U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE  SECURITIES  EXCHANGE ACT OF
     1934

     For the fiscal year ended May 31, 2002

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from ___________ to ___________

                        Commission file number: 333-46690

                           BECOR COMMUNICATIONS, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

            Delaware                                             95-4766094
-------------------------------                              -------------------
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                               Identification No.)

17337 Ventura Boulevard, Suite 224, Encino, California              91316
------------------------------------------------------           ----------
     (Address of principal executive offices)                    (Zip Code)

                                 (818) 784-0040
                             ----------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:  None       Name of each exchange on which
                                                   registered:  None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, par value $.001
                          -----------------------------
                                (Title of class)

     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),  and (2)
has been subject to such filing  requirements for the past 90 days.
Yes [X] No [ ]

     Check if no  disclosure  of  delinquent  filers in  response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

     The issuer had revenues  from  operations  during the fiscal year ended May
31, 2002 of $382,393.

     As of May 31, the issuer had 1,612,900 shares of common stock outstanding.

     Based on the average of the closing  bid and asked  prices of the  issuer's
common stock on August 9, 2002,  the aggregate  market value of the voting stock
held by non-affiliates of the registrant on that date was $64,850.

     Documents incorporated by reference:  None

     Transitional Small Business Disclosure Format (check one):  Yes [ ]  No [X]


<PAGE>


                                    CONTENTS

                                                                            PAGE
PART I

   Item 1.  Description of Business............................................3
   Item 2.  Description of Property...........................................11
   Item 3.  Legal Proceedings.................................................11
   Item 4.  Submission of Matters to a Vote of Security Holders...............11

PART II

   Item 5.  Market for Common Equity and Related Stockholder Matters..........12
   Item 6.  Management's Discussion and Analysis or Plan of Operation.........12
   Item 7.  Financial Statements..............................................15
   Item 8.  Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure........................27

PART III

   Item 9.  Directors, Executive Officers, Promoters and Control
                   Persons; Compliance with Section 16(a) of the
                   Exchange Act...............................................27
   Item 10. Executive Compensation............................................29
   Item 11. Security Ownership of Certain Beneficial Owners and
                   Management.................................................30
   Item 12. Certain Relationships and Related Transactions....................30
   Item 13. Exhibits and Reports on Form 8-K..................................31

SIGNATURES  ..................................................................33



                           FORWARD-LOOKING STATEMENTS

This report contains forward-looking  statements. The forward-looking statements
include  all  statements  that  are  not  statements  of  historical  fact.  The
forward-looking  statements are often identifiable by their use of words such as
"may," "expect,"  "believe,"  "anticipate,"  "intend,"  "could,"  "estimate," or
"continue,"  or the negative or other  variations of those or comparable  terms.
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  6,
"Management's  Discussion  and  Analysis  or Plan  of  Operation"  and  included
elsewhere in this report.


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<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

(a) BUSINESS DEVELOPMENT

     We were  incorporated  in  Delaware  on June 7, 1999 under the name  "Becor
Internet Inc." and changed our name to "Becor  Communications,  Inc." on May 15,
2000. For a discussion of the Company's history see " Company History."

(b) DESCRIPTION OF BUSINESS

     Our core  business  is the  development,  production  and  distribution  of
creatively unique  management and general  workforce  training videos for use by
businesses  throughout the world. Our wholly owned subsidiary Advanced Knowledge
conducts all of the business related to the production and distribution of these
training videos.

Workforce Training Video Production

     We have a production  agreement  with The Hathaway  Group that provides for
the joint  production  of a series of six  corporate  training  videos  based on
either  classic  Hollywood  motion  pictures or  historical  world  events.  The
Hathaway  Group is an award  winning,  leading  supplier of  corporate  training
videos for such clients as IBM, Polaroid,  3M, Digital Equipment Corp., Du Pont,
ITT/Hartford Insurance and various divisions of Citicorp.  Among the many videos
produced by The  Hathaway  Group is the best  selling and  critically  acclaimed
training video entitled Work Teams and The Wizard of Oz.

     To date,  four of the six  training  videos  have been  completed,  and are
currently being distributed by us, as well as other distributors  throughout the
world.  The agreement  requires us to finance 50% of the production  cost of all
six videos and to pay a royalty to The Hathaway Group of 50% of revenues,  minus
distribution expenses, derived from sales of each video in the series.

     The total cost of  production  for the first four videos that have thus far
been completed under this agreement is approximately  $200,000. Each of the four
videos  cost  approximately  $50,000.  We  have  paid a total  of  approximately
$100,000, as our share of the production costs.

     The first  video in the series is  entitled  Twelve  Angry Men:  Teams That
Don't Quit. The video, based on the classic film starring Henry Fonda,  utilizes
12 minutes of clips from the film,  licensed under an agreement with MGM/UA, and
features Dr. Margaret J. Wheatley as the on-camera  personality.  Dr.  Wheatley,
formerly  an  Associate  Professor  of  Management  at the  Marriott  School  of
Management,  Brigham Young University, is a respected author whose work includes
the best selling Leadership and the New Sciences.  Dr. Wheatley also serves as a
management consultant to major corporations.


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<PAGE>


     The second video in the series is entitled The Cuban Missile Crisis: A Case
Study  in  Decision  Making  and Its  Consequences.  This  video is based on the
decision  making  process of President  Kennedy and his Cabinet during the Cuban
missile crisis.

     The third video in the series,  entitled  It's a  Wonderful  Life:  Leading
Through  Service,  features  film clips from the classic  motion  picture It's a
Wonderful Life, starring Jimmy Stewart,  along with on-camera  commentary by Dr.
Wheatley.

     The fourth  video in the series is entitled  Own It (i.e.,  "own" your job)
and focuses on the four main  themes:  Caring About What You Do, Going Above And
Beyond, Being A Team Player, and Being Proud Of What You Do And Where You Do It.

     We anticipate  beginning work with The Hathaway Group on the fifth video in
the  series  during  the third  quarter  of 2002.  Its basic  theme  will be the
importance  of diversity in the  workplace.  Our plans call for this video to be
completed by December 31, 2002, and to cost approximately $50,000.

     Although preliminary  discussions have taken place with The Hathaway Group,
there is no specific starting date,  budget, or theme for the sixth video in the
series.

     There is no default provision in the agreement.  Either we, or the Hathaway
Group,  can elect not to go forward with the funding for the  production  of the
remaining  two  videos.  If that should  happen,  we do not feel it would have a
material effect on the company, as we will still have the distribution rights to
the videos that have been produced.

     If we are  successful  in  our  efforts  to  raise  substantial  additional
capital,  management will seek to additionally  develop,  produce and distribute
videos  financed  solely by us.  However,  if we are not  successful  in raising
substantial  additional  capital, we will be unable to pursue the production and
distribution of these additional videos.

Distribution of Videos

     We have  non-exclusive  distribution  agreements with a variety of training
video  producers  and  distributors.  In  general,  we  have  agreed  to  pay  a
marketing/distribution  fee when they sell our video training products.  In many
instances,   we   have   mutual   non-exclusive   distribution   agreements   to
market/distribute  their  products for a fee.  Currently,  we have  twenty-eight
domestic  distribution  agreements and twenty-seven  international  distribution
agreements.  Substantially,  all of our  revenues  are  derived  from  sales  of
videotapes through these agreements. We anticipate that substantially all of our
revenues will be generated from these agreements during fiscal 2003.


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<PAGE>


WORKFORCE TRAINING INDUSTRY OVERVIEW

General

     According to the Annual Industry Report published by Lakewood  Publications
in the  October  2001  issue of its  respected  industry  publication,  Training
Magazine:

     o    $56.8  billion  was  spent  for  formal   training  in  2001  by  U.S.
          organizations with 100 or more employees.

     o    $19.3  billion  of that  $56.8  billion  was  expected  to be spent on
          outside providers of products and services in 2001. These products and
          services include  "off-the-shelf"  materials (which category  includes
          our videos and work books).

     o    85% of U.S.  organizations with 100 or more employees were expected to
          spend the same or more for formal training in 2001 than in 2000.

     o    Approximately  95%  of  U.S.  organizations   employing  100  or  more
          employees offered some training to their employees in 2001.

