U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
FOR THE TRANSITION PERIOD FROM ________ TO _________
Commission File Number: 0-25247
SPORTING MAGIC INC.
(Exact name of small business issuer as specified in its charter)
Delaware 95-4675095
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17337 Ventura Boulevard, Suite 224
Encino, California 91316
Issuer's Telephone Number: (818) 784-0040
(Address and phone number of principal executive offices)
Check whether the registrant filed all documents and reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The Registrant has 16,800,000 shares of common stock, par value $.001 per
share, issued and outstanding as of July 31, 2000.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
1
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INDEX TO QUARTERLY REPORT
ON FORM 10-QSB
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements ............................................ 3
Condensed Consolidated Interim Statement of Loss (unaudited) .... 4
Condensed Consolidated Interim Balance Sheet (unaudited) ........ 5
Condensed Consolidated Interim Statement of Shareholders'
Deficiency (unaudited) ........................................ 6
Condensed Consolidated Interim Statement of Cash
Flows (unaudited) ............................................. 7
Notes to the Condensed Consolidated Interim Financial
Statements .................................................... 8
Item 2. Management's Discussion and Analysis or Plan of Operation ....... 10
PART II OTHER INFORMATION PAGE
Item 1. Legal Proceedings ................................................ 12
Item 2. Changes in Securities and Use of Proceeds ........................ 12
Item 3. Defaults upon Senior Securities .................................. 12
Item 4. Submission of Matters to a Vote of Security Holders .............. 12
Item 6. Exhibits and Reports on Form 8-K ................................. 13
Signatures .................................................................. 15
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. The forward-looking
statements include all statements that are not statements of historical fact.
Our actual results could differ materially from the anticipated results
described in the forward-looking statements. Factors that could affect our
results include, but are not limited to, those discussed in Item 2,
"Management's Discussion and Analysis or Plan of Operation," and our current
views with respect to future events that involve risks and uncertainties
including uncertainties related to successful negotiations with third parties,
capital availability, operational and other risks, selection of profitable
sites, and uncertainties and factors described from time to time in our publicly
available SEC reports. In light of these risks and uncertainties, the
forward-looking events described in this report might not occur.
2
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PART I FINANCIAL INFORMATION
(Financial Statements Commence on Following Page)
(Balance of Page Intentionally Left Blank)
3
<PAGE>
<TABLE>
SPORTING MAGIC INC.
(FORMERLY ADVANCED KNOWLEDGE INC.)
CONDENSED CONSOLIDATED INTERIM STATEMENT OF LOSS
------------------------------------------------
(Expressed in US Dollars)
FOR THE NINE MONTHS ENDED JULY 31, 2000
(UNAUDITED)
<CAPTION>
Nine Months ended Three Months ended
July 31, 2000 July 31, 1999 July 31, 2000 July 31, 1999
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
League play, tournaments and field rentals . $ 371,811 $ 282,478 $ 3,584 $ 624
Golf ....................................... 19,185 18,656 682 149
Other income ............................... 15,796 7,150 1,275 679
------------ ------------ ------------ ------------
406,792 308,284 5,541 1,452
------------ ------------ ------------ ------------
EXPENSES
Depreciation ............................... 151,449 143,931 54,604 49,342
Interest - long term ....................... 84,831 86,969 27,940 28,983
Interest - short term ...................... 1,437 2,437 456 346
Maintenance and supplies ................... 35,057 30,542 6,408 3,107
Marketing .................................. 36,560 37,191 2,809 7,455
Miscellaneous .............................. 24,718 19,106 9,670 6,363
Office and occupancy costs ................. 39,181 35,130 8,754 10,829
Professional and consulting fees ........... 1,278,651 15,934 1,260,278 3,870
Rent ....................................... 43,621 40,212 15,808 13,787
Salaries and wages ......................... 154,041 156,402 29,408 33,578
Property taxes ............................. 59,556 46,326 22,214 15,743
Utilities .................................. 65,960 45,982 5,729 2,570
------------ ------------ ------------ ------------
1,975,062 660,162 1,444,078 175,973
------------ ------------ ------------ ------------
Net loss ................................... (1,568,270) (351,878) (1,438,537) (174,521)
============ ============ ============ ============
Net loss per share, basic and diluted ...... $ (0.100) $ (0.022) $ (0.090) $ (0.010)
============ ============ ============ ============
Common shares outstanding, basic and diluted 16,141,606 16,000,000 16,421,739 16,000,000
============ ============ ============ ============
See accompanying notes to the condensed consolidated interim financial statements.
