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, 2001

[  ] 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, 2001 of $244,682.

     As of May 31, the issuer had 1,250,000 shares of common stock outstanding.

     There currently is no public market for the Company Stock.

     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..................................................13
     Item 7.    Financial Statements..........................................15
     Item 8.    Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure........................26

PART III

     Item 9.    Directors, Executive Officers, Promoters and
                   Control Persons; Compliance with Section 16(a)
                   of the Exchange Act........................................26
     Item 10.   Executive Compensation........................................28
     Item 11.   Security Ownership of Certain Beneficial Owners
                   and Management.............................................28
     Item 12.   Certain Relationships and Related Transactions................29
     Item 13.   Exhibits and Reports on Form 8-K..............................30

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.

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.

     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.


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<PAGE>


     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 2001.  Its basic  theme  will be the
importance  of diversity in the  workplace.  Our plans call for this video to be
completed by December 31, 2001, 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 some
instances,   we   have   mutual   non-exclusive   distribution   agreements   to
market/distribute their products for a fee. Currently, we have twenty-eight (28)
domestic   distribution   agreements   and   twenty-seven   (27)   international
distribution agreements.  Approximately eighty percent (80%) of our revenues are
derived from the sale of our videotapes through these agreements.  We anticipate
that  approximately  the same percentage of revenue will be generated from these
agreements during fiscal 2002.

WORKFORCE TRAINING INDUSTRY OVERVIEW

General

     According to the Annual Industry Report published by Lakewood  Publications
in the  October  2000  issue of its  respected  industry  publication,  Training
Magazine:


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-    $54  billion was spent for formal  training  in 2000 by U.S.  organizations
     with 100 or more employees.

-    $19  billion  of that $54  billion  was  expected  to be  spent on  outside
     providers  of products and  services in 2000.  These  products and services
     include  "off-the-shelf"  materials (which category includes our videos and
     work books).

-    U.S.  organizations  with 100 or more  employees were expected to spend 11%
     more for formal training in 2000 than in 1999.

-    Approximately  95% of U.S.  organizations  employing 100 or more  employees
     offered some training to their employees in 2000.

     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  2000 issue of  Training  Magazine,  Soft Skill
training  represents  61% of the $54  billion  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.

     As further  reported by  Training  Magazine,  there were  thirty  different
specific  Soft-Skill  training  subjects  utilized by  organizations  in 2000 to
increase  employee  productivity.   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.


                                       5


<PAGE>


     We have  produced and are  marketing  training  tapes which  address  three
categories of the top ten  categories  listed in Training  Magazine.  These four
tapes address:  leadership  (ranked 2nd) for which 81% of the employers provided
training;  team-building  (ranked 6th) for which 77% of the  employers  provided
training; and problem  solving/decision-making (ranked 8th) for which 76% of the
employers provided training. These three categories match the focus of the three
tapes in our current library.  New-employee  orientation  ranked first with 92%,
sexual  harassment ranked third with 81% and  new-equipment  orientation  ranked
fourth at 80%. We intend to develop and produce sexual  harassment  tapes in the
near  future.   Currently,   we  believe  that   new-employee   orientation  and
new-equipment orientation require too much individualized  modification to merit
any effort to enter those markets.

     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 2000 issue
that since 1993,  expenditures for outside  training  products and services have
increased   from  $9.9  billion  to  $19.5  billion  in  2000.   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,  2000  issue of  Training
Magazine revealed that of all formal training in U.S.  organizations with ten or
more employees,  39% 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:

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

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

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

-    the proliferation of internet and intranet applications; and

-    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.

     The October 2000 issue of Training  Magazine  indicates that  approximately
63% of the training for  information  technology  professionals  continues to be
provided by internal  training  departments,  an increase  from 55% in the prior
year, this percentage remains constant  regardless of company size or industrial
categories.  Further,  the 37% delivered by outside  sources is consistent  with
almost one-third outsourcing of all training sources in 2000. A proportion which
has remained constant since 1997.