     During the past several years, large and small corporations  throughout the
world have sought to remain  competitive  and to prosper in today's  information
age and  knowledge-orientated  economy by  allocating  an  increasing  amount of
resources to the training of their  employees.  No longer is workforce  training
restricted  to senior  managers.  Among other  categories  of employees  who now
receive training paid for by their employers are middle  managers,  salespeople,
first line supervisors,  production workers,  administrative employees, customer
service representatives, and information technology personnel.

     "Soft-Skill"  training and Information  Technology  training  represent the
industry's two major, distinct sources of revenue.  Soft-Skill training includes
management  skills/development,  supervisory skills,  communication  skills, new
methods  and  procedures,   customer  relations/services,   clerical/secretarial
skills,  personal  growth,  employee/labor  relations,  and  sales.  Information
Technology   training   includes   client/server   systems,    internet/intranet
technologies,  computer  networks,  operating  systems,  databases,  programming
languages,   graphical  user  interfaces,   object-oriented  technology  and  IT
management.

The Soft Skill Training Market

     As  reported in the October  2001 issue of  Training  Magazine,  Soft Skill
training  represents  over  50% of the  monies  spent by U.S.  companies  in the
training of their employees.  Management  believes that the Soft-Skill  training
market is rapidly  expanding  mainly as a result of realization by organizations
throughout the world that in order to remain competitive and manage for success,
they must  continuously  invest in the training of their  employees.  Demand for
quality training products and services is not only stemming from  organizations,
but from millions of workers who are seeking  advanced  training to keep up with
the job skills required by today's more competitive global economy.


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<PAGE>


     As further reported by Training Magazine,  there were over thirty different
specific  Soft-Skill  training  subjects  utilized by  organizations  in 2001 to
increase employee  productivity.  Among the top ten subjects were:  new-employee
orientation,   leadership,   sexual   harassment,   new-equipment   orientation,
performance appraisals, team-building, safety,  problem-solving/decision-making,
train-the-trainer, and product knowledge.

     We have  produced  and are  marketing  training  tapes that  address  three
categories of the top ten  categories  listed in Training  Magazine.  These four
tapes address: leadership;  team-building;  and problem solving/decision-making.
These three categories match the focus of the tapes in our current library.

     Although  many   organizations   continue  to  maintain  in-house  training
departments,  more and more of the training  function is being filled by outside
suppliers and contractors.  Training Magazine reported in its October 2001 issue
that training  delivered by outside sources increased from 69% in 2000 to 72% in
2001.  The  trend for  organizations  to  increasingly  outsource  the  training
function is expected to continue as a result of the broad range of subjects that
must  be  part  of an  effective  employee  training  program  and  the  cost of
developing and maintaining  internal  training  courses in the rapidly  changing
workplace.

The Information Technology Market

     The  Annual  Industry  Report  from the  October,  2001  issue of  Training
Magazine revealed that of all formal training in U.S.  organizations with ten or
more employees,  37% is devoted to teaching computer skills. We believe that the
market  for  Information  Technology  continues  to be driven  by  technological
change. As the rate of this change  accelerates,  organizations  find themselves
increasingly  hampered  in  their  ability  to  take  advantage  of  the  latest
information technologies because their information technology professionals lack
up-to-date  knowledge  and skills.  We believe  that the  increasing  demand for
training  information  technology  professionals  is a  result  of  several  key
factors, including:

     o    the  proliferation of computers and networks  throughout all levels of
          organizations;

     o    the shift from mainframe systems to new client/server technologies;

     o    the  continuous   introduction  and  evolution  of  new  client/server
          hardware and software technologies;

     o    the proliferation of internet and intranet applications; and

     o    corporate downsizing.

     It is our  belief  that  all of the  foregoing  factors  have  resulted  in
increased training requirements for employees who must perform new job functions
or multiple job tasks that require  knowledge of varied  software  applications,
technologies,   business   specific   information  and  other  training  topics.
Furthermore,  since we believe  that many  businesses  use hardware and software
products  provided  by  a  variety  of  vendors,  their  information  technology
professionals


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<PAGE>


require  training on an  increasing  number of products and  technologies  which
apply across vendors, platforms and operating systems.

PRODUCTS AND SERVICES

     Currently,  and for at least the next twelve months, we anticipate devoting
our  limited  resources  to the  development,  production  and  distribution  of
workforce  training  videos.  We will  continue such efforts under our agreement
with The Hathaway Group, and we are also exploring  possibilities  for producing
and  distributing  videos  financed  solely by us. If we are  successful  in our
efforts  to  raise  substantial  additional  capital,  management  will  seek to
develop,  produce and distribute other training  products and services,  such as
publications,  audiocassettes  and  training  packages.  However,  if we are not
successful  in  raising  substantial  additional  capital,  we will be unable to
pursue the development,  production and distribution of these other products and
services.

     Accompanying  each  of the  videos  produced  by us is a  workbook  that is
designed to be given to all  employees  participating  in the training  program.
These  workbooks  are  written  for us by  training  professionals  and serve to
reinforce and enhance the lasting effectiveness of the video. In addition to the
workbook,  we plan to offer an  audiocassette  that gives the  trainee a general
orientation to the training material and serves to reinforce the video's salient
points. We believe that the trainees will significantly benefit by being able to
use the audio  cassette to  strengthen  and review  their  comprehension  of the
information  covered in the video during  periods when it would be impossible to
view a video, such as drive-time.

     Training  videos  typically  have a running  time of 20 to 35 minutes.  The
price range for  training  videos is between  $250 and over $895 per video.  The
wide  variance in the  pricing  structure  is due to such  factors as quality of
production,  on-camera  personality,  source  of  material,   sophistication  of
graphics,  and  accompanying  reference  materials.   The  market  continues  to
demonstrate to us its willingness to purchase  high-end videos.  Therefore,  our
strategy is to concentrate on producing high caliber videos  utilizing  elements
and  production  values that will generate  sales at the higher end of the price
range, where profit margins are greater.

     The price  differential  between a corporate  training video and a standard
consumer  video is justified by the fact that an  organization  will  purchase a
video  and  utilize  it to train  hundreds  of  employees  over  many  years.  A
successful  video may generate  revenues of as much as $1 million a year.  There
are numerous examples of this in the industry, including: "Who Moved My Cheese,"
by CRM  filma,  "Paradigm  Shift," by  Charthouse  Learning;  "Remember  Me" and
"Abilene  Paradox," by CRM Films;  "More Than a Gut Feeling," by American Media;
"The  Guest," by Media  Partners;  and "Subtle  Sexual  Harassment,"  by Quality
Media.

SALES AND MARKETING

     In most cases,  the sale of management  training  products  involves direct
mail solicitation,  preview request fulfillment, and telemarketing. We begin our
sales  effort by  identifying  prospective  buyers and  soliciting  them through
direct mail appeals that offer the  recipient a free


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<PAGE>


preview.  In addition,  we market and distribute our work force training  videos
via our web site at "advancedknowledge.com."

     Preview request fulfillment represents a major part of our sales plan. Most
professional  trainers  will not  purchase  a  training  video  until  they have
previewed it in its  entirety,  affording  them an  opportunity  to evaluate the
video's applicability to their specific objective and to judge its effectiveness
as a training  tool.  When requests are received,  a preview copy is immediately
sent to the  prospective  buyer.  To enhance  sales  potential,  we send preview
copies  in the form of video  catalogues.  Each  video  catalogue  will  include
several  titles  in the  same  general  subject  area,  as the  prospect  may be
interested  in acquiring  other videos that deal with similar  issues.  Within a
short period of time following the shipment of the preview copy, a telemarketing
representative  will call the  prospective  buyer to get their  comments  and to
ascertain their level of interest.  As a result of having to send preview copies
to potential customers,  the sales cycle may take as little as a week or as long
as several months.

     Understanding  that  the  principal  competitive  factors  in the  training
industry  are  quality,  effectiveness,  client  service,  and  price,  we  have
developed a marketing  campaign  that  emphasizes  our  commitment  to these key
points,  and in addition,  serves to establish a positive  image and brand value
for our  products.  We  utilize  the  following  marketing  methods to reach and
motivate buyers of training products and services.

Branding

     The reason  management  has made brand  development  a key  strategy of our
business plan is that a brand is the  intentional  declaration  of "who we are,"
"what we  believe"  and "why you  should  put  your  faith in our  products  and
services." Above all,  corporate branding is a promise a company can keep to its
customers, the trade and its own employees.