</TABLE>
4
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<TABLE>
SPORTING MAGIC INC.
(FORMERLY ADVANCED KNOWLEDGE INC.)
CONDENSED CONSOLIDATED INTERIM BALANCE SHEET
(Expressed in US Dollars)
AS AT JULY 31, 2000
(UNAUDITED)
<CAPTION>
July 31, 2000 October 31, 1999
--------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current
Cash ..................................... $ 2,664 $ 33,024
Accounts receivable
Trade ................................. 2,186 35,564
GST ................................... 5,148 6,119
Employee advances ..................... 8,914 5,813
Prepaid expenses ......................... 24,689 24,510
----------- -----------
43,601 105,030
----------- -----------
Fixed assets
Site development costs ................... 225,060 227,415
Dome installation & equipment ............ 295,673 298,767
Dome structure ........................... 595,549 601,780
Modular buildings ........................ 317,856 321,182
FieldTurf ................................ 216,686 218,953
Boards, netting and equipment ............ 242,958 244,046
----------- -----------
1,893,782 1,912,143
Less: Accumulated depreciation ........... (500,304) (354,389)
----------- -----------
1,393,478 1,557,754
----------- -----------
1,437,079 1,662,784
=========== ===========
LIABILITIES
Current
Bank indebtedness ........................
Trade payables ........................... 449,983 348,587
Source deductions ........................ 1,429 6,832
Deferred revenue ......................... 2,486 163,925
Current portion of long term debt ........ 149,555 149,106
----------- -----------
603,453 668,450
----------- -----------
Long term
Bank loan ................................ 131,448 181,743
Lease obligations ........................ 535,602 595,773
Advances from shareholders ............... 2,129,881 1,768,791
----------- -----------
2,796,931 2,546,307
----------- -----------
3,400,384 3,214,757
----------- -----------
SHAREHOLDERS' DEFICIENCY
Capital stock .............................. 16,800 460
Contributed surplus ........................ 1,135,844
Cumulative translation adjustment .......... 18,672 (1,622)
Deficit .................................... (3,134,621) (1,550,811)
----------- -----------
(1,963,305) (1,551,973)
----------- -----------
$ 1,437,079 $ 1,662,784
=========== ===========
See accompanying notes to the condensed consolidated interim financial
statements.
</TABLE>
5
<PAGE>
<TABLE>
SPORTING MAGIC INC.
(FORMERLY ADVANCED KNOWLEDGE INC.)
CONDENSED CONSOLIDATED INTERIM STATEMENT OF SHAREHOLDERS' DEFICIENCY
--------------------------------------------------------------------
(Expressed in US Dollars)
FOR THE NINE MONTHS ENDED JULY 31, 2000
(UNAUDITED)
<CAPTION>
Common Stock
--------------------- Contributed Accumulated Translation Total Adjusted
Shares Amount Surplus Deficit Adjustment Deficiency Loss
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
October 30, 1997 600 $ 426 $ (151,071) $ 3,885 $ (146,760)
Stock split (18,300:1,
January 1998) 10,979,400
Foreign currency
translation adjustment 56,766 56,766 $ 56,766
Net loss 1998 (859,517) (859,517) (859,517)
------------
Total adjusted loss (802,751)
------------------------------------------------------------------------------------ ============
October 31, 1998 10,980,000 426 (1,010,588) 60,651 (949,511)
Issue of shares for
cash, October 1999 890,270 34 34
Foreign currency
translation adjustment (62,273) (62,273) (62,273)
Net loss 1999 (540,223) (540,223) (540,223)
------------
Total adjusted loss (602,496)
------------------------------------------------------------------------------------ ============
October 31, 1999 11,870,270 460 (1,550,811) (1,622) (1,551,973)
Issue of stock in connection
with recapitalization 4,129,730 15,540 (15,540)
Issue of stock for services 800,000 800 $1,224,400 1,225,200
Professional fees relating
to issue of stock (88,556) (88,556)
Foreign currency
translation adjustment 20,294 20,294 20,294
Net loss July 2000 (1,568,270) (1,568,270) (1,568,270)
------------
Total adjusted loss $(1,547,976)
------------------------------------------------------------------------------------ ============
July 31, 2000 16,800,000 $16,800 $1,135,844 $(3,134,621) $ 18,672 $(1,963,305)
====================================================================================
See accompanying notes to the condensed consolidated interim financial statements.
