As filed with the Securities and Exchange Commission on July 13, 2001
================================================================================

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


                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                              SPORTING MAGIC, INC.
               (Exact name of issuer as specified in its charter)

           Delaware                                       95-4675095
(State or jurisdiction of                      (IRS Employer Identification No.)
incorporation or organization)


          17337 Ventura Boulevard, Suite 224, Encino, California 91316
                    (Address of Principal Executive Offices)

                      COMPENSATION & CONSULTING AGREEMENTS
                            Dated as of July 6, 2001
                           between the Registrant and
             Buddy Young, L. Stephen Albright and Dennis Spiegelman
                                 (compensation)
                     Mel Powell, Jane Powell, David Wolfson,
                          John Skouras and Jack Kerness
                                  (consultants)
                            (Full title of the plan)

                                   Buddy Young
                       17337 Ventura Boulevard, Suite 224
                            Encino, California 91316
                     (Name and address of agent for service)

                                 (818) 784-0040
          (Telephone Number, including area code, of agent for service)
                                    ---------

                          Copies of Communications to:

                            L. Stephen Albright, Esq.
                       17334 Ventura Boulevard, Suite 224
                                Encino, CA 90067
                             (818) 784-0040, ext 23
                                   ----------
        Approximate date of commencement of proposed sale to the public:
 As soon as practicable after the effective date of this Registration Statement

                                        1

<PAGE>


================================================================================
                       Calculation of Registration Fee
--------------------------------------------------------------------------------
Title of                        Proposed         Proposed
securities     Amount           maximum          maximum            Amount of
to be          to be            offering price   aggregate          registration
registered     registered       per share(1)     offering price(2)  fee
--------------------------------------------------------------------------------

Common Stock   175,000 shares      $0.15           $26,250           $6.56
par value $
--------------------------------------------------------------------------------
     (1) These shares are issuable as compensation  pursuant to compensation and
consulting  agreements dated as of July 6, 2001,  between the Registrant and the
seven (7) individuals.  Solely for purpose of calculating the registration  fee,
the offering  price and the amount of the fee for these shares were  computed in
accordance  with Rule 457(h)(1) and Rule 457(c),  based upon the average bid and
asked prices for the shares of the Registrant's common stock on July 10, 2001.









                                        2

<PAGE>



                                     PART I

     INFORMATION   REQUIRED  IN  THE  SECTION  10a)   PROSPECTUS  The  documents
containing  the  information  specified  in Part I of Form S-8 need not be filed
with the Securities and Exchange Commission (the  "Commission")either as part of
this  registration  statement  or  as  prospectuses  or  prospectus  supplements
pursuant  to Rule  424  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act"), but will be delivered as required by Rule  428(b)(1)under the
Securities Act.

                                     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this registration
statement:

     (a) The registrant's annual report on Form 10-KSB for the year ended August
31, 2000,  as filed on November 20, 2000 (the  "Annual  Report"),  as amended on
Form 10-KSB/A dated November 29, 2000 and filed November 29, 2000.

     (b) The registrant's  quarterly report on Form 10-QSB for the quarter ended
May 31, 2001, as filed on July 11, 2001.

     (c) The  registrant's  disclosure/information/proxy  statement  on Schedule
14A, as filed on May 30, 2001.

     (d) Part I, Item 8, of  Amendment  No. 3 to the  registrant's  registration
statement on Form 10-SB, as filed on April 14, 1999, describing the registrant's
class of common stock which is  registered  under  Section 12 of the  Securities
Exchange Act of 1934 (the "Exchange Act").

     In addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain  legal matters in  connection  with the issuance of the  securities
offered  hereby will be passed upon for the  registrant by L. Stephen  Albright,
attorney at law,  Encino (Los  Angeles),  California.  The financial  statements
incorporated in Item 3 of this registration statement by reference to the Annual
Report have been so incorporated in reliance on the report of Farber & Hass LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.