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:  "Paradigm Shift," by
Charthouse Learning; "Remember Me and Abilene Paradox," by CRM Films; "More Than
a Gut


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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  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


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and services through partnerships with highly regarded training institutions and
professional associations.

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.


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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.

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.


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<PAGE>


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.

     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 $1,695 per
month, located at 17337 Ventura Boulevard,  Suite 224, Encino, California 91316.
The lease  terminates  February 28, 2002. 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 2002.

ITEM 3.  LEGAL PROCEEDINGS.

     During the last  quarter,  the Company  received a letter from a competitor
demanding  the  payment  of  damages  for,  among  other  things,   "intentional
interference  with  contractual  relations."  The demand is based upon the claim
that an  independent  sales  representative  engaged by us was,  for a period of
time,  an employee  of the  competitor  while  performing  sales  efforts on our
behalf.  We  dispute  the  facts  as  alleged  and  deny  any  liability  to the
competitor.  We have been threatened with  litigation,  but have not been served
with a summons or complaint. If the competitor commences legal action, we intend
to defend it vigorously.

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, 2001.


                                       11


<PAGE>


                                     PART II

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

Market Information

     There is currently no public  market for our common  stock.  We  anticipate
that during  fiscal year 2002 we will seek to have our stock  quoted for trading
on either the  Over-The-Counter  Bulletin Board system (also known as OTC:BB) or
the Pink Sheets Electronic Quotation Service.  There can be no assurance that we
will qualify to have our stock quoted on the OTC Bulletin Board system, the Pink
Sheets Electronic Quotation System or any stock exchange or stock market.

     Both  the  Over-The-Counter  Bulletin  Board  system  and the  Pink  Sheets
Electronic  Quotation Service have requirements imposed on companies that desire
to be listed in their systems.

     The Over-The-Counter  Bulletin Board System (also known as OTC:BB) 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 least 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.

     The Pink Sheets  quotation  system  requires  that the  company's  stock be
registered  with the Securities and Exchange  Commission,  have at least one (1)
market maker and have a Form 15-211(c) on file with the National  Association of
Securities  Dealers  (also  known as the NASD).  The Pink Sheets do not have any
minimum  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.

REVERSE SPLIT

     On August 30, 2000, we completed a one-for-four reverse split of our common
stock.  The  5,000,000  shares  that  had been  outstanding  on that  date  were
converted  into a total of  1,250,000  shares as a result of the reverse  split.
Unless otherwise indicated,  all references in this Form 10-KSB to shares of our
common stock have been restated to give effect to the reverse split.

HOLDERS

     As of May 31, 2001 The Young  Family  Trust is the sole owner of our common
stock. As of May 31, 2001, a total of 1,250,000  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


                                       12


<PAGE>


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

GENERAL

     Our  revenues  for the  fiscal  year ended May 31,  2001 was  approximately
$245,000.  Revenues  for the  period  ended May 31,  2000,  were  $36,000.  This
represents an increase of $209,000.  This increase was due to the  operations of
the  workforce  training  business  being  included in our Company  only for the
period of acquisition from Sporting Magic in March 2000.

     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
2002 that exceed those generated in fiscal 2000 and fiscal 2001.

COSTS AND EXPENSES

     From  2000 to  2001,  the cost of  goods  sold  increased  from  $8,000  to
$136,000.  This represents an increase of $128,000.  The cost of goods sold as a
percent of sales  increased by almost 33% (23% in 2000 to 56% in 2001).  This is
due to management's decision to expense $60,000 of video production costs due to
continuing operating losses in its workforce training business.

     Total  operating  expenses  increased  from $49,0000 in 2000 to $316,000 in
2001. This  represents an increase of $267,000.  This increase was due primarily
to  the  shorter  period  in  2000  for  which   operations  were  incurred  and
professional  fees,   (accounting  and  legal),  of  $61,000  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.
However,  once the shares are  registered,  we expect  there will be further and
future costs  associated  with efforts to have the shares  listed on an exchange
and to maintain the reporting  requirements of a reporting  company..  Our fixed
overhead,  consisting  primarily of rent, was  approximately  $6,000 in 2000 and
$28,000 in 2001. For fiscal 2002, we anticipate that operating expenses will run
at about the same level as 2001. 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.


