****SECURITIES AND EXCHANGE COMMISSION		Washington, D.C. 20549		FORM 10-QSB		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF		THE SECURITIES EXCHANGE ACT OF 1934		For the quarterly period ended January 31, 2002****
| **000-29921**          |
|------------------------|
|                        |
| Commission file number |

| **MAGICINC.COM**                                                  |
|-------------------------------------------------------------------|
|                                                                   |
| (Exact name of small business issuer as specified in its charter) |

| **Delaware**             |   | **65-0494581**                       |
|--------------------------|--------|--------------------------------------|
|                          |   |                                      |
| (State of incorporation) |   | (IRS Employer Identification Number) |

| **530 North Federal HighwayFort Lauderdale, Florida 33301** |
|-------------------------------------------------------------|
|                                                             |
| (Address of principal executive office)                     |

| **(954) 764-0579**          |
|-----------------------------|
|                             |
| (Issuer's telephone number) |

| **Check whether the issuer:**                                                                                                                                                                                        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports)**Yes [X] No[  ]** |
| and                                                                                                                                                                                                                  |
| (2) has been subject to such filing  requirements for the past 90 days.**Yes [X] No [ ]**                                                                                                                            |

| **Applicable only to corporate issuers**                                                                                                                     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
| As of March 20, 2002 (the most recent practicable date), there were 5,286,519 shares of the issuer's Common Stock, $0.0001 par value per share, outstanding. |
| Transitional Small Business Disclosure Format (check one)**Yes [ ] No [X]**                                                                                  |

----

| **Magicinc.com**                 |
|----------------------------------|
| **Form 10-QSB Quarterly Report** |
| **INDEX**                        |
| **PART I**                       | **FINANCIAL INFORMATION** | **PAGE** |
| Item 1                           | Financial Statements | 3 |
| Item 2                           | Management's discussion and analysis of financial condition and results of operations | 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 | 11 |
| Item 4                           | Submission of matters to a vote of security holders | 11 |
| Item 5                           | Other information | 11 |
| Item 6                           | Exhibits and reports on Form 8-K | 11 |
| **SIGNATURES**                   |  |  |