                                        3

<PAGE>



ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
a corporation may indemnify any director or officer against expenses  (including
attorneys' fees), judgments,  fines and settlements arising in connection with a
legal proceeding (other than an action by or in the right of the corporation) to
which  such a person  is a party,  if the  person  acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe  his  conduct  was  unlawful.  Unless the person is
successful  upon the  merits in such an action,  indemnification  may be awarded
only  after a  determination  is made by  independent  decision  of the Board of
Directors or a committee of the Board,  by independent  legal  counsel,  or by a
vote of the stockholders that the applicable  standard of conduct was met by the
person to be  indemnified.  The  circumstances  under which  indemnification  is
granted in connection  with an action brought by or on behalf of the corporation
are generally the same as those set forth above;  however,  with respect to such
actions,  indemnification  is granted only with respect to expenses actually and
reasonably  incurred in connection with the defense or settlement of the action.
In such actions,  the person to be indemnified must have acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation,  except that no indemnification  shall be made in respect of
any  matter  as to which  the  person is  adjudged  to have  been  liable to the
corporation, unless and to the extent that a court determines that the person is
fairly and  reasonably  entitled to  indemnification.  Section 145 also provides
that indemnification pursuant to its provisions shall not be deemed exclusive of
any other rights to which a person seeking indemnification may be entitled under
any  bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise. Section 102(b)(7) of the DGCL provides that a corporation may include
in its  certificate  of  incorporation  a provision  eliminating or limiting the
personal  liability of a director to the  corporation  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  provided that such
provision shall not eliminate or limit the liability of a director:  (i) For any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law;  (iii) under Section 174 of the DGCL;
or (iv) for any transaction from which the director derived an improper personal
benefit.  Article  Eighth  of  the  registrant's  certificate  of  incorporation
provides that the registrant  shall, to the full extent permitted by Section 145
of the DGCL,  as the same may be  amended  and  supplemented  from time to time,
indemnify all persons whom it may indemnify pursuant thereto.  Article Eighth of
the certificate of  incorporation  also provides that the personal  liability of
the  registrant's  directors is  eliminated to the fullest  extent  permitted by
Section  102(b)(7) of the DGCL, as the same may be amended and supplemented from
time to time.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The following  documents are filed or  incorporated by reference as part of
this Registration Statement:

4.1  Facsimile of specimen common stock certificate(1)

4.2  Certificate of Incorporation(2)



                                        4

<PAGE>



4.3      Certificate of Amendment dated March 11, 1987(1)

4.4      Certificate of Amendment dated September 18, 1990(1)

4.5      Certificate of Amendment dated August 5, 1998(2)

4.6      Certificate of Merger(2)

4.7      By-laws(2)

4.8      Certificate of Amendment dated June 2, 2000 (name change)

4.9      Certificate of Amendment dated June 25, 2001 (reverse stock split)

4.10     Form of  Compensation  Agreement by and between the registrant and each
         of L. Stephen  Albright  (as to 50,000  shares  registered  hereunder),
         Buddy  Young (as to 50,000  shares  registered  hereunder)  and  Dennis
         Spiegelman (as to 5,000 shares registered hereunder).

4.11     Form of Consulting  Agreement by and between the registrant and each of
         Mel Powell (as to 5,000 shares registered  hereunder),  Jane Powell (as
         to 5,000 shares registered hereunder), John Skouras (as to 5,000 shares
         registered  hereunder) and Jack Kerness (as to 5,000 shares  registered
         hereunder) and David Wolfson (as to 50,000 shares registered hereunder)

5.1 Opinion of L. Stephen Albright

23.1 Consent of Farber & Hass LLP

23.2 Consent of L. Stephen Albright (included in Exhibit 5.1)

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

(1) Previously  filed as an exhibit to the  registrant's  annual report on  Form
10-KSB  for the year ended  August  31,  1999,  as filed on  October  21,  1999.
However, on June 2, 2000, registrant changed its name to "Sporting Magic, Inc.".
Registrant  continues to use the stock  certificates  which bear its former name
"Advanced Knowledge,  Inc." but with the new name stamped on the certificate.  A
specimen of which is attached.

(2) Previously filed as an exhibit to the registrant's registration statement on
Form 10-SB, as filed on January 7, 1999, and incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

     (a) (1) To file,  during any period in which it offers or sells securities,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
             the Securities Act;



                                        5

<PAGE>



                  (ii) To reflect in the  prospectus  any facts or events which,
         individually  or  together,  represent  a  fundamental  change  in  the
         information  in  the  registration   statement.   Notwithstanding   the
         foregoing, any increase or decrease in volume of securities offered (if
         the total  dollar  value of  securities  offered  would not exceed that
         which was registered) and any deviation from the low or high end of the
         estimated  maximum  offering  range  may be  reflected  in the  form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in the
         aggregate, the changes in the volume and price represent no more than a
         20% change in the  maximum  aggregate  offering  price set forth in the
         "Calculation of Registration  Fee" table in the effective  registration
         statement.

