach Marriott Hotel located at 4100 Admiralty Way
in Marina Del Rey, California 90292, for the following purposes:

     1.   To elect seven directors, each to a one year term, to positions on the
          Board of Directors;

     2.   To ratify  the  appointment  of Grant  Thornton  LLP as the  Company's
          independent auditors; and

     3.   To  transact  such other  business  as may  properly  come  before the
          Meeting.

     Our annual  meeting  was called to order on  Thursday,  August 10,  2000 at
10:00 a.m. The presence in person or by proxy of holders of record of a majority
of the  outstanding  Common  Shares was required to  constitute a quorum for the
transaction  of  business  at the  Annual  Meeting.  We did not meet the  quorum
requirements  to conduct  the annual  meeting on August 10, 2000 and the meeting
was  adjourned  pending  receipt of a  sufficient  number of proxies to meet the
quorum requirements.

Item 5.   Other Information.

     On August 23, 2000, Jeffrey Paquin resigned his position as a Director.

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

(a)  Exhibits

Exhibit
Number         Description
------         -----------

10.1           Form of Loan  Agreement,  dated May 30,  2000,  entered into with
               each of Cutter Services Corp. and Strathburn Investments Inc.

10.2           Form of Debenture  issued to Cutter Services Corp. and Strathburn
               Investments Inc.

10.3           Form of Amendment and Notice of Conversion Agreement,  dated June
               30, 2000,  entered into with each of Cutter  Services  Corp.  and
               Strathburn Investments Inc.

27             Financial Data Schedule.


(b)  Reports on Form 8-K






                                       22
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused this  Quarterly  Report on Form 10-Q for the period
ended  August  31,  2000 to be signed  on its  behalf  by the  undersigned  duly
authorized.

                                        SportsPrize Entertainment Inc.


Date: October 16, 2000                  /s/ David Kenin
                                        ---------------------------------------
                                        David Kenin
                                        Chief Executive Officer


Date: October 16, 2000                  /s/ Bruce R. Cameron
                                        ---------------------------------------
                                        Bruce R. Cameron
                                        President and Chief Financial Officer
















                                       23
<PAGE>


                                 EXHIBIT INDEX

Exhibit
Number         Description
------         -----------

10.1           Form of Loan  Agreement,  dated May 30,  2000,  entered into with
               each of Cutter Services Corp. and Strathburn Investments Inc.

10.2           Form of Debenture  issued to Cutter Services Corp. and Strathburn
               Investments Inc.

10.3           Form of Amendment and Notice of Conversion Agreement,  dated June
               30, 2000,  entered into with each of Cutter  Services  Corp.  and
               Strathburn Investments Inc.

27             Financial Data Schedule.