</TABLE>
6
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<TABLE>
SPORTING MAGIC INC.
(FORMERLY ADVANCED KNOWLEDGE INC.)
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
------------------------------------------------------
(Expressed in US Dollars)
FOR THE NINE MONTHS ENDED JULY 31, 2000
(UNAUDITED)
<CAPTION>
NINE MONTHS ENDED JULY 31, 2000 1999
--------------------------------------------------------------------------------
<S> <C> <C>
Cash and cash equivalents derived from (applied to)
OPERATING
Net loss .................................... $(1,568,270) $ (351,878)
Services for stock .......................... 1,225,200
Depreciation ................................ 151,449 143,931
----------- -----------
(191,621) (207,947)
Change in non-cash operating working capital:
Receivables .......................... 31,248 17,819
Prepaids ............................. (179) (6,051)
Payables and accruals ................ 95,993 68,750
Deferred revenue ..................... (161,439) (102,533)
----------- -----------
(225,998) (229,962)
----------- -----------
FINANCING
Bank financing .............................. (5,963)
Advances from shareholders .................. 361,090 444,350
Long term debt .............................. (110,017) (74,797)
Stock issue costs ........................... (88,556)
----------- -----------
162,517 363,590
----------- -----------
INVESTING
Purchase of capital assets .................. (1,457) (41,052)
----------- -----------
Foreign currency effect on cash ................ 34,578 (60,950)
----------- -----------
Net increase in cash and cash equivalents ........ (30,360) 31,626
Cash and cash equivalents, beginning of period ... 33,024
----------- -----------
Cash and cash equivalents, end of period ......... $ 2,664 $ 31,626
=========== ===========
See accompanying notes to the condensed consolidated interim financial
statements.
</TABLE>
7
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SPORTING MAGIC INC.
(FORMERLY ADVANCED KNOWLEDGE INC.)
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
----------------------------------------------------------------
(Expressed in US Dollars)
JULY 31, 2000
(UNAUDITED)
1. General
The unaudited condensed consolidated interim financial statements have been
prepared on the same basis as the audited consolidated financial statements and,
in the opinion of management, reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation for each of the periods
presented. The results of operation for interim periods are not necessarily
indicative of results to be achieved for full fiscal years. As contemplated by
the Securities and Exchange Commission (SEC) under Rule 10-1 of Regulation S-X,
the accompanying consolidated financial statements have been condensed and do
not contain certain information that will be included in the Company's annual
consolidated financial statements and footnotes thereto. For further
information, refer to the pro forma financial statements filed under form 8K
filed on April 4, 2000 and to the consolidated financial statements and related
footnotes for the year ended October 31, 1999 included in the form 8K/A filed on
June 5, 2000.
2. Basis of Presentation
Recapitalization
On March 20, 2000, the Company purchased all of the outstanding shares of Soccer
Magic Inc. through an exchange of 0.84244082 of its shares for each share of
Soccer Magic Inc. (the "Acquisition"). As a result of the Acquisition, the
shareholders of Soccer Magic Inc. owned approximately 63% of the outstanding
shares of the Company and, accordingly, the purchase of Soccer Magic Inc. by the
Company is accounted for as a reverse takeover transaction under generally
accepted accounting principles.