                  (iii)To include any additional or changed material information
         on the plan of distribution.

                  PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and  (a)(1)(ii)
do not apply if the  registration  statement is on Form S-3 or Form S-8, and the
information  required  in a  post-effective  amendment  by those  paragraphs  is
incorporated  by reference from periodic  reports filed by the registrant  under
the Exchange Act.

                  (2) For  determining  liability  under the Securities  Act, to
treat each  post-effective  amendment  as a new  registration  statement  of the
securities  offered,  and the offering of the  securities at that time to be the
initial bonafide offering thereof.

                  (3)  To  file  a  post-effective   amendment  to  remove  from
registration  any  of the  securities  that  remain  unsold  at  the  end of the
offering.  (e) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.



                                        6

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  there  unto duly
authorized, in the City of Los Angeles (Encino), County of Los Angeles, State of
California, on the 13th day of July, 2001.

                                       SPORTING MAGIC, INC.

                                       By:    /s/ Buddy Young
                                           ---------------------
                                       Buddy Young President and Chief Executive
                                       Officer






     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

  Signature                          Title                         Date
  ---------                          -----                         ----

/s/ Buddy Young             President, Chief Executive             July 13, 2001
----------------------      Officer, Chief Financial Officer
                            and Director (Principal Executive,
                            Financial and Accounting Officer

/s/ L Stephen Albright      Director                               July 13, 2001
----------------------

/s/ Dennis Spiegelman       Director                               July 13, 2001
----------------------







                                        7
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{"company-data": {"conformed-name": "SPORTING MAGIC INC", "cik": "0001071991", "assigned-sic": "7200", "irs-number": "954675095", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65074", "film-number": "1680768"}, "business-address": {"street1": "17337 VENTURA BLVD", "street2": "SUITE 224", "city": "ENCINO", "state": "CA", "zip": "91316", "phone": "8187840040"}, "mail-address": {"street1": "17337 VENTURA BLVD", "street2": "SUITE 224", "city": "ENCINO", "state": "CA", "zip": "91316"}, "former-company": {"former-conformed-name": "ADVANCED KNOWLEDGE INC", "date-changed": "19981013"}}
As filed with the Securities and Exchange Commission on July 13, 2001
================================================================================

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              SPORTING MAGIC, INC.
               (Exact name of issuer as specified in its charter)

           Delaware                                       95-4675095
(State or jurisdiction of                      (IRS Employer Identification No.)
incorporation or organization)

          17337 Ventura Boulevard, Suite 224, Encino, California 91316
                    (Address of Principal Executive Offices)

                      COMPENSATION & CONSULTING AGREEMENTS
                            Dated as of July 6, 2001
                           between the Registrant and
             Buddy Young, L. Stephen Albright and Dennis Spiegelman
                                 (compensation)
                     Mel Powell, Jane Powell, David Wolfson,
                          John Skouras and Jack Kerness
                                  (consultants)
                            (Full title of the plan)

                                   Buddy Young
                       17337 Ventura Boulevard, Suite 224
                            Encino, California 91316
                     (Name and address of agent for service)

                                 (818) 784-0040
          (Telephone Number, including area code, of agent for service)
                                    ---------

                          Copies of Communications to:

                            L. Stephen Albright, Esq.
                       17334 Ventura Boulevard, Suite 224
                                Encino, CA 90067
                             (818) 784-0040, ext 23
                                   ----------
        Approximate date of commencement of proposed sale to the public:
 As soon as practicable after the effective date of this Registration Statement

                                        1
================================================================================
                       Calculation of Registration Fee
--------------------------------------------------------------------------------
Title of                        Proposed         Proposed
securities     Amount           maximum          maximum            Amount of
to be          to be            offering price   aggregate          registration
registered     registered       per share(1)     offering price(2)  fee
--------------------------------------------------------------------------------

Common Stock   175,000 shares      $0.15           $26,250           $6.56
par value $
--------------------------------------------------------------------------------
     (1) These shares are issuable as compensation  pursuant to compensation and
consulting  agreements dated as of July 6, 2001,  between the Registrant and the
seven (7) individuals.  Solely for purpose of calculating the registration  fee,
the offering  price and the amount of the fee for these shares were  computed in
accordance  with Rule 457(h)(1) and Rule 457(c),  based upon the average bid and
asked prices for the shares of the Registrant's common stock on July 10, 2001.