                                       13


<PAGE>


     Selling and marketing  expenses  increased from $22,000 in 2000 to $103,000
in 2001.  This  represents  an increase of $81,000.  The increase in selling and
marketing was the result of the shorter  operational  period in 2000,  and 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 will offset these increased  selling
and marketing costs and eventually decrease in their proportion to sales.

     General  and  administrative  expenses  increased  from  $25,000 in 2000 to
$208,000 in 2001. This represents an increase of $183,000. This increase was the
result of the shorter  operational  period in 2000,  and increased  professional
fees,  (accounting and legal), and fees paid to training industry consultants 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.

     Overall,  our losses from 2000 to 2001  increased from $23,000 to $218,000.
This represents an increase of $195,000.

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 2002 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 development  stage 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, 2001, we owed
our president a total of $305,745 in principal and interest  under the note. The
note is  collateralized  by all of our right,  title and  interest in and to


                                       14


<PAGE>


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,
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  and are able to
sell all of the shares of common  stock  that have been  offered  pursuant  to a
prospectus  dated May 29,  2001.  If we sell fewer shares than  offered,  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, May 31, 2001.............................17

     Consolidated Statements of Operations
            for the Year Ended May 31, 2001 and for the Period
            June 2, 1999 (Date of Inception) to May 31, 2000..............18

     Consolidated Statements of Shareholder Deficit
            for the Year Ended May 31, 2001 and for the Period
            June 2, 1999 (Date of Inception) to May 31, 2000..............19

     Consolidated Statements of Cash Flows
            for the Year Ended May 31, 2001 and for the Period
            June 2, 1999 (Date of Inception) to May 31, 2000..............20

     Notes to Financial Statements........................................22-25


                                       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, 2001 and the related  consolidated  statements  of  operations,  shareholder
deficit  and cash flows for the year ended May 31,  2001 and for the period June
2, 1999  (date of  inception)  to May 31,  2000.  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, 2001, and
the consolidated results of its operations and cash flows for the year ended May
31, 2001 and for the period June 2, 1999 (date of  inception) to May 31, 2000 in
conformity with accounting principles generally accepted in the United States.

The  accompanying  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 17, 2001


                                       16


<PAGE>


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

CONSOLIDATED BALANCE SHEET
MAY 31, 2001
--------------------------------------------------------------------------------
ASSETS

CASH                                                                  $   3,483
ACCOUNTS RECEIVABLE, Less allowance of $26,096                           34,178
PREPAID EXPENSES                                                            165
PROPERTY AND EQUIPMENT, Less accumulated
  depreciation of $1,126                                                  3,700
SECURITY DEPOSITS                                                         2,353
                                                                      ---------

TOTAL ASSETS                                                          $  43,879
                                                                      =========

LIABILITIES AND SHAREHOLDER'S DEFICIT

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                 $  69,512
ACCRUED ROYALTIES                                                        13,959
ACCRUED INTEREST TO SHAREHOLDER                                          37,183
NOTE PAYABLE TO SHAREHOLDER                                             268,562
                                                                      ---------

TOTAL LIABILITIES                                                       389,216
                                                                      ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDER'S DEFICIT:
Common stock, par value - $.001, 25,000,000 shares
  authorized; 1,250,000 shares issued and outstanding                     1,250
Additional paid-in capital                                             (105,443)
Accumulated deficit                                                    (241,144)
                                                                      ---------
Total shareholder's deficit                                            (345,337)
                                                                      ---------

TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT                           $  43,879
                                                                      =========