     To be effective,  a corporate  brand should be understood by key audiences:
customers,  vendors,  analysts,  the media,  employees and all other groups that
determine the viability of a business.  We anticipate  that our corporate  brand
will  grow  to be  our  most  valuable  business  asset.  Familiarity  leads  to
favorability.  People  who know our  company  are  likely to feel more  positive
toward it than a lesser-known company.

     In order to build brand name recognition, we will strive to ensure that all
corporate,  brand, and trade  advertising  carrying the corporate name and other
company-wide  communications have a demonstrably  positive impact on familiarity
and favorability. In addition, we anticipate strengthening our brand identity by
expanding  the scope of our  products  and services  through  partnerships  with
highly regarded training institutions and professional associations.


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Direct Mail

     We believe the most cost  efficient way of generating  sales is through the
direct mailing of product  catalogues to the purchaser of training  products and
materials  at  organizations  having  100 or more  employees.  This is our prime
target.  According to Dun & Bradstreet,  there are over 135,000 organizations in
the United States with at least 100 people.

     To reach the target buyer, we utilize  mailing lists purchased from,  among
others, the industry's most prestigious trade association,  the American Society
of Training and  Development.  Other sources of mailing  lists  include  various
trade  associations and companies that sell mailing lists,  such as Hugo Dunhill
Mailing Lists, Inc.

     In  addition  to being cost  effective,  direct  mail  represents  the most
accurate way of measuring sales and marketing efforts. Each response received by
us is tracked  through a database  for the  purpose of  determining  the highest
"pulling"  list  and  to  measure  the  effectiveness  of a  specific  marketing
campaign.  In addition,  by evaluating  response rates,  management is also in a
position to determine  what level of direct mail is needed to reach sales goals,
and to alter its product  line in  accordance  with  marketplace  feedback.  Our
intention is to  incorporate  state-of-the-art  design in the  production of our
catalogues that will not only serve to generate sales for specific products, but
will also  help in  building  our brand  value.  This  will be  accomplished  by
highlighting  the quality and  effectiveness  of our  product  line  through the
showcasing of customer endorsements.  We believe that brand values have a strong
tangible effect on the results of any direct mail effort,  and therefore we will
utilize all of our  marketing  materials  to enhance our image as a reliable and
competitive provider of quality training products and services.

Telemarketing

     We  manage  our  telemarketing   efforts  by  utilizing  trained  telephone
representatives  who  focus  primarily  on  following-up  leads  that  have been
generated through direct mail solicitation.  Our telemarketers are provided with
information  on a customer's  buying  history and past needs,  which are entered
into our proprietary database.

     Realizing  that the buyers of training  products  and  services  are highly
educated  executives who have multiple  pressures and needs,  the  telemarketers
that we employ are trained in high-level,  sophisticated selling skills. Using a
step-by-step telemarketing process, developed by us, the representative attempts
to establish a consultative  relationship  with potential  customers.  He or she
then  will be able to use that  relationship  in  conjunction  with  information
provided by our database to help generate additional sales or preview requests.

COMPETITION

     We believe that both the Soft-Skills and Information  Technology sectors of
the  training  market are highly  fragmented,  with low barriers to entry and no
single  competitor  accounting for a dominant market share.  Our competitors are
primarily  the  internal  training  departments  of  companies  and  independent
education and training companies.


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<PAGE>


Internal Training Departments

     We have  learned  that  internal  training  departments  generally  provide
companies  with the most  control  over the  method  and  content  of  training,
enabling  them to tailor the  training  to their  specific  needs.  However,  we
believe that  industry  trends toward  downsizing  and  outsourcing  continue to
reduce the size of internal training  departments and increase the percentage of
training  delivered by external  providers.  Because  internal  trainers find it
increasingly difficult to keep pace with new training concepts and technologies,
and lack the  capacity to meet  demand,  organizations  increasingly  supplement
their internal training resources with externally  supplied training in order to
meet their requirements.

Independent Training Providers

     Our experience has revealed that  independent  training  providers range in
size and include publishers of texts, training manuals and newsletters,  as well
as providers of videos, software packages, training programs and seminars.

     Independent   training   providers  are  the  main   beneficiaries  of  the
organizational  outsourcing  trend.  As a result  of the  increased  demand  for
external  training products and services,  many large  corporations have entered
the  field by  establishing  corporate  training  divisions.  Among  the  larger
competitors  are:  Times Mirror  Corporation,  Sylvan  Learning  Systems,  Inc.,
Berkshire  Hathaway,  and Harcourt  General.  Additional  competitors  currently
producing training products include:  Blanchard  Training & Development,  Career
Track,   American  Media,  Pfeiffer  &  Company,  CRM  Films,  AIMS  Multimedia,
Charthouse International and Learning Works.

     In all cases,  the  companies  listed  above have  established  credibility
within the training  industry,  and compared to us, have  substantially  greater
name  recognition  and  greater  financial,   technical,  sales,  marketing  and
managerial resources.

     The  workforce  training  market  is  characterized  by  significant  price
competition,  and we expect to face increasing  price pressures from competitors
as company training managers demand more value for their training budgets. There
can be no  assurance  that we will be able  to  provide  products  that  compare
favorably  with  workforce  instructor  led  training  techniques,   interactive
training  software or other video programs,  or that competitive  pressures will
not require us to reduce our prices significantly.

COMPANY HISTORY

     We were  incorporated  in  Delaware  on June 7, 1999  under the name  Becor
Internet  Inc.  and  changed our name to Becor  Communications,  Inc. on May 15,
2000.  We were an  inactive  shell  corporation  until March 20,  2000,  when we
purchased from Sporting Magic Inc. (formerly known as Advanced Knowledge,  Inc.)
all of the  assets  relating  to its  business  of  producing  and  distributing
workforce training videos. Sporting Magic sold us those assets after acquiring a
new business and new management.  Our directors and officers served as directors
and officers of Sporting Magic before the asset sale.


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     The assets we  purchased  from  Sporting  Magic  included all rights to the
"Advanced Knowledge" name; the  advancedknowledge.com  web site; three workforce
training  videos  entitled  Twelve Angry Men:  Teams That Don't Quit,  The Cuban
Missile Crisis: A Case Study in Decision Making and Its Consequences, and It's a
Wonderful Life:  Leading Through  Service;  and all cash,  accounts  receivable,
inventory,  equipment,  personal  property,  and  rights  under  production  and
distribution  agreements  held by Sporting Magic as of the effective time of the
acquisition.  In  exchange  for the assets,  we assumed  all of the  liabilities
incurred  or  accrued  by  Sporting  Magic  before  the  effective  time  of the
acquisition.

     We have assigned all of the Sporting  Magic assets and  liabilities  to our
wholly-owned  Delaware  subsidiary,  which we formed on March 24, 2000 and which
has adopted the  Advanced  Knowledge  name.  Our  subsidiary  currently  focuses
exclusively on the workforce training video business.

ITEM 2.  DESCRIPTION OF PROPERTY.

     We lease office space from an  unaffiliated  third party for  $1,767.00 per
month, located at 17337 Ventura Boulevard,  Suite 224, Encino, California 91316.
The lease  terminates  February 28, 2003. We anticipate  that we will be able to
renew the lease, and that this space,  consisting of approximately  1,100 square
feet, will be adequate for our operations through the end of fiscal 2003.

ITEM 3.  LEGAL PROCEEDINGS.

     In November 2001, our wholly owned subsidiary Advanced Knowledge was served
with a complaint from a competitor.  The complaint  sought,  among other things,
damages for alleged interference with contractual relations. This was based upon
the claim that one of Advanced  Knowledge's  independent sales  representatives,
who was also a former  employee of that  competitor,  was, for a short period of
time,  employed by that competitor while performing sales efforts on our behalf.
We disputed the allegations and denied any liability. However, in order to avoid
the costs and uncertainty associated with litigation,  we settled the matter for
a one-time  payment and the  delivery of a number of our  training  videos.  The
payment has been made and all videos have been delivered. The matter is closed.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended May 31, 2002.


                                       11


<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information

     On June 14,  2002 our common  stock began  trading on the  over-the-counter
Bulletin Board system (also known as OTC:BB), under the stock symbol, (BCOI).

     The  Over-The-Counter  Bulletin  Board system has  requirements  imposed on
companies that are listed in their systems.