                                        2
PART I

     INFORMATION   REQUIRED  IN  THE  SECTION  10a)   PROSPECTUS  The  documents
containing  the  information  specified  in Part I of Form S-8 need not be filed
with the Securities and Exchange Commission (the  "Commission")either as part of
this  registration  statement  or  as  prospectuses  or  prospectus  supplements
pursuant  to Rule  424  under  the  Securities  Act of  1933,  as  amended  (the
"Securities Act"), but will be delivered as required by Rule  428(b)(1)under the
Securities Act.

                                     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents are incorporated by reference in this registration
statement:

     (a) The registrant's annual report on Form 10-KSB for the year ended August
31, 2000,  as filed on November 20, 2000 (the  "Annual  Report"),  as amended on
Form 10-KSB/A dated November 29, 2000 and filed November 29, 2000.

     (b) The registrant's  quarterly report on Form 10-QSB for the quarter ended
May 31, 2001, as filed on July 11, 2001.

     (c) The  registrant's  disclosure/information/proxy  statement  on Schedule
14A, as filed on May 30, 2001.

     (d) Part I, Item 8, of  Amendment  No. 3 to the  registrant's  registration
statement on Form 10-SB, as filed on April 14, 1999, describing the registrant's
class of common stock which is  registered  under  Section 12 of the  Securities
Exchange Act of 1934 (the "Exchange Act").

     In addition, all documents subsequently filed by the registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be  incorporated by reference in this  registration  statement and to be part
hereof from the date of filing of such documents

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Certain  legal matters in  connection  with the issuance of the  securities
offered  hereby will be passed upon for the  registrant by L. Stephen  Albright,
attorney at law,  Encino (Los  Angeles),  California.  The financial  statements
incorporated in Item 3 of this registration statement by reference to the Annual
Report have been so incorporated in reliance on the report of Farber & Hass LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting.

                                        3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General  Corporation Law ("DGCL") provides that
a corporation may indemnify any director or officer against expenses  (including
attorneys' fees), judgments,  fines and settlements arising in connection with a
legal proceeding (other than an action by or in the right of the corporation) to
which  such a person  is a party,  if the  person  acted in good  faith and in a
manner he reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable  cause to believe  his  conduct  was  unlawful.  Unless the person is
successful  upon the  merits in such an action,  indemnification  may be awarded
only  after a  determination  is made by  independent  decision  of the Board of
Directors or a committee of the Board,  by independent  legal  counsel,  or by a
vote of the stockholders that the applicable  standard of conduct was met by the
person to be  indemnified.  The  circumstances  under which  indemnification  is
granted in connection  with an action brought by or on behalf of the corporation
are generally the same as those set forth above;  however,  with respect to such
actions,  indemnification  is granted only with respect to expenses actually and
reasonably  incurred in connection with the defense or settlement of the action.
In such actions,  the person to be indemnified must have acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the corporation,  except that no indemnification  shall be made in respect of
any  matter  as to which  the  person is  adjudged  to have  been  liable to the
corporation, unless and to the extent that a court determines that the person is
fairly and  reasonably  entitled to  indemnification.  Section 145 also provides
that indemnification pursuant to its provisions shall not be deemed exclusive of
any other rights to which a person seeking indemnification may be entitled under
any  bylaw,  agreement,  vote of  stockholders  or  disinterested  directors  or
otherwise. Section 102(b)(7) of the DGCL provides that a corporation may include
in its  certificate  of  incorporation  a provision  eliminating or limiting the
personal  liability of a director to the  corporation  or its  stockholders  for
monetary damages for breach of fiduciary duty as a director,  provided that such
provision shall not eliminate or limit the liability of a director:  (i) For any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law;  (iii) under Section 174 of the DGCL;
or (iv) for any transaction from which the director derived an improper personal
benefit.  Article  Eighth  of  the  registrant's  certificate  of  incorporation
provides that the registrant  shall, to the full extent permitted by Section 145
of the DGCL,  as the same may be  amended  and  supplemented  from time to time,
indemnify all persons whom it may indemnify pursuant thereto.  Article Eighth of
the certificate of  incorporation  also provides that the personal  liability of
the  registrant's  directors is  eliminated to the fullest  extent  permitted by
Section  102(b)(7) of the DGCL, as the same may be amended and supplemented from
time to time.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8. EXHIBITS.