**2**

----

| **MAGICINC.COMConsolidated Balance SheetsJanuary 31, 2002 and October 31, 2001(unaudited)**See Summary of Accounting Policies and Notes to Financial Statements.   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                               |   | **January 31,2002** |   | **October 31,2001** |
|                                                                                                                                                               |   |  |   |  |
| ASSETS                                                                                                                                                             |   |  |  |  |   |  |  |  |
|                                                                                                                                                               |   |   |   |   |   |   |   |   |
| Current Assets:                                                                                                                                                    |   |  |  |  |   |  |  |  |
|    Cash and Cash Equivalents                                                                                                                        |   | $ | 22,719 |  |   | $ | 58,858 |  |
|    Loans Receivable - Related Parties                                                                                                               |   |  | 0 |  |   |  | 50,000 |  |
|                                                                                                                                                               |   |  |  |  |   |  |  |  |
|       Total Current Assets                                                                                                           |   |  | 22,719 |  |   |  | 108,858 |  |
|                                                                                                                                                               |   |  |  |  |   |  |  |  |
| Property and Equipment - Net                                                                                                                                       |   |   | 19,916 |   |   |   | 15,926 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
|       Total Assets                                                                                                                   |   |   | 42,635 |   |   |   | 124,784 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
|                                                                                                                                                               |   |   |   |   |   |   |   |   |
| LIABILITIES & STOCKHOLDERS' DEFICIT                                                                                                                            |   |  |  |  |   |  |  |  |
|                                                                                                                                                               |   |  |  |  |   |  |  |  |
| Current Liabilities:                                                                                                                                               |   |  |  |  |   |  |  |  |
|    Accounts, Payroll and Accrued Expenses Payable                                                                                                   |   |  | 30,890 |  |   |  | 20,873 |  |
|    Accrued Officer's Salary under Employment Agreement                                                                                              |   |  | 42,819 |  |   |  | 24,569 |  |
|    Convertible Debentures Payable                                                                                                                   |   |  | 28,000 |  |   |  | 28,000 |  |
|    Deferred Income                                                                                                                                  |   |  | 3,625 |  |   |  | 0 |  |
|                                                                                                                                                               |   |  |  |  |   |  |  |  |
|       Total Liabilities                                                                                                              |   |  | 105,334 |  |   |  | 73,442 |  |
|                                                                                                                                                               |   |  |  |  |   |  |  |  |
| Stockholders' Equity (Deficit):                                                                                                                                    |   |  |  |  |   |  |  |  |
|    Preferred Stock, Series A Convertible ($0.0001 par value)                                                                                        |   |   |  |   |   |   |  |   |
|       5,576,923 Shares Authorized                                                                                                    |   |   |  |   |   |   |  |   |
|       5,576,923 Shares Issued at January 31,2002      and at October 31, 2001                          |   |   | 250,000 |   |   |   | 250,000 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
|    Common Stock                                                                                                                                     |   |   |  |   |   |   |  |   |
|       44,423,077 Shares Authorized ($0.0001 par value)                                                                               |   |   |  |   |   |   |  |   |
|       4,386,519 Shares Issued at January 31, 2002      and 4,286,519 Shares Issued at October 31, 2001 |   |   | 1,122,200 |   |   |   | 1,102,200 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
|    Deficit Accumulated during Development Stage      since Quasi-reorganization October 31, 1999                      |   |   | (1,434,899 | ) |   |   | (1,300,858 | ) |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
|       Total Stockholders' Equity (Deficit)                                                                                           |   |   | (62,699 | ) |   |   | 51,342 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |
|       Total Liabilities & Stockholders' Equity (Deficit)                                                                         |   | $ | 42,635 |   |   | $ | 124,784 |   |
|                                                                                                                                                               |   |   |  |   |   |   |  |   |

**3**

----

| **MAGICINC.COMConsolidated Statements of OperationsJanuary 31, 2002 and January 31, 2001(unaudited)**See Summary of Accounting Policies and Notes to Financial Statements. |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                       |   | **Three Months EndedJanuary 31, 2002** |   | **Three Months EndedJanuary 31, 2001** |
|                                                                                                                                                                       |   |  |   |  |
| Net Sales                                                                                                                                                                  |   | $ | 3,175 |  |   | $ | 0 |  |
|                                                                                                                                                                       |   |  |  |   |   |  |  |   |
| Selling, General and Administrative Expenses                                                                                                                               |   |  | 136,683 |   |   |  | 142,713 |   |
| Interest Expense                                                                                                                                                           |   |  | 533 |   |   |  | 4,536 |   |
|                                                                                                                                                                       |   |  |  |   |   |  |  |   |
| Total Expenses                                                                                                                                                             |   |  | 137,216 |   |   |  | 147,249 |   |
|                                                                                                                                                                       |   |  |  |   |   |  |  |   |
| Net Loss before Income Taxes                                                                                                                                               |   |  | (134,041 | ) |   |  | (147,249 | ) |
|                                                                                                                                                                       |   |  |  |   |   |  |  |   |
| Income Tax Expense                                                                                                                                                         |   |  | 0 |   |   |  | 0 |   |
|                                                                                                                                                                       |   |  |  |   |   |  |  |   |
| Net Loss                                                                                                                                                                   |   | $ | (134,041 | ) |   | $ | (147,249 | ) |
|                                                                                                                                                                       |   |  |  |   |   |  |  |   |
| Basic Net Income (Loss) Per Share                                                                                                                                          |   | $ | (0.03 | ) |   | $ | (0.10 | ) |
|                                                                                                                                                                       |   |  |  |   |   |  |  |   |
| Weighted Average Common Share Equivalent Outstanding as Adjusted for 1-for-10 Reverse-Split                                                                                |   |  | 4,862,590 |   |   |  | 1,409,917 |   |
|                                                                                                                                                                       |   |  |  |   |   |  |  |   |