     The  Over-The-Counter  Bulletin  Board System  requires  that the company's
stock be  registered  with the  Securities  and  Exchange  commission,  that the
company  be  current  with  its  Securities  and  Exchange   Commission   flings
requirements,  and have at lease one (1) market maker. There are no requirements
as to stock price, bid and asked quotes,  number of shareholders,  the number of
shares held by each shareholder, or the number of shares traded.

HOLDERS

     As of May 31,  2002 there  were 99  shareholders  of record.  As of May 31,
2002,  a total of  1,612,900  shares of our common  stock were  outstanding.  We
currently have no outstanding options or warrants for the purchase of our common
stock and have no securities outstanding that are convertible into common stock.
We have not yet adopted or developed any plans to adopt any stock option,  stock
purchase or similar plan for our employees.

DIVIDEND POLICY

     We have not declared or paid any cash  dividends on our common stock and do
not anticipate paying dividends in the foreseeable future.

Recent Sales of Unregistered Securities

     None

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CRITICAL ACCOUNTING POLICIES

     Our  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our consolidated statements,  which have been prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  The  preparation  of these  financial  statements  requires  us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses.  In  consultation  with our Board of  Directors,  we have
identified two accounting  policies that we believe are key to an  understanding
of our financial statements.


                                       12


<PAGE>


These  are  important   accounting  policies  that  require   management's  most
difficult, subjective judgments.

     The first critical  accounting  policy relates to revenue  recognition.  We
recognize  revenue  from product  sales upon  shipment to the  customer.  Rental
income is recognized over the related period that the videos are rented.

     The second critical  accounting  policy relates to research and development
expenses.  We expense all research and development  expenses as incurred.  Costs
incurred  to  establish  the  feasibility  and  marketability  of a product  are
expensed as incurred and included in Research and Development expenses.

GENERAL

     Our  revenues  for the  fiscal  year ended May 31,  2002 was  approximately
$382,000.  Revenues  for the period  ended May 31,  2001,  were  $245,000.  This
represents an increase of $137,000.  This increase was due to an increase in our
sales representatives force during fiscal 2002.

     Net product  sales made up nearly 100% of the total  revenue in both years.
We expect to generate  revenues  from the sale of workforce  training  videos in
2003 that exceed those generated in fiscal 2001 and fiscal 2002.

COSTS AND EXPENSES

     From  2001 to 2002,  the cost of goods  sold  increased  from  $136,000  to
$196,000.  This  represents an increase of $60,000.  The cost of goods sold as a
percent of sales  decreased  by almost 5% (56% in 2001 to 51% in 2002).  This is
primarily  due to a change in sales mix towards  sales of third  party  produced
videos.

     Total  operating  expenses  decreased  from $316,000 in 2001 to $302,000 in
2002 This represents an decrease of $14,000.  This decrease was due primarily to
professional fees, (accounting and legal),  incurred in 2001 associated with our
efforts  to  register  3,000,000  of our shares  and  200,000  of our  principal
shareholders  shares with the  Securities  and  Exchange  Commission,  partially
offset by a legal settlement of $25,000 in 2002. Our fixed overhead,  consisting
primarily of rent, was  approximately  $28,000 in 2001 and $20,000 in 2002. This
decrease  represents a downsizing  of facility use in 2002.  For fiscal 2003, we
anticipate that operating  expenses will run at about the same level as 2002. We
expect that gross profits, as a percentage of sales, should increase and that as
sales increase, the cost of goods sold will increase proportionately.

     Selling and marketing  expenses increased from $103,000 in 2001 to $110,000
in 2002.  This  represents  an  increase of $7,000.  The increase in selling and
marketing  was the  result of the costs  incurred  to build up our sales  force,
advertising and marketing  programs,  much of which will benefit future periods.
Selling and marketing  expenses are expected to increase as we engage additional
sales representatives and staff.  We anticipate that the increased sales efforts


                                       13


<PAGE>


will offset these increased selling and marketing costs and eventually  decrease
in their proportion to sales.

     General and  administrative  expenses  decreased  from  $207,000 in 2001 to
$182,000 in 2002. This  represents a decrease of $25,000.  This decrease was the
result of the increased professional fees,  (accounting and legal),  incurred in
2001 in connection with our Registration Statement, offset by a legal settlement
of $25,000  incurred in 2002.  We do not expect our  general and  administrative
expenses  to  decrease  significantly.   We  anticipate  that  our  general  and
administrative  expenses will increase at a  substantially  lesser rate than any
increase in sales.

     Interest  expense  increased from $17,000 in 2001, to $23,000 in 2002. This
represents an increase of $6,000.  This increase is due to increased  borrowings
from the Company's President and a line of credit with a bank in 2002.

PLAN OF OPERATION

     We will continue  marketing  the workforce  video library that we purchased
from  Sporting  Magic Inc. in March  2000.  During the next 12 months we plan to
expand our video  library by  devoting a  significant  portion of our  available
resources toward the production and marketing of up to four new training videos.
We estimate that our marketing and  production  costs during fiscal 2003 will be
approximately $350,000. During the next 12 months year, we also plan to increase
the  number of our  full-time  employees  from one to four and the number of our
part-time employees from one to two.  Currently,  we are actively engaged in the
development  of our  sales  force  for  educational/training  videos in order to
generate sales.

     We also intend to seek potential business  opportunities with a view toward
enhancing  stockholder  value. Such  opportunities  might include  acquisitions,
mergers,  joint ventures or other transactions,  whether in related or unrelated
businesses. Currently we have no written or oral agreement, plan, arrangement or
understanding to enter into any such transaction.

LIQUIDITY AND CAPITAL RESOURCES

     We are a company  with a limited  operating  history  and a history  of net
losses.  Sporting Magic,  the company from which we acquired our business,  also
had a limited history and experienced  significant net losses. Our auditors have
indicated  in their  report that our losses  raise  substantial  doubt about our
ability to continue as a going concern.

     We have a credit  arrangement with our president,  pursuant to which he has
agreed to advance, at his discretion,  up to $500,000 for our operating expenses
and the  production  of  training  videos,  under  the  terms  of an 8%  secured
promissory note and a related  security  agreement.  As of May 31, 2002, we owed
our president a total of $369,000 in principal and interest  under the note. The
note is  collateralized  by all of our right,  title and  interest in and to our
video  productions  and  projects,  regardless  of their  stage  of  production,
including all related contracts,  licenses, and accounts receivable.  Any unpaid
principal  and  interest  under the Note will be due and payable on December 31,
2003.


                                       14


<PAGE>


     The  Company  has a  revolving  line of credit  with a bank  which  permits
borrowings up to $40,000.  The line is  guaranteed  by the Company's  President.
Interest  is payable  monthly at 2.22%  above the bank's  prime rate of interest
(4.75% at May 31, 2002).

     We expect that cash from  operations  and proceeds  from the sale of common
stock will be sufficient to satisfy our budgeted cash  requirements for at least
the  next  12  months,  provided  that  we  meet  sales  expectations  If  sales
expectations  are not met,  we may still be able to  satisfy  our  current  cash
requirements  by borrowing  additional  funds under the note from our president.
However,  if our  president is unable or unwilling to advance  additional  funds
under the note, we may be required to seek  additional  equity or debt financing
from other sources, which may not be available on acceptable terms. Further, our
ability to pursue  any  business  opportunity  that  requires  us to make a cash
payment  would also  depend on the amount of funds that we can secure from these
various  sources.  If funding is not available from any of these sources to meet
our needs, we will either delay  production of one or more of our planned videos
and delay any business transaction requiring the payment of cash, or both.

ITEM 7.  FINANCIAL STATEMENTS.


                          INDEX TO FINANCIAL STATEMENTS

                                                                           Pages
                                                                           -----

Independent Auditors' Report...............................................   16

Financial Statements:

         Consolidated Balance Sheet as of May 31, 2002.....................   17

         Consolidated Statements of Operations for the Years Ended
         May 31, 2002 and 2001.............................................   18

         Consolidated Statements of Shareholders' Deficit
         for the Years Ended May 31, 2002 and 2001.........................   19

         Consolidated Statements of Cash Flows for the Years Ended
         May 31, 2002 and 2001.............................................   20

         Notes to Consolidated Financial Statements........................22-26


                                       15


<PAGE>


INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
  Becor Communications, Inc.:

We  have  audited  the   accompanying   consolidated   balance  sheet  of  Becor
Communications,  Inc. (formerly Becor Internet,  Inc.) (the "Company") as of May
31, 2002 and the related  consolidated  statements  of  operations,  shareholder
deficit  and cash  flows  for the  years  ended  May 31,  2002 and  2001.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable  assurance about whether the consolidated  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the consolidated  financial  statements  present fairly, in all
material  respects,  the financial  position of the Company at May 31, 2002, and
the  consolidated  results of its  operations and cash flows for the years ended
May 31,  2002  and  2001 in  conformity  with  accounting  principles  generally
accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,   the  Company  has  suffered  losses  from
operations  since  inception  that raise  substantial  doubt about the Company's
ability to continue  as a going  concern.  Management's  plans in regard to this
matter are  described in Note 7. The  consolidated  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.




s/s Farber & Hass LLP
Oxnard, California
August 1, 2002


                                       16


<PAGE>


BECOR COMMUNICATIONS, INC.
(FORMERLY BECOR INTERNET, INC.)