     The following  documents are filed or  incorporated by reference as part of
this Registration Statement:

4.1  Facsimile of specimen common stock certificate(1)

4.2  Certificate of Incorporation(2)

                                        4
4.3      Certificate of Amendment dated March 11, 1987(1)

4.4      Certificate of Amendment dated September 18, 1990(1)

4.5      Certificate of Amendment dated August 5, 1998(2)

4.6      Certificate of Merger(2)

4.7      By-laws(2)

4.8      Certificate of Amendment dated June 2, 2000 (name change)

4.9      Certificate of Amendment dated June 25, 2001 (reverse stock split)

4.10     Form of  Compensation  Agreement by and between the registrant and each
         of L. Stephen  Albright  (as to 50,000  shares  registered  hereunder),
         Buddy  Young (as to 50,000  shares  registered  hereunder)  and  Dennis
         Spiegelman (as to 5,000 shares registered hereunder).

4.11     Form of Consulting  Agreement by and between the registrant and each of
         Mel Powell (as to 5,000 shares registered  hereunder),  Jane Powell (as
         to 5,000 shares registered hereunder), John Skouras (as to 5,000 shares
         registered  hereunder) and Jack Kerness (as to 5,000 shares  registered
         hereunder) and David Wolfson (as to 50,000 shares registered hereunder)

5.1 Opinion of L. Stephen Albright

23.1 Consent of Farber & Hass LLP

23.2 Consent of L. Stephen Albright (included in Exhibit 5.1)

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

(1) Previously  filed as an exhibit to the  registrant's  annual report on  Form
10-KSB  for the year ended  August  31,  1999,  as filed on  October  21,  1999.
However, on June 2, 2000, registrant changed its name to "Sporting Magic, Inc.".
Registrant  continues to use the stock  certificates  which bear its former name
"Advanced Knowledge,  Inc." but with the new name stamped on the certificate.  A
specimen of which is attached.

(2) Previously filed as an exhibit to the registrant's registration statement on
Form 10-SB, as filed on January 7, 1999, and incorporated herein by reference.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

     (a) (1) To file,  during any period in which it offers or sells securities,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
             the Securities Act;

                                        5
(ii) To reflect in the  prospectus  any facts or events which,
         individually  or  together,  represent  a  fundamental  change  in  the
         information  in  the  registration   statement.   Notwithstanding   the
         foregoing, any increase or decrease in volume of securities offered (if
         the total  dollar  value of  securities  offered  would not exceed that
         which was registered) and any deviation from the low or high end of the
         estimated  maximum  offering  range  may be  reflected  in the  form of
         prospectus filed with the Commission pursuant to Rule 424(b) if, in the
         aggregate, the changes in the volume and price represent no more than a
         20% change in the  maximum  aggregate  offering  price set forth in the
         "Calculation of Registration  Fee" table in the effective  registration
         statement.

                  (iii)To include any additional or changed material information
         on the plan of distribution.

                  PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and  (a)(1)(ii)
do not apply if the  registration  statement is on Form S-3 or Form S-8, and the
information  required  in a  post-effective  amendment  by those  paragraphs  is
incorporated  by reference from periodic  reports filed by the registrant  under
the Exchange Act.

                  (2) For  determining  liability  under the Securities  Act, to
treat each  post-effective  amendment  as a new  registration  statement  of the
securities  offered,  and the offering of the  securities at that time to be the
initial bonafide offering thereof.

                  (3)  To  file  a  post-effective   amendment  to  remove  from
registration  any  of the  securities  that  remain  unsold  at  the  end of the
offering.  (e) Insofar as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                        6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  there  unto duly
authorized, in the City of Los Angeles (Encino), County of Los Angeles, State of
California, on the 13th day of July, 2001.

                                       SPORTING MAGIC, INC.

                                       By:    /s/ Buddy Young
                                           ---------------------
                                       Buddy Young President and Chief Executive
                                       Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

  Signature                          Title                         Date
  ---------                          -----                         ----

/s/ Buddy Young             President, Chief Executive             July 13, 2001
----------------------      Officer, Chief Financial Officer
                            and Director (Principal Executive,
                            Financial and Accounting Officer

/s/ L Stephen Albright      Director                               July 13, 2001
----------------------

/s/ Dennis Spiegelman       Director                               July 13, 2001
----------------------

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