Under generally accepted accounting principles, the Acquisition is considered to
be a capital transaction in substance, rather than a business combination. That
is, the Acquisition is equivalent to the issuance of stock by Soccer Magic Inc.
for the net monetary assets of the Company, accompanied by a recapitalization,
and is accounted for as a change in capital structure. Accordingly, the
accounting for the Acquisition is identical to that resulting from a reverse
acquisition, except that no goodwill is recorded. Under reverse takeover
accounting, the post reverse-acquisition comparative historical financial
statements of the "legal acquirer" (the Company), are those of the "legal
acquiree" (Soccer Magic Inc.) (i.e. the accounting acquirer).
Accordingly, the condensed consolidated financial statements of the Company as
at July 31, 2000, are the historical financial statements of Soccer Magic Inc.
for the same period adjusted for the following transactions contained in the
Share Exchange Agreement executed at the consummation of the Acquisition. The
basic structure and terms of the Acquisition, together with the applicable
accounting effects, is as follows:
8
<PAGE>
i. The Company acquired all of the outstanding shares of Common stock of
Soccer Magic Inc. from various shareholders in exchange for 10,000,000
shares of newly issued Common stock of the Company. The Common stock
exchange, in addition to the Company's existing shares outstanding,
collectively resulted in the recapitalization of the Company.
ii. The consolidated financial statements of the combined entity are issued
under the name of the legal parent, Sporting Magic Inc.(formerly Advanced
Knowledge, Inc), but are considered a continuation of the financial
statements of the legal subsidiary, Soccer Magic Inc.;
iii. As Soccer Magic Inc. is deemed to be the acquirer for accounting purposes,
its assets and liabilities are included in the consolidated financial
statements at their historical carrying values; and,
iv. Any comparative numbers are those of Soccer Magic Inc.
3. Summary of Significant Accounting Policies
These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States.
Foreign currency translation
The functional currency of the Company is the Canadian dollar. The financial
statements are presented in U.S. dollars using the principles set out in
Statement of Financial Accounting Standards No. 52 "Foreign Currency
Translation" (SFAS No. 52). Assets and liabilities are translated at the rate of
exchange in effect at the close of the period. Revenues and expenses are
translated at the weighted average of exchange rates in effect during the
period. The effects of exchange rate fluctuations on translating foreign
currency assets and liabilities into U.S. dollars are included as part of the
accumulated other comprehensive loss component of shareholders' equity. Diluted
earnings per share takes into account the potential dilution that could occur if
securities or other contracts to issue common stock were exercised and converted
into common stock.
Income taxes
Income taxes for the interim period were computed using the effective tax rate
estimated to be applicable for the full fiscal year, which is subject to on
going review and evaluation by management.
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
PLAN OF OPERATION
We are now at the early stages of preparing for our next playing
seasons in London and Kingston, which will start in October in both locations.
First indications are that activity at these two locations will
continue to grow. We are receiving many inquiries from new customers and some
commitments from leagues that had previously been playing in gyms and old
arenas.
We anticipate that our growing revenues, along with plans for the
securing of additional private financing, should satisfy our cash requirements
over the next year. However, there can be no assurance that we will be
successful in raising capital through the sale of equity or debt.
We continue to actively seek to expand our operations. In that respect,
on August 3, 2000 we announced that we had entered into a letter of intent to
acquire 100% of both The Soccer Post International Franchise Corporation and
Soccer Locker, Inc. These are the are the largest chain of soccer specialty
stores in the United States with 26 franchised and three corporate owned
locations in the United States. Combined, they had revenue in 1999 in excess of
US$13,500,000.
Negotiations with respect to this acquisition and arrangements
financing for the combined companies are being actively pursued at this time.
However, there can be on assurance that we will be able to secure or arrange the
financing necessary to purchase the combined companies.
Pursuant to consulting agreements for investor relations consulting
services signed in the quarter ended April 30, 2000, 400,000 common shares were
issued from treasury on May 15, 2000 and a further 400,000 on July 11, 2000. A
further 800,000 will be issued under the terms of this agreement before November
1, 2000.