**4**

----

| **MAGICINC.COMConsolidated Statements of Cash FlowsJanuary 31, 2002 and January 31, 2001****(unaudited)**See Summary of Accounting Policies and Notes to Financial Statements. |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                           |   | **Three Months EndedJanuary 31, 2002** |   | **Three Months EndedJanuary 31, 2001** |
|                                                                                                                                                                           |   |  |   |  |
| Operating Activities:                                                                                                                                                          |   |   |   |   |   |   |   |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Net Loss                                                                                                                                                                       |   | $ | (134,041 | ) |   | $ | (147,249 | ) |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Adjustments to Reconcile Net Loss to Cash                                                                                                                                      |   |  |  |   |   |  |  |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Non-Cash Expenses Included in Net Loss                                                                                                                                         |   |  |  |   |   |  |  |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
|                                                                                                                                                                           | Depreciation and Amortization |   |  | 1,500 |   |   |  | 4,848 |   |
|                                                                                                                                                                           | Stock Issued for Services |   |  | 0 |   |   |  | 77,000 |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Consumed by Operating Activities:                                                                                                                                              |   |  |  |   |   |  |  |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
|                                                                                                                                                                           | Increase (Decrease) in Accounts, Payroll andAccrued Expenses Payable |   |  | 31,892 |   |   |  | (30,097 | ) |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Cash Consumed by Operating Activities                                                                                                                                          |   |  | (100,649 | ) |   |  | (95,498 | ) |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Financing Activities:                                                                                                                                                          |   |  |  |   |   |  |  |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Proceeds from the Issuance of Common Stock                                                                                                                                     |   |  | 20,000 |   |   |  | 20,000 |   |
| Proceeds from the Issuance of Convertible Debentures                                                                                                                           |   |  | 0 |   |   |  | 150,000 |   |
| Cost of Issuing Convertible Debentures                                                                                                                                         |   |  | 0 |   |   |  | (19,500 | ) |
| Proceeds from Subscription Receivable                                                                                                                                          |   |  | 0 |   |   |  | 20,000 |   |
| Repayment of Advances to Related Parties                                                                                                                                       |   |  | 50,000 |   |   |  | 0 |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Cash Generated by Financing Activities                                                                                                                                         |   |  | 70,000 |   |   |  | 170,500 |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Investing Activities:                                                                                                                                                          |   |  |  |   |   |  |  |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Acquisition of Fixed Assets                                                                                                                                                    |   |  | (5,490 | ) |   |  | (3,004 | ) |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Cash Consumed by Investing Activities                                                                                                                                          |   |  | (5,490 | ) |   |  | (3,004 | ) |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Change in Cash                                                                                                                                                                 |   |  | (36,139 | ) |   |  | 71,998 |   |
| Cash and Cash Equivalents-Beginning                                                                                                                                            |   |  | 58,858 |   |   |  | 17,129 |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |
| Cash and Cash Equivalents-Ending                                                                                                                                               |   | $ | 22,719 |   |   | $ | 89,127 |   |
|                                                                                                                                                                           |   |  |  |   |   |  |  |   |

**5**

----

****MAGICINC.COM**Notes to Interim Consolidated Financial StatementsJanuary 31, 2002(Unaudited)**
|   | June 1, 2000 through July 31, 2000       |   | Rent waived by Lessor |
|--------|------------------------------------------|--------|-----------------------|
|   | August 1, 2000 through November 30, 2000 |   | $4,000/month          |
|   | December 1, 2000 through May 31, 2001    |   | $4,500/month          |
|   | June 1, 2001 through November 30, 2001   |   | $5,000/month          |
|   | December 1, 2001 through May 31, 2002    |   | $5,300/month          |

|   | Year ending October 31, 2002 |   | $12,000 |
|--------|------------------------------|--------|---------|

|   | Year ending October 31, 2002 |   | $34,000 |
|--------|------------------------------|--------|---------|
|   | Year ending October 31, 2003 |   | 31,000  |