CONSOLIDATED BALANCE SHEET
MAY 31, 2002
--------------------------------------------------------------------------------

ASSETS

CASH ...........................................................      $  25,256
ACCOUNTS RECEIVABLE, Less allowance of $50,000 .................         58,561
PREPAID EXPENSES ...............................................            219
PROPERTY AND EQUIPMENT, Less accumulated
  depreciation of $2,495 .......................................          7,265
SECURITY DEPOSITS ..............................................          1,767
                                                                      ---------

TOTAL ASSETS ...................................................      $  93,068
                                                                      =========

LIABILITIES AND SHAREHOLDER'S DEFICIT

LINE OF CREDIT .................................................      $  20,122
ACCOUNTS PAYABLE AND ACCRUED EXPENSES ..........................         31,975
ACCRUED DISTRIBUTION COSTS .....................................         58,265
ACCRUED ROYALTIES ..............................................         26,628
ACCRUED INTEREST TO SHAREHOLDER ................................         60,259
NOTE PAYABLE TO SHAREHOLDER ....................................        308,312
                                                                      ---------

TOTAL LIABILITIES ..............................................        505,561
                                                                      ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S DEFICIT:
Common stock, par value - $.001, 25,000,000 shares
  authorized; 1,612,900 shares issued and outstanding ..........          1,613
Additional paid-in capital .....................................        (33,226)
Accumulated deficit ............................................       (380,880)
                                                                      ---------
Total shareholder's deficit ....................................       (412,493)
                                                                      ---------

TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT ....................      $  93,068
                                                                      =========

See  independent   auditors'  report  and  accompanying  notes  to  consolidated
financial statements.

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


                                       17


<PAGE>


BECOR COMMUNICATIONS, INC.
(FORMERLY BECOR INTERNET, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MAY 31, 2002 AND 2001
--------------------------------------------------------------------------------
                                                      2002              2001
                                                  -----------       -----------
REVENUES:
Sales ......................................      $   354,973       $   215,860
Rental income ..............................           14,617            18,422
Other income ...............................           12,803            10,400
                                                  -----------       -----------
Total revenues .............................          382,393           244,682
                                                  -----------       -----------
COST OF GOODS SOLD .........................          196,393           136,458
                                                  -----------       -----------
GROSS MARGIN ...............................          186,000           108,224
                                                  -----------       -----------
OPERATING EXPENSES:
Selling and marketing ......................          109,938           102,531
General and administrative .................          182,190           206,771
Research and development ...................            9,877             6,455
                                                  -----------       -----------
Total operating expenses ...................          302,005           315,757
                                                  -----------       -----------
LOSS FROM OPERATIONS .......................         (116,005)         (207,533)
                                                  -----------       -----------
OTHER INCOME (EXPENSE):
Interest expense ...........................          (23,056)          (17,182)
Other income ...............................              125             7,474
                                                  -----------       -----------
Other expense, net .........................          (22,931)           (9,708)
                                                  -----------       -----------
LOSS BEFORE INCOME TAXES ...................         (138,936)         (217,241)

INCOME TAXES ...............................              800               800
                                                  -----------       -----------
NET LOSS ...................................      $  (139,736)      $  (218,041)
                                                  ===========       ===========
BASIC LOSS PER COMMON SHARE ................      $      (.11)      $      (.17)
                                                  ===========       ===========
WEIGHTED AVERAGE SHARES OUTSTANDING ........        1,316,879         1,250,000
                                                  ===========       ===========

See  independent   auditors'  report  and  accompanying  notes  to  consolidated
financial statements.

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


                                       18


<PAGE>


BECOR COMMUNICATIONS, INC.
(FORMERLY BECOR INTERNET, INC.)
<TABLE>
CONSOLIDATED STATEMENTS OF SHAREHOLDER DEFICIT
FOR THE YEARS ENDED MAY 31, 2002 AND 2001
----------------------------------------------------------------------------------------
<CAPTION>

                            Common Stock          Additional
                      ------------------------     Paid-in     Shareholder
                         Shares       Amount       Capital      (Deficit)       Total
                      ----------    ----------    ----------    ----------    ----------
<S>                    <C>          <C>           <C>           <C>           <C>
BALANCE,
    JUNE 1, 2000 ..    1,250,000    $    1,250    $ (105,443)   $  (23,103)   $ (127,296)

NET LOSS ..........                                               (218,041)     (218,041)
                      ----------    ----------    ----------    ----------    ----------

BALANCE,
    MAY 31, 2001 ..    1,250,000         1,250      (105,443)     (241,144)     (345,337)

ISSUANCE OF SHARES:
Cash ..............      257,900           258        51,322                      51,580
Debt ..............      100,000           100        19,900                      20,000
Services ..........        5,000             5           995                       1,000

NET LOSS ..........                                               (139,736)     (139,736)
                      ----------    ----------    ----------    ----------    ----------

BALANCE,
    MAY 31, 2002 ..    1,612,900    $    1,613    $  (33,226)   $ (380,880)   $ (412,493)
                      ==========    ==========    ==========    ==========    ==========

See  independent   auditors'  report  and  accompanying  notes  to  consolidated
financial statements.

----------------------------------------------------------------------------------------
</TABLE>


                                       19


<PAGE>


BECOR COMMUNICATIONS, INC.
(FORMERLY BECOR INTERNET, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2002 AND 2001
--------------------------------------------------------------------------------

                                                           2002           2001
                                                        ---------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ...........................................    $(139,736)    $(218,041)
Adjustments to reconcile net loss to
    net cash used by operating activities:
    Increase in allowance for doubtful accounts ....       23,904
    Depreciation ...................................        1,369           965
    Amortization ...................................                      7,200
    Shares issued for services .....................        1,000
    Changes in operating assets and liabilities:
      Accounts receivable ..........................      (48,288)      (14,888)
      Video inventory and production costs .........                     31,763
      Accounts payable and accrued expenses ........       76,474        64,029
      Other assets .................................          532
                                                        ---------     ---------
Net cash used by operating activities ..............      (84,745)     (128,972)
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
  Capital expenditures .............................       (4,934)
                                                        ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock ...............................       51,580
Borrowings from shareholder ........................       39,750       128,850
Net borrowings on line of credit ...................       20,122
                                                        ---------     ---------
Net cash provided by financing activities ..........      111,452       128,850
                                                        ---------     ---------

NET INCREASE (DECREASE) IN CASH ....................       21,773          (122)

CASH, BEGINNING OF PERIOD ..........................        3,483         3,605
                                                        ---------     ---------

CASH, END OF PERIOD ................................    $  25,256     $   3,483
                                                        =========     =========


                                                                     (Continued)


                                       20


<PAGE>


BECOR COMMUNICATIONS, INC.
(FORMERLY BECOR INTERNET, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
FOR THE YEARS ENDED MAY 31, 2002 AND 2001
--------------------------------------------------------------------------------
                                                           2002          2001
                                                        ---------     ---------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
    Interest                                            $    -0-      $     -0-
    Income taxes                                        $  1,600      $     -0-


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

During 2002, the Company issued 5,000 shares for legal services valued at $1,000
and 100,000 shares in exchange for debt amounting to $20,000.


See  independent   auditors'  report  and  accompanying  notes  to  consolidated
financial statements.

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


                                       21


<PAGE>


BECOR COMMUNICATIONS, INC.
(FORMERLY BECOR INTERNET, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BUSINESS DESCRIPTION - Becor Communications, Inc. (formerly Becor Internet,
     Inc.) (the "Company"),  through its wholly-owned subsidiary,  is engaged in
     the  development,  production and  distribution of training and educational
     products and services. In March 2000, the Company formed Web Star Training,
     Inc. as a wholly-owned subsidiary, incorporated under the laws of Delaware,
     authorized  to issue 1,000  shares of no par value common  stock.  In April
     2000,  the Board  voted to change the name of this  subsidiary  to Advanced
     Knowledge, Inc. The Company's fiscal year end is May 31.