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 YEAR ENDED MAY 31, 2001 AND
FOR THE PERIOD JUNE 2, 1999
(DATE OF INCEPTION) TO MAY 31, 2000
--------------------------------------------------------------------------------
                                                                   June 2, 1999
                                                                       (Date of
                                                                      Inception)
                                                      May 31,         to May 31,
                                                        2001               2000
                                                  -----------       -----------
REVENUES:
Rental income                                     $    18,422       $     2,250
Sales                                                 215,860            30,274
Royalty income                                         10,400             3,072
                                                  -----------       -----------
Total revenues                                        244,682            35,596
                                                  -----------       -----------

COST OF GOODS SOLD                                    136,458             8,053
                                                  -----------       -----------

GROSS MARGIN                                          108,224            27,543
                                                  -----------       -----------

OPERATING EXPENSES:
Selling and marketing                                 102,531            21,883
General and administrative                            206,771            24,835
Research and development                                6,455             2,227
                                                  -----------       -----------
Total operating expenses                              315,757            48,945
                                                  -----------       -----------

LOSS FROM OPERATIONS                                 (207,533)          (21,402)
                                                  -----------       -----------

OTHER INCOME (EXPENSE):
Interest expense                                      (17,182)           (2,578)
Other income                                            7,474             1,678
                                                  -----------       -----------
Other expense, net                                     (9,708)             (900)
                                                  -----------       -----------

LOSS BEFORE INCOME TAXES                             (217,241)          (22,302)

INCOME TAXES                                              800               800
                                                  -----------       -----------

NET LOSS                                          $  (218,041)      $   (23,102)
                                                  ===========       ===========

BASIC LOSS PER COMMON SHARE                       $     (0.17)      $      (.02)
                                                  ===========       ===========

WEIGHTED AVERAGE SHARES OUTSTANDING                 1,250,000         1,250,000
                                                  ===========       ===========


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


                                       18


<PAGE>

<TABLE>

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

CONSOLIDATED STATEMENTS OF SHAREHOLDER DEFICIT
FOR THE YEAR ENDED MAY 31, 2001 AND
FOR THE PERIOD JUNE 2, 1999 (DATE OF INCEPTION)
TO MAY 31, 2000
-----------------------------------------------------------------------------------------------
<CAPTION>
                                                       Additional
                                  Common Stock            Paid-in     Shareholder
                                Shares     Amount         Capital        (Deficit)        Total
                                ------     ------         -------         -------         -----
<S>                          <C>           <C>          <C>             <C>           <C>
BALANCE,
  JUNE 2, 1999
    (Date of Inception)            -0-     $  -0-       $     -0-       $     -0-     $     -0-

CONTRIBUTION
    OF CAPITAL                                                250                           250

EXCESS OF LIABILITIES
  ASSUMED OVER ASSETS
  ACQUIRED FROM
  SPORTING MAGIC, INC.                                   (204,443)                     (204,443)

REDUCTION OF NOTE
  PAYABLE TO
  SHAREHOLDER                1,250,000      1,250          98,750                       100,000

NET LOSS                                                                  (23,102)      (23,102)
                             ---------     ------       ---------       ---------     ---------

BALANCE,
    MAY 31, 2000             1,250,000      1,250        (105,443)        (23,102)     (127,295)

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

BALANCE,
    MAY 31, 2001             1,250,000     $1,250       $(105,443)      $(241,143)    $(345,336)
                             =========     ======       =========       =========     =========


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 YEAR ENDED MAY 31, 2001 AND
FOR THE PERIOD JUNE 2, 1999
(DATE OF INCEPTION) TO MAY 31, 2000
--------------------------------------------------------------------------------