**6**

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**7**

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**8**

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**9**

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****PART II. OTHER INFORMATION****
****SIGNATURES****
|        |                |        |           | **MAGICINC.COM**                                          |
|--------|----------------|--------|-----------|-----------------------------------------------------------|
|   |           |   |      |                                                      |
|   | March 22, 2002 |   | By:  | /s/ Gordon Scott Venters                                  |
|        |                |        |           |                                                           |
|        |                |        |           | Gordon Scott VentersPresident and Chief Executive Officer |

**11**

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```

                                CONSULTING AGREEMENT

	This CONSULTING AGREEMENT ("Agreement") is made and entered into as
of the 7th day of March, 2002, by and between   "thestockpit.com" a Del. Corp.
("Consultant"), and Magicinc.com, a corporation organized and existing pursuant to the
laws of the State of Delaware ("Company").

                                      RECITALS

	WHEREAS, Company presently has business operations that it conducts over the
Internet; and

	WHEREAS, Consultant does Internet marketing consulting; and

	WHEREAS, Company desires to retain Consultant to provide an outside opinion
regarding the management and marketing of the online business of the Company.

	NOW, THEREFORE, in consideration of the mutual covenants and undertakings
set forth below, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:

	1.	DUTIES OF CONSULTANT.  Consultant agrees to make itself available
for consultation with management of the Company in relation to its Internet business
operations for a ninety (90) day period, beginning March 7, 2002.  Consultant will render
advisory and consultant services during the term of this Agreement and will give the
Company the benefit of its special knowledge, skill, contacts, and business experience to
the extent relevant to the Internet business operations of the Company and will keep
reasonably informed as to the operations of the Company.  Consultant agrees to submit its
comments and suggestions for improvement to the appropriate members of the
management of the Company and agrees to attend business meetings when requested by
the Company.

	2.	TIME LIMITATION.  Consultant shall be obligated to make itself
available for consultation to the Company for a period not to exceed five (4) hours per
week during the ninety (90) day term of this Agreement.

        3.	COMPENSATION.  As compensation for the consulting services to be
performed by the Consultant, it is agreed that the Company will immediately transfer to
the Consultant upon the execution of this Agreement 150,000 shares of the common
stock of the Company which the Consultant acknowledges shall be in legend form
pursuant to Rule 144.

      	Legend.  Each certificate for these Securities shall bear a legend as
follows, unless such Securities have been registered under the Securities Act of 1933, as
amended ("Act"):

"The securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended ("Act") or applicable state law. The securities
may not be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act or applicable state securities laws, or
pursuant to an opinion of counsel satisfactory to the Company stating that an
exemption from such registration is available for such sale and transfer."

	Registration. The company agrees that this stock will carry full piggyback
registration rights.

	4.	EXPENSES.  Company agrees to pay for all costs and expenses incurred
by the Consultant in connection with the consulting services to be rendered pursuant to
the terms of this Agreement including all necessary, customary, and usual expenses
incurred by Consultant while traveling for and on behalf of the Company pursuant to the
Company's directions.

	5.	INDEPENDENT CONTRACTOR STATUS.  Nothing contained in this
Agreement shall be construed to create the relation of principal and agent or employer
and employee between the Consultant and the Company.  The Consultant shall act at all
times during the terms of this Agreement as an independent contractor.

	6.	RELEASE.  The Company acknowledges that Consultant will be
rendering opinions in relation to the Internet business operations of the Company and
Consultant shall thus not be responsible for the implementation of any decisions made by
the Company based upon the opinions of the Consultant.  The Company hereby releases
the Consultant from any and all claims, damages, and causes of action that may arise
from any actions or decisions not to act of the Company taken as a result of the opinions
offered by the Consultant.  The Company agrees to indemnify the Consultant against all
claims, damages, losses, and expenses, including reasonable attorney's fees, for any such
action or decision not to act made by the Company based upon the opinion of the
Consultant.