     During March 2000, the Company  acquired all of the assets and  liabilities
     of Sporting Magic,  Inc., a related party through common ownership,  for no
     consideration.  The  acquisition has been accounted for in a manner similar
     to a pooling of  interests  whereby  the assets and  liabilities  have been
     recorded  at their  historical  basis at date of  transfer.  The  excess of
     liabilities  assumed over assets  acquired has been recorded as a charge to
     paid-in capital.

     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
     the  accounts  of the  Company and its  wholly-owned  subsidiary,  Advanced
     Knowledge, Inc. All significant intercompany accounts and transactions have
     been eliminated.

     GOING CONCERN - The Company has experienced  significant  operating  losses
     since inception.  The consolidated  financial statements have been prepared
     assuming  the Company  will  continue to operate as a going  concern  which
     contemplates the realization of assets and the settlement of liabilities in
     the normal course of business.  No adjustment has been made to the recorded
     amount of assets or the recorded  amount or  classification  of liabilities
     which  would be  required  if the  Company  were  unable  to  continue  its
     operations.  As discussed in Note 7,  management has developed an operating
     plan,  which  they  believe  will  generate  sufficient  cash to  meet  its
     obligations in the normal course of business. In addition,  the Company has
     an agreement  with its President and majority  shareholder,  which provides
     for borrowings up to $500,000 (see Note 2).

     UNCLASSIFIED  BALANCE SHEET - In accordance with the provisions of SFAS No.
     53, the Company has elected to present an unclassified balance sheet.


                                       22


<PAGE>


     PERVASIVENESS  OF ESTIMATES - The  preparation  of financial  statements in
     conformity  with  generally   accepted   accounting   principles   requires
     management  to make  estimates  and  assumptions  that affect the  reported
     amounts of assets and liabilities  and disclosure of contingent  assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of  revenues  and  expenses  during the  reporting  period.  Actual
     results could differ from those estimates.

     REVENUE  RECOGNITION  - Sales are  recognized  upon  shipment of videos and
     training  manuals to the customer.  Rental  income is  recognized  over the
     related period that the videos are rented.

     SEGMENT  DISCLOSURE  - During  the years  ended May 31,  2002 and 2001,  no
     customer accounted for over 10% of the Company's net sales.

     Other  income  includes   approximately   $9,000  earned  on  international
     shipments (primarily Canada) in 2002.

     ADVERTISING  EXPENSE - The Company expensed  advertising costs amounting to
     $1,440  and $5,379 in 2002 and 2001,  respectively.  The  Company  does not
     conduct direct response advertising.

     RESEARCH AND DEVELOPMENT - Company-sponsored research and development costs
     related to both present and future  products  are  expensed  currently as a
     separate line item in the accompanying statements of operations.

     INCOME  TAXES  - The  Company  accounts  for its  income  taxes  under  the
     provisions of Statement of Financial Accounting Standards 109 ("SFAS 109").
     The method of  accounting  for income  taxes under SFAS 109 is an asset and
     liability  method.  The asset and liability method requires the recognition
     of  deferred  tax  liabilities  and  assets  for the  expected  future  tax
     consequences  of  temporary  differences  between  tax bases and  financial
     reporting bases of other assets and  liabilities.  The provision for income
     taxes  in  2002  and  2001  represents  the  California  corporate  minimum
     franchise tax.

     NET LOSS PER SHARE - The Company  adopted the  provisions  of  Statement of
     Financial  Accounting  Standards  ("SFAS")  No. 128,  "Earnings  Per Share"
     ("EPS") that established  standards for the  computation,  presentation and
     disclosure of earnings per share, replacing the presentation of Primary EPS
     with a  presentation  of Basic EPS. It also requires dual  presentation  of
     Basic EPS and Diluted EPS on the face of the income  statement for entities
     with complex capital structures. Basic EPS is based on the weighted average
     number of common shares  outstanding during the period. The Company did not
     present Diluted EPS, since the result was anti-dilutive.

     FAIR VALUE OF FINANCIAL  INSTRUMENTS - The carrying  value of all financial
     instruments  potentially subject to valuation risk (principally  consisting
     of accounts  receivable,  accrued  expenses and note payable)  approximates
     fair value due to the short term maturities of such instruments.


                                       23


<PAGE>


     CONCENTRATION  OF CREDIT RISK -  Financial  instruments  which  potentially
     subject the Company to concentrations of credit risk consist principally of
     accounts  receivable.  Accounts receivable are unsecured and the Company is
     at risk to the extent such amount becomes  uncollectible.  The Company does
     not require  collateral on sales. As of May 31, 2002, no customer accounted
     for over 10% of accounts receivable.

     PROPERTY  AND  EQUIPMENT  -  Property  and  equipment  are  stated at cost.
     Depreciation is computed using the  straight-line  method over an estimated
     useful life of five years.  Property and equipment  consists of a telephone
     system and office equipment costing $9,760.

     STOCK SPLIT - During August 2000, the Board of Directors approved a reverse
     stock  split of 4 to 1. The  reverse  stock  split  has been  retroactively
     reflected in the financial statements.

     RECLASSIFICATIONS - Certain 2001 amounts have been reclassified in order to
     conform with 2002 classifications.

     RECENTLY-ISSUED  ACCOUNTING  PRONOUNCEMENTS  - In June 2001,  the Financial
     Accounting  Standards  Board  issued  Statements  of  Financial  Accounting
     Standards  No. 141,  "Business  Combinations",  and No. 142,  "Goodwill and
     Other  Intangible  Assets",  effective  for fiscal  years  beginning  after
     December 15,  2001.  Under the new rules,  goodwill and certain  intangible
     assets will no longer be amortized but will be subject to annual impairment
     tests. Other intangible assets with finite useful lives will continue to be
     amortized  over their useful lives.  The Company does not expect any effect
     on its  financial  position or results of  operations  from the adoption of
     these statements.

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
     Retirement  Obligations".  SFAS 143  establishes  accounting  standards for
     recognition  and  measurement  of  a  liability  for  the  costs  of  asset
     retirement obligations. Under SFAS 143, the costs of retiring an asset will
     be recorded as a liability when the retirement  obligation arises, and will
     be amortized  to expense  over the life of the asset.  The Company does not
     expect any effect on its financial  position or results of operations  from
     the adoption of this statement.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
     Impairment or Disposal of Long-Lived Assets".  SFAS 144 addresses financial
     accounting  and  reporting  for the  impairment  or disposal of  long-lived
     assets and discontinued operations.  The Company does not expect any effect
     on its  financial  position or results of  operations  from the adoption of
     this statement.


                                       24


<PAGE>


2.   NOTE PAYABLE TO SHAREHOLDER

     The Company  entered into an agreement  with its  President to borrow up to
     $500,000  (at the  discretion  of the  President)  with  interest  at 8.0%.
     Repayment  shall be made  when  funds  are  available  and the  balance  of
     principal and accrued interest is due December 31, 2003.

3.   LINE OF CREDIT

     The  Company  has a  revolving  line of credit  with a bank  which  permits
     borrowings  up  to  $40,000.  The  line  is  guaranteed  by  the  Company's
     President. Interest is payable monthly at 2.22% above the bank's prime rate
     of interest (4.75% at May 31, 2002).

4.   INCOME TAXES

     The Company has net operating loss  carryforwards  totalling  approximately
     $240,000 for Federal income tax purposes available to offset future taxable
     income through 2022.  Deferred tax assets consist  substantially of the net
     operating  loss  carryforward.  The  Company  has  made  a  100%  valuation
     allowance against the deferred tax asset. The valuation allowance increased
     approximately  $12,000 due to the net loss  incurred in 2002.  In assessing
     the realizability of deferred tax assets,  management  considers whether it
     is more likely than not that some portion or all of the deferred tax assets
     will not be realized.  The ultimate  realization  of deferred tax assets is
     dependent  upon the  generation of future taxable income during the periods
     in  which  those  temporary   differences  become  deductible.   Management
     considered the scheduled  reversal of deferred tax  liabilities,  projected
     future  taxable   income  and  tax  planning   strategies  in  making  this
     assessment.