                                                                   June 2, 1999
                                                                       (Date of
                                                                      Inception)
                                                          May 31,     to May 31,
                                                            2001           2000
                                                        ---------     ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                $(218,041)    $ (23,102)
Adjustments to reconcile net loss to
    net cash used by operating activities:
    Depreciation                                              965           161
    Amortization                                            7,200         3,174
    Changes in operating assets and liabilities:
    Accounts receivable                                   (14,888)       35,385
      Video inventory and production costs                 31,763        (1,072)
      Accounts payable and accrued expenses                64,029       (59,858)
      Security deposits                                       -0-        (2,350)
                                                        ---------     ---------
Net cash used by operating activities                    (128,972)      (47,662)
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                                     (4,824)
Cash acquired from Sporting Magic, Inc.                                   4,091
                                                        ---------     ---------
Net cash used by investing activities                         -0-          (733)
                                                        ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed capital                                                         250
Borrowings from shareholder                               128,850        51,750
                                                        ---------     ---------
Net cash provided by financing activities                 128,850        52,000
                                                        ---------     ---------

NET INCREASE (DECREASE) IN CASH                              (122)        3,605

CASH, BEGINNING OF PERIOD                                   3,605           -0-
                                                        ---------     ---------

CASH, END OF PERIOD                                     $   3,483     $   3,605
                                                        =========     =========


                                                                     (Continued)


                                       20


<PAGE>


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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
FOR THE YEAR ENDED MAY 31, 2001 AND
FOR THE PERIOD JUNE 2, 1999
(DATE OF INCEPTION) TO MAY 31, 2000
--------------------------------------------------------------------------------

                                                                   June 2, 1999
                                                                       (Date of
                                                                      Inception)
                                                          May 31,     to May 31,
                                                            2001           2000
                                                        ---------     ---------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
    Interest                                            $     -0-     $   2,578
    Income taxes                                        $     -0-     $     -0-


SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

In 2000,  the  Company  issued  1,250,000  shares  of its  common  stock for the
satisfaction of $100,000 of a note payable to the Company's sole shareholder.

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 assets acquired and liabilities assumed are as follows:

Cash                                                              $       4,091
Accounts receivable                                                      54,675
Video inventory                                                          41,065
Other assets                                                              1,050
Due to shareholder                                                     (187,962)
Other liabilities                                                      (117,362)
                                                                  -------------

Excess of liabilities assumed over assets acquired                $    (204,443)
                                                                  =============


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.

     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.


                                       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.

     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 2000 represents the California corporate minimum franchise tax.

     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.

     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.

     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, 2001, one customer comprised
     approximately 11.5% of accounts receivable.

     SIGNIFICANT  CUSTOMER - During the period ended May 31,  2001,  no customer
     accounted for over 10% of the Company's net sales.

     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 $5,816.

     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.


                                       23


<PAGE>

     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.

2.   NOTE PAYABLE TO SHAREHOLDER

     The  Company  entered  into  an  agreement  with  its  President  and  sole
     shareholder  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, 2002.

3.   INCOME TAXES

     The Company has net operating  loss  carryforwards  totaling  approximately
     $200,000 for Federal income tax purposes available to offset future taxable
     income through 2021.  Deferred tax assets consist  substantially of the net
     operating  loss  carryforward.  The  Company  has  made  a  100%  valuation
     allowance against the deferred tax asset. 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.

4.   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 $1,695 per month in Encino,
     California  under  a  non-cancelable  operating  lease,  which  expires  in
     February 2002. The Company expects to renew the lease under similar terms.

5.   LEGAL

     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.


                                       24


<PAGE>


6.   FOURTH QUARTER ADJUSTMENT

     Management evaluated the components of its video inventory production costs
     and  determined  that based on projected  sales and losses  experienced  in
     operations  of the workforce  training  video  business,  the net amount of
     $61,000 should be expensed as of May 31, 2001.

7.   MANAGEMENT'S PLANS

     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  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.

                                   ----------


                                       25


<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                         66                President, Chief Executive
                                                      Officer, Chief Financial
                                                      Officer and Director

L. Stephen Albright                 49                Secretary and Director

Dennis Spiegelman                   55                Director

Howard Young                        41                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 picture  consulting firm of


                                       26


<PAGE>


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 of 1998.  In  addition  to his  responsibilities  at Advanced
Knowledge,  he serves as a consultant  to


                                       27


<PAGE>


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, 2001.  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,
2001. We currently have no employment agreement with any officer of the company.