Our acquisition of Soccer Magic Inc. on March 20, 2000 was subject to
automatic rescission and unwinding on June 30, 2000 unless, prior to that date,
our new management completed a private placement raising gross proceeds of at
least $2.7 million and remained current in our filing obligations with the SEC.
Before the end of June arrangements were negotiated with our previous management
and the escrow agent for an extension of the rescission date to September 29,
2000.
10
<PAGE>
RESULTS OF OPERATIONS
Quarter and nine months ended July 31, 2000 compared with the quarter and nine
months ended July 31, 1999
Operations during the quarter ended July 31, 2000 resulted in a net
loss of $1,438,537 compared with a net loss of $174,521 for the quarter ended
July 31, 1999. For the nine months ended July 31, 2000, the net loss was
$1,568,270 compared with $351,878 for the previous nine month period. The
increase in the loss in both cases is principally attributable to an increase in
consulting fees for investor relations services, paid for by the issue of
800,000 shares during the quarter ended July 31, 2000.
Revenue for the nine months ended July 31, 2000 increased 32% to
$406,792 from $308,284 for the nine months ended July 31, 1999. The change is
mainly attributable to increases in league, tournament and field rental activity
resulting from improving team enrollments for the 1999-2000 playing season.
Revenue during the quarter ended July 31, 2000 increased 282% to $5,541 from
$1,452 for the quarter ended July 31, 1999.
Expenses for the quarter ended July 31, 2000 increased to $1,444,078
from expenses of $175,973 for the quarter ended July 31, 1999. Of this
$1,268,105 increase, $1,256,408 is attributable to increased professional and
consulting fees as described above. A further $6,471 and $3,159 are the result
of higher property tax assessments and utility costs associated with increasing
energy prices respectively. For the nine months ended July 31, 2000 expenses
were $1,975,062, while expenses for the previous year comparable period were
$660,162. Again, the increase in expenses is mainly attributable to higher
professional and consulting fees ($1,262,717) and property taxes ($13,230) and
utility costs ($19,978).
Our operations are highly seasonal in nature. We do not expect to
receive any significant revenues until the winter league play season begins
again in October 2000. As our expenses are largely fixed in nature, we will
typically incur operating losses in the third and fourth quarters of each year.
Conversely, we will have our best operating results in any year in the first and
second quarters. One of the objectives of our planned growth strategy will be to
acquire or build locations that will balance our operating results over the
whole year.
11
<PAGE>
CAPITAL EXPENDITURES
We have no material commitments for capital expenditures. Finances
permitting, alterations are planned for the London facility, to be completed
before October 2000, to remove boards from the perimeter of one field to offer
play on an open indoor field as well as the operation of an indoor golf driving
range.
Any capital expenditure commitments arising out of future acquisitions
will be funded from the additional private financing we are currently seeking.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Sporting Magic Inc. and its subsidiaries are not parties to any
material legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
As previously reported, on March 20, 2000 we purchased all of the
outstanding shares of Soccer Magic Inc. from its 11 shareholders in exchange for
a total of 10,000,000 newly issued shares of our common stock. We issued our
common stock without registration in reliance on the Section 4(2) private
placement exemption. Accordingly, these shares of common stock bear a
restriction on transfer legends and may only be resold in compliance with Rule
144.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended July 31, 2000, we did not submit any matters
to a vote of our security holders. However, as previously reported, in May 2000,
we requested the written consent of our stockholders, without the holding of a
meeting, to a change in our corporate name from "Advanced Knowledge, Inc." to
"Sporting Magic Inc." The change was approved on June 1, 2000 and became
effective on June 12, 2000. Of the 16,000,000 shares of common stock then
outstanding, 13,441,351, or 84%, were voted in favor of the name change.
