SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amended)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 6, 2000
Sporting Magic, Inc.
(Exact name of issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-25247 95-4675095
(Commission File Number) (IRS Employer Identification No.)
17337 Ventura Boulevard, Suite 224, Encino, CA 91316
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 784-0040
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Item 1. CHANGES IN CONTROL OF REGISTRANT.
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On Friday, October 13, 2000, registrant, Sporting Magic, Inc., a
Delaware corporation ("Sporting Magic") filed a Form 8-K in which the rescission
of the merger agreement between Sporting Magic Soccer Magic Inc., a privately
owned Ontario corporation ("Soccer Magic") (the "Acquisition Agreement") was
disclosed, among other things. The October 13, 2000 Form 8-K contained
information regarding the changes in the control of Sporting Magic.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
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The October 13, 2000 Form 8-K mentioned above also described, among
other things, that the assets and liabilities of Sporting Magic were to be
returned to Soccer Magic.
Item 3. BANKRUPTCY OR RECEIVERSHIP. NOT APPLICABLE
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Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
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In the October 13, 2000 Form 8-K, Sporting Magic reported a change in
its Certifying Accountants. Effective upon the filing of that report, Sporting
Magic engaged Farber & Hass, LLP ("Farber & Hass") as its new principal
accountants. Prior to the filing of that report, Farber & Hass was not consulted
on any of the matters requiring disclosure under Item 304(a)(2) of Regulation
S-B. Farber & Hass has been requested to review this disclosure and has been
given the opportunity to furnish a letter addressed to the Commission as
required by Regulation S-B, but has informed Sporting Magic that it does not
plan to provide such a letter.
Simultaneously, Grant Thornton, LLP ("Grant Thornton") was dismissed as
Sporting Magic's independent auditors. The decision to dismiss Grant Thornton
was approved by the board of directors of Sporting Magic on October 10, 2000.
There were no disagreements with Grant Thornton on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to such firm's satisfaction, would have caused
it to make reference to the subject matter of the disagreement in connection
with its report.
Sporting Magic provided Grant Thornton with a copy of this disclosure
and has requested that they furnish Sporting Magic with a letter addressed to
the Commission stating whether they agree with this disclosure and, if not,
stating the respects in which they do not agree. Grant Thornton verbally
informed Sporting Magic that it agreed with this disclosure. However, as of the
time of the October 13, 2000 filing, Grant Thornton had not provided Sporting
Magic with a letter to the Commission confirming its agreement.
Grant Thornton has since provided Sporting Magic with a letter
confirming that Grant Thornton agrees with the disclosure. A copy of Grant
Thornton's letter to the Commission is included herewith as Exhibit 17.
Item 5. OTHER EVENTS. NOT APPLICABLE
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Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. NOT APPLICABLE
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(c) EXHIBITS. The following exhibits are provided in accordance
with the provisions of Item 601 of Regulation S-B:
EXHIBIT NO. DOCUMENT DESCRIPTION
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17 Letter of Grant Thornton, LLP on change in certifying accountant.
Item 8. CHANGE IN FISCAL YEAR.
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As explained in items 1 and 2 above and in Sporting Magic's Form 8-K
filed on October 13, 2000, the merger agreement between Sporting Magic and
Soccer Magic was rescinded on October 6, 2000. Subsequent to the merger,
Sporting Magic elected to change its fiscal year end from August 31 to October
31. This change was reflected in Sporting Magic's Form 8-K filed on April 4,
2000. As a further result of the rescission, Sporting Magic is now changing its
fiscal year end from October 31 to August 31. Accordingly, Sporting Magic will
file an annual report on Form 10-KSB for the fiscal year ended August 31, 2000.
Thereafter, as a result of the change in fiscal year, Sporting Magic will file
quarterly reports on Form 10-QSB for the quarters ending November 30, 2000,
February 28, 2001 and May 31, 2001 and will file its next annual report on Form
10-KSB for the year ending August 31, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
SPORTING MAGIC, INC.
(Registrant)
Date: October 19, 2000 By: /s/ Buddy Young
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Buddy Young,
President
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