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, 2001, by each person known by Becor  Communications to own beneficially more
than 5% of the  outstanding  Common  Stock,


                                       28


<PAGE>


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
                                    Owned                            Owned
                                    Before the                       Before the
Name and Address                    Offering                         Offering
----------------                    -----------                      ----------

Young Family Trust                  1,250,000(1)                     100.0%


Buddy Young and
Rebecca Young                       1,250,000(1)                     100.0%


Stephen Albright                        -0-                          -0-

Dennis Spiegelman                       -0-                          -0-

Howard Young                            -0-                          -0-

All officers and
directors as a group
(4 persons)                         1,250,000(1)                     100.0%
---------------
(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

     On March 20, 2000, in a transaction  that was  unanimously  approved by the
disinterested  directors of Becor  Communications,  we purchased all of Sporting
Magic's assets relating to its business of producing and distributing  workforce
training  videos.  These assets  included  all rights to the Advanced  Knowledge
name; the  advancedknowledge.com  Web site; four workforce  training videos; and
all cash, accounts  receivable,  inventory,  equipment,  personal property,  and
rights under production and distribution agreements held by Sporting Magic as of
March 20, 2000.


                                       29


<PAGE>


     According to the unaudited  balance sheet of Sporting Magic as of March 20,
2000,  Sporting  Magic had  total  assets of  approximately  $101,000  and total
liabilities of approximately $305,000 at that date.

     At the time of the  acquisition,  our sole  stockholder,  the Young  Family
Trust,  owned 1,976,147 shares of Sporting Magic's common stock. These 1,976,147
shares represented 32.94% of the total ownership of Sporting Magic at that time.
Also,  as  co-trustees  of the Young Family  Trust,  Buddy and Rebecca Young are
considered to be beneficial  owners of these shares.  Mr. Young,  our president,
chief executive officer, chief financial officer and chairman,  currently serves
in the same positions for Sporting Magic.

     In connection with our asset purchase,  we assumed  Sporting Magic's rights
and obligations  under its credit  arrangement with Mr. Young.  Pursuant to that
arrangement,  Mr. Young had agreed to advance, at his discretion, up to $300,000
to the company for operating expenses and the production of training videos. The
loan carried an 8% annual  interest rate evidenced by a secured  promissory note
and a related security agreement.  As of March 20, 2000, Sporting Magic owed Mr.
Young a total of $204,995 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 was due and payable on December 31,  2001.  On February
15, 2001 the note was amended to increase the amount Mr. Young agreed to advance
us, at his sole discretion,  from $300,000 to $500,000, and the payment due date
was changed to December 31, 2002.

     On April 5, 2000,  we issued  1,250,000  shares of our common  stock to the
Young Family Trust in exchange for the  cancellation of $100,000 of indebtedness
under the note to Mr. Young.  As of May 31, 2001 we owed $268,560  principal and
$36,544 interest to Mr. Young under the note.

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


                                       30


<PAGE>


                    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

     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


                                       31


<PAGE>


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

     21.1           Subsidiaries of the Registrant

(b)  REPORTS ON FORM 8-K

     We did not file any  reports on Form 8-K  during the fiscal  year ended May
31, 2001.


                                       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 27, 2001               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 27, 2001                    /S/ BUDDY YOUNG
                                            ------------------------------------
                                            Buddy Young
                                            President, Chief Executive Officer,
                                            Chief Financial Officer and Director
                                            (Principal Executive, Financial and
                                            Accounting Officer)


Date:    August 27, 2001                    /S/ L. STEPHEN ALBRIGHT
                                            ------------------------------------
                                            L. Stephen Albright
                                            Director


Date:    August 27, 2001                    /S/ DENNIS SPIEGELMAN
                                            ------------------------------------
                                            Dennis Spiegelman
                                            Director


                                       33