12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K(A)
EXHIBITS The following documents are included or incorporated by reference as
exhibits to this report:
EXHIBIT
NO. DOCUMENT DESCRIPTION
------- -------------------------------------------------------------------
(2) PLAN OF PURCHASE, SALE, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR
-------------------------------------------------------------------
SUCCESSION
----------
2.1 Form of Acquisition Agreement by and between the registrant and
Soccer Magic dated as of December 14, 1999(1) 2.2 Escrow
Agreement dated as of March 16, 2000 by and among the registrant,
Soccer Magic and Jack L. Chegwidden, a professional corporation,
as escrow agent(2)
The following attachment to the Escrow Agreement will be provided
to the Commission upon request:
ATTACHMENT DESCRIPTION
Schedule A Addresses of SMI Shareholders
2.3 Asset Sale Agreement dated as of March 16, 2000 by and among the
registrant, Becor Internet Inc. and Buddy Young and ratified and
approved by Soccer Magic(2)
The following attachments to the Asset Sale Agreement will be
provided to the Commission upon request:
ATTACHMENT DESCRIPTION
Exhibit A Schedule of Trademarks, Patents and Copyrights
Exhibit B Schedule of Personal Property
Exhibit C Schedule of Equipment Leases
Exhibit D Schedule of Contracts, Accounts Receivable and
Inventory
Exhibit E Schedule of Other Events
Exhibit F Schedule of Assumed Liabilities
13
<PAGE>
2.4 Form of Purchase and Sale Agreement dated as of December 1999 by
and between the registrant and each of the former shareholders of
Soccer Magic(2)
2.5 Representation Letter from Buddy Young to Soccer Magic and its
former shareholders(2)
2.6 Amendment Agreement dated as of February 14, 2000 by and among
the registrant; Soccer Magic; Becor Internet Inc.; Jack L.
Chegwidden, a professional corporation, as escrow agent; officers
of the registrant; officers of Soccer Magic; and Buddy Young,
Manny Gross, Myron Grunberg and Brian Rattenbury, as
individuals(2)
(3) ARTICLES OF INCORPORATION AND BY-LAWS
-------------------------------------
3.1 Certificate of Incorporation(3)
3.2 Certificate of Amendment dated March 11, 1987(4)
3.3 Certificate of Amendment dated September 18, 1990(4)
3.4 Certificate of Amendment dated August 5, 1998(3)
3.5 Certificate of Merger(3)
3.6 By-laws(3)
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
---------------------------------------------------
4.1 Facsimile of specimen common stock certificate(4)
(27) FINANCIAL DATA SCHEDULE
-----------------------
27.1 Financial Data Schedule.
----------------------------
(1) Previously filed as an exhibit to the registrant's report on Form 10-QSB
for the quarter ended November 30, 1999, which was filed on December 12,
1999, and incorporated herein by reference.
14
<PAGE>
(2) Previously filed as an exhibit to the registrant's current report on Form
8-K, which was filed on April 4, 2000, and incorporated herein by
reference.
(3) Previously filed as an exhibit to the registrant's registration statement
on Form 10-SB, which was filed on January 7, 1999, and incorporated herein
by reference.
(4) Previously filed as an exhibit to the registrant's annual report on Form
10-KSB, which was filed on October 21, 1999, and incorporated herein by
reference.
(B) REPORTS ON FORM 8-K
We filed a Form 8-K on April 4, 2000 to report the Item 2 reverse
acquisition of Soccer Magic Inc. on March 20, 2000. The report included pro
forma financial information. As permitted, on June 5, 2000 we filed Soccer
Magic's historical financial statements by amendment on Form 8-K/A.
We filed a Form 8-K on July 7, 2000 to report that we did not complete a
private placement of our common stock raising at least $2.7 million (the
"Private Placement") before 5:00 PM on June 30, 2000 as provided in the December
14, 1999 Acquisition Agreement (Exhibit 2.1 above) and that prior to June 30,
2000, we entered into a waiver agreement which had the effect of extending the
rescission deadline of the Acquisition Agreement until September 29, 2000. A
copy of the Limited Waiver Agreement was filed with that Form 8-K as Exhibit
2.7.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.
SPORTING MAGIC INC.
(Registrant)
Date: September 13, 2000 /S/ MYRON GRUNBERG
----------------------------
Myron Grunberg, President
(Principal Executive Officer)
Date: September 13, 2000 /S/ BRIAN RATTENBURY
------------------------------
Brian Rattenbury, Chief Financial Officer
(Principal Financial and Accounting Officer)
15