5.   COMMITMENTS AND CONTINGENCIES

     The  Company has  agreements  with  companies  to pay a royalty on sales of
     certain videos. The royalty is based on a specified formula, which averages
     approximately 35% to 45% of gross sales.

     The Company  leases its operating  facility for $1,767 per month in Encino,
     California  under a  non-cancellable  operating  lease,  which  expires  in
     February 2003. Rent expense was  approximately  $20,000 and $28,000 in 2002
     and 2001, respectively.

6.   LEGAL

     During 2002, the Company  entered into a settlement  with a competitor over
     alleged  interference  with  contractual  relations.   The  settlement  was
     concluded  with a one-time  payment of $25,000 and  delivery of a number of
     training videos.


                                       25


<PAGE>


     The Company is,  from time to time,  subject to legal and other  matters in
     the normal course of its business. While the results of such matters cannot
     be predicted  with  certainty,  management  does not believe that the final
     outcome of any pending matters will have a material effect on the financial
     position and results of operations of the Company.

7.   MANAGEMENT'S PLANS (UNAUDITED)

     Management believes that it will require additional  investment in order to
     achieve  higher  sales and cash  flows  from  operations.  Projected  sales
     combined  with  available  borrowings  on the line of credit  with its sole
     shareholder and its bank will be adequate to finance the next fiscal year's
     cash flow  requirements.  Management  also  plans on  obtaining  additional
     financing sources consisting of equity and debt to fund working capital and
     product development.

8.   QUARTERLY FINANCIAL DATA (UNAUDITED)

     The following is a summary of the quarterly  results of operations  for the
     years ended May 31, 2002 and 2001:

                                            QUARTER ENDED
                         ----------------------------------------------------
     2002                 AUGUST 31    NOVEMBER 30   FEBRUARY 28     MAY 31
     ------------------------------------------------------------------------
     NET REVENUES        $   98,380    $  102,015    $  81,811    $  100,187
     GROSS MARGIN        $   52,160    $   48,221    $  33,221    $   52,398
     NET LOSS            $  (27,565)   $   (4,951)   $ (55,169)   $  (52,051)
     BASIC AND DILUTED
       LOSS PER SHARE    $    (0.02)   $    (0.00)   $   (0.04)   $    (0.03)

     2001
     -----------------------------------------------------------------------
     NET REVENUES        $   49,792    $   60,485    $  85,137    $   49,268
     GROSS MARGIN        $   37,043    $   51,397    $  55,487    $  (35,703)(1)
     NET LOSS            $  (22,976)   $  (62,441)   $ (24,381)   $ (108,243)
     BASIC AND DILUTED
       LOSS PER SHARE    $    (0.02)   $    (0.05)   $   (0.02)   $    (0.09)

     (1) Reflects  fourth quarter  adjustment to write-off  production  costs as
     disclosed in 2001 10-KSB.

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

                                       26


<PAGE>


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

         None.


                                    PART III

ITEM 9.  DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The following table sets forth the current  officers and directors of Becor
Communications:

Name                           Age                   Position
----                           ---                   --------

Buddy Young                    67                    President, Chief Executive
                                                     Officer, Chief Financial
                                                     Officer and Director

L. Stephen Albright            50                    Secretary and Director

Dennis Spiegelman              56                    Director

Howard Young                   44                    Vice President

     BUDDY  YOUNG has  served  as  President,  Chief  Executive  Officer,  Chief
Financial  Officer and a Director of the  Company  since June 7, 1999.  Prior to
joining the  Company,  Mr.  Young  served in similar  capacities  at a number of
publicly traded companies. These include Sporting Magic, Inc, and MGPX Ventures,
Inc, now known as Contango Oil & Gas. During Mr. Young's career he has served in
various executive capacities in the entertainment industry. From 1992 until July
1996,  Mr.  Young  served as  President  and  Chief  Executive  Officer  of Bexy
Communications, Inc. ("Bexy"), a publicly held company whose stock traded on the
over-the-counter Bulletin Board system. Bexy's core business was the production,
financing and distribution of television programming. During his tenure at Bexy,
Bexy  produced and  distributed  a number of  television  programs,  including a
two-hour  special,  "Heartstoppers . . . Horror at the Movies," hosted by George
Hamilton,  and a 26  episode  half-hour  television  series  entitled,  "Feelin'
Great," hosted by Dynasty's John James.  From June 1983 until December 1991, Mr.
Young was  President,  Chief  Executive  Officer and a Director of Color Systems
Technology,  Inc., a publicly  held  company  whose stock traded on The American
Stock Exchange. Color Systems' major line of business is the use of its patented
computer process for the conversion of black and white motion pictures to color.
Prior to joining Color  Systems,  Mr. Young served from 1965 to 1975 as Director
of West Coast  Advertising  and Publicity for United Artists  Corporation,  from
1975 to 1976 as Director of Worldwide  Advertising  and  Publicity  for Columbia
Pictures Corp., from 1976 to 1979 as Vice President of Worldwide Advertising and
Publicity for MCA/Universal Pictures, Inc., and from 1981 to 1982 as a principal
in the motion


                                       27


<PAGE>


picture  consulting  firm of  Powell  &  Young,  which  represented  some of the
industry's  leading film makers.  For the past twenty-five  years, Mr. Young has
been an active member of The Academy of Motion Picture Arts and Sciences and has
served on a number of industry-wide committees.

     L. STEPHEN  ALBRIGHT has served as a Director of the Company  since June 7,
1999. Mr. Albright received his undergraduate degree in Business  Administration
and Marketing, from West Virginia University in 1975. Following careers in sales
and new home  construction,  Mr. Albright entered Whittier College School of Law
in 1980. Mr. Albright was admitted to practice law in the State of California in
1983.  Mr.  Albright  spent  approximately  half of his legal  career in private
practice where he has been primarily  engaged in  transactional  work,  business
litigation, and providing general legal business advice to clients. Mr. Albright
also spent seven years as in-house counsel, Vice President,  General Counsel and
Secretary to CST Entertainment  Imaging,  Inc., a publicly-held  company.  While
with CST, Mr. Albright was  responsible for all aspects of the company's  annual
shareholder's meetings; preparation and filing of the company's proxy materials,
annual  reports on Form 10-K,  and quarterly  reports on Form 10-Q; and drafting
and negotiating lease agreements, distribution and licensing agreements and debt
and equity funding arrangements.

     DENNIS  SPIEGELMAN  has served as a Director of the  Company  since June 7,
1999.  Mr.  Spiegelman is an  experienced  sales and marketing  executive with a
successful  track record in many aspects of the  entertainment  industry.  He is
currently Senior Vice President,  Sales and Marketing at Axium Entertainment,  a
company   specializing  in  providing  payroll  services  to  the  entertainment
industry.  Prior to joining Axium,  he held similar  positions with AP Services,
Inc., and IDC Entertainment  Services.  During his career of more than 25 years,
Mr.  Spiegelman has held various other senior positions,  including  Director of
Operations at Heritage Entertainment, and President and Director of All American
Group, Inc. While at these companies,  Mr. Spiegelman was mainly responsible for
the sale of feature films to foreign theatrical,  video, and television markets.
In addition,  Mr. Spiegelman has served as Executive  Producer of the theatrical
motion  picture  entitled,  "Nobody's  Perfect,"  and  is a  past  president  of
Financial,   Administrative,  and  Management  Executives  in  Entertainment,  a
50-year-old networking organization for entertainment industry executives.

     HOWARD YOUNG has served as a Vice  President  of the Company  since June 7,
1999. Prior thereto,  Mr. Young served as the Director of Marketing for Advanced
Knowledge. Mr. Young started his business career at Columbia Pictures in 1983 as
a motion picture sales trainee.  Shortly thereafter he was promoted to salesman,
and was responsible for sales and exhibitor  relations in the Seattle-  Portland
territory.  In 1985 Mr.  Young  joined one of  Hollywood's  leading  advertising
agencies,  JP  Advertising.  While  there he  served  in a number  of  positions
relating to the marketing of motion pictures. In 1992 he was named a Senior Vice
President of the agency,  and was responsible for supervising  client  accounts.
Among others,  the agency's  accounts  included:  The Walt Disney Company,  20th
Century Fox,  Columbia  Pictures and Paramount  Pictures.  Along with his client
responsibilities  Mr. Young  supervised  the  administrative  operations  of the
agency.  During his tenure at JP Advertising,  Mr. Young worked on the marketing
campaigns of such films as Titanic,  Speed,  101 Dalmatians,  Men in Black,  and
True Lies.  A  graduate  of  Redlands  University,  Mr.  Young  joined  Advanced
Knowledge  in June


                                       28


<PAGE>


of 1998. In addition to his responsibilities at Advanced Knowledge, he serves as
a consultant  to a number of companies  in the  marketing of their  products and
services  and is active as a  graduate  assistant  in the Dale  Carnegie  Course
Program.  Mr.  Young  is the  son  of  the  Company's  president  and  principal
stockholder.