	7.	COMPLETE AGREEMENT.  This Agreement supersedes all prior
agreements and understandings between the parties and may not be modified, changed, or
altered except by further written agreement signed by all parties to this Agreement.

	8.	SEVERABILITY AND GOVERNING LAW.  Each of the provisions of
this Agreement shall be enforceable independently of any other provision of this
Agreement and independent of any other claim or cause of action.  In the event of any
dispute arising under this Agreement, it is agreed between the parties that the law of the
State of Ohio will govern the interpretation, validity, and effect of this Agreement.

	9.	WAIVER OF BREACH.  The failure of either party at any time to
require the performance of any of the provisions of this Agreement shall in no way affect
the respective rights of either party to enforce the same nor shall the waiver by either
party of any breach of any provision under this Agreement be construed to be a waiver of
any succeeding breach or as a waiver or modification of the provisions of the Agreement
itself.

	10.	PERSONAL NATURE OF AGREEMENT AND BINDING EFFECT.
This Agreement is between the Consultant and the Company and neither party may
delegate or assign any of its right or duties to anyone else without the expressed written
consent of the other party.  This Agreement shall be binding upon the permitted
successors, assigns, heirs, executors, and administrators of the respective parties.
	WHEREFORE, the parties have executed this Consulting Agreement in Seneca
County, Ohio on the date first above written.

thestockpit . com
By: /s/ Earl Roberts
Date:  3/7/02

Magicinc.com
By: /s/ Gordon Scott Venters
President
Date:  3/7/02
```

----

```

                          ASSIGNMENT AND ASSUMPTION AGREEMENT

            ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") dated this 7th
day of March, 2002 between Louvre Investors LLC, Yellow Stream Company LLC and Carlsbad
Capital LLC (collectively "Assignor"), Fountainview Capital Corporation ("Assignee") and
Magicinc.com ("Company").

            WHEREAS:

A.	The Company issued its 5% Series A Senior Subordinated Convertible
Redeemable Debentures on October 20, 1999 to BVH Holdings LLC ("BVH") having an aggregate
original principal face amount of Three Hundred Thousand United States Dollars $300,000 (singly, a
"Debenture," and collectively, the "Debentures");

B.	Pursuant to an Assignment and Assumption Agreement dated May 17, 2001,
("Assignment 1") between BVH and TLL Trading, LLC ("TLL"), BVH assigned and TLL assumed
the principal sum of the Debentures in the amount of $300,000;

C.	Pursuant to an Assignment and Assumption Agreement dated May 22, 2001,
("Assignment 2") between TLL and Assignor, TLL assigned and Assignor assumed the principal sum
of the Debentures in the amount of $300,000;

D.	On June 6, 2001, Assignor funded the Company the sum of $150,000
towards the principal sum of the Debentures, of which $28, 000 remains unconverted ("Unconverted
 Balance");

E.	Assignor is willing to assign the outstanding principal of the Debentures and
the Unconverted Balance to Assignee, and Assignee is willing to assume the outstanding principal
of the Debentures and the Unconverted Balance.

            NOW THEREFORE, it is agreed that Assignor shall receive the total sum of $28,000,
to be paid as follows: $14,000 to be funded by wire from the Company to Assignor and $14,000 to
be funded by wire from the Assignee to the Assignor, in consideration for the Unconverted Balance,
and that Assignor shall assign and Assignee shall assume the principal sum of $150,000 of the
Debentures and shall render  performance under such instruments in the place and stead of Assignor,
and the Company hereby acknowledges such assignment and assumption.

(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)

      Each of the Company, Assignor and Assignee have executed this Assignment and
Assumption Agreement as of the date first above written.

LOUVRE INVESTORS LLC			FOUNTAINVIEW CAPITAL
(Assignor)						CORPORATION
                                (Assignee)

By:                        		By:

YELLOW STREAM COMPANY LLC
(Assignor)

By:

CARLSBAD CAPITAL LLC
(Assignor)

By:
ACKNOWLEDGED AND AGREED:

MAGICINC.COM
(Company)

By:
```