     Directors are elected in accordance with our bylaws to serve until the next
annual  stockholders  meeting. We do not currently pay compensation to directors
for services in that capacity.

     Officers are elected by the board of directors  and hold office until their
successors are chosen and  qualified,  until their death or until they resign or
have been removed from office. All corporate officers serve at the discretion of
the board of directors.  Except as disclosed  above with respect to Howard Young
and Buddy  Young,  there are no family  relationships  between  any  director or
executive  officer  and  any  other  director  or  executive  officer  of  Becor
Communications.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive  officers,  and persons who beneficially own more than ten percent
of a  registered  class of our  equity  securities  (referred  to as  "reporting
persons"),  to file with the Securities and Exchange  Commission initial reports
of  ownership  and  reports of changes in  ownership  of common  stock and other
Advanced  Knowledge  equity  securities.   Reporting  persons  are  required  by
Commission regulations to furnish us with copies of all Section 16(a) forms they
file.

     None of the Company's  officers or directors  filed their Form 5's with the
Commission within the prescribed  forty-five day time period following the close
of the Company's  fiscal year.  However,  each of the officers and directors has
since  filed  their Form 5 for the fiscal  year  ended May 31,  2001.  Since the
Company's Form SB-2 Registration  Statement was not effective until May 29, 2001
and since that time there have not been any changes in the shares held by any of
the Company's officers and directors the only reports for which the officers and
directors  were  delinquent was their Form 5. Each of the officers and directors
filed their Form 5 with the commission on Wednesday August 22, 2001.

ITEM 10.  EXECUTIVE COMPENSATION.

     As a result of our current  limited  available cash, no officer or director
received  compensation  during the fiscal year ended May 31, 2002.  We intend to
pay  salaries  when cash flow  permits.  No officer of director  received  stock
options or other  non-cash  compensation  during  the fiscal  year ended May 31,
2002. We currently have no employment agreement with any officer of the company.


                                       29


<PAGE>


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth  certain   information   concerning  the
beneficial ownership of Becor Communications  outstanding Common Stock as of May
31, 2002, by each person known by Becor  Communications to own beneficially more
than 5% of the  outstanding  Common  Stock,  by each of our directors and by all
directors  and officers of Becor  Communications  as a group.

     Unless otherwise indicated below, to our knowledge all persons listed below
have sole voting and  investment  power with  respect to their  shares of Common
Stock except to the extent that authority is shared by spouses under  applicable
law.


                                              Number              Percentage
                                            of Shares              of Class
Name and Address                              Owned                 Owned
----------------                              -----                 -----

Young Family Trust                         1,250,000 (1)            79.22%

Buddy Young and
Rebecca Young                              1,250,000 (1)            79.22%

Stephen Albright                               5,000                 0.32%

Dennis Spiegelman                              5,000                 0.32%

Howard Young                                  10,000                 0.64%

All officers and directors as a group
(4 persons)                                1,270,000 (1)            80.50%
---------------
(1)  All of the shares  beneficially  owned by the Young  Family  Trust are also
     beneficially owned by Buddy Young and Rebecca Young, who, as co-trustees of
     the Trust,  share voting and investment power over the shares.  Buddy Young
     is a director and executive officer of Becor  Communications and was also a
     director and executive  officer of Sporting Magic Inc. The Trust was also a
     principal stockholder of Sporting Magic.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We have a credit  arrangement with our president,  pursuant to which he has
agreed to advance,  at his sole  discretion,  up to $500,000  for our  operating
expenses and the production of training videos, under the terms of an 8% secured
promissory note and a related  security  agreement.  As of May 31, 2002, we owed
our  president a total of $xxxxx in principal and interest  under the note.  The
note is  collateralized  by all of our right,  title and  interest in and to our
video  productions  and  projects,  regardless  of their  stage  of  production,
including all related contracts,  licenses, and accounts receivable.  Any unpaid
principal  and  interest  under the Note will be due and payable on December 31,
2003.  There  can be no  assurance  that our  president  will  advance  the full
$500,000.


                                       30


<PAGE>


ITEM 13. 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.                            TITLE OF DOCUMENT
 -----------   -----------------------------------------------------------------
     2.1       Asset Sale Agreement dated March 16 , 2000, by and among Sporting
               Magic Inc. (then known as Advanced  Knowledge,  Inc.), as seller,
               the registrant, as purchaser, and Buddy Young, an individual, and
               ratified and approved by Soccer Magic Inc.

               Pursuant  to  Regulation  S-B,  Item  601(b)(2),   the  following
               schedules  to the Asset Sale  Agreement  will be  provided to the
               Commission upon request:

               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

     3.1       Certificate of Incorporation of the registrant dated June 2, 1999
               and filed with the Delaware Secretary of State on June 7, 1999

     3.2       Certificate of Amendment of Certificate of  Incorporation  of the
               registrant  dated  June 25,  1999  and  filed  with the  Delaware
               Secretary of State on June 29, 1999

     3.3       Certificate of Amendment of Certificate of  Incorporation  of the
               registrant  dated  May  8,  2000  and  filed  with  the  Delaware
               Secretary of State on May 15, 2000

     3.4       Certificate of Amendment of Certificate of  Incorporation  of the
               registrant  dated  August 29,  2000 and filed  with the  Delaware
               Secretary of State on August 30, 2000

     3.5       Bylaws of Becor Communications, Inc.

     4.1       Form of Certificate of Common Stock of Becor Communications, Inc.

     10.1      Production   Agreement,   dated  January  5,  1998,  between  the
               registrant  (assigned  by Sporting  Magic Inc.) and The  Hathaway
               Group

     10.3      Secured Promissory Note of the registrant  (assumed from Sporting
               Magic Inc.), dated August 18, 1998, in favor of Buddy Young


                                       31


<PAGE>


     10.4      Security Agreement, dated August 18, 1998, between the registrant
               (assumed from Sporting Magic Inc.) and Buddy Young

     10.5      Extension  of  the  Note,  dated  March  24,  1999,  between  the
               registrant (assumed from Sporting Magic Inc.) and Buddy Young

     10.5.1    Amendment to Secured  Promissory  Note,  Security  Agreement  and
               extension of Note (all assumed from Sporting Magic,  Inc.), dated
               February 15, 2001, between the registration and Buddy Young

     10.6      Master copy of "Independent Sales Representative  Agreement" used
               by   Advanced   Knowledge,    Inc.   for   all   domestic   sales
               representatives and distributors

     10.6.1    List of names and addresses of domestic sales representatives and
               distributors

     10.7      Master copy of "International Distribution Rights Agreement" used
               by  Advanced   Knowledge,   Inc.  for  all  international   sales
               representatives and distributors

     10.7.1    List   of   names   and   addresses   of   international    sales
               representatives and distributors

     21.1      Subsidiaries of the Registrant

     99.1      Certification of Registrant's  chief executive  officer and chief
               financial  officer pursuant to Section 906 of the  Sarbanes-Oxley
               Act of 2002

(b)  REPORTS ON FORM 8-K

     We did not file any  reports on Form 8-K  during the fiscal  year ended May
31, 2002.


                                       32


<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:    August 12, 2002                BECOR COMMUNICATIONS, INC.

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


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the date indicated.


Date:    August 12, 2002                /s/ Buddy Young
                                        ----------------------------------------
                                        Buddy Young
                                        President, Chief Executive Officer,
                                        Chief Financial Officer and Director
                                        (Principal Executive, Financial and
                                        Accounting Officer)


Date:    August 12, 2002                /s/ L. Stephen Albright
                                        ----------------------------------------
                                        L. Stephen Albright
                                        Director


Date:    August 12, 2002                /s/ Dennis Spiegelman
                                        ----------------------------------------
                                        Dennis Spiegelman
                                        Director


                                       33