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

                                   Form 10-QSB

(Mark One)
[X]      Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange
         Act of 1934

                For the quarterly period ended November 30, 2003


[_]      Transition Report under Section 13 or 15(d) of the Exchange Act for the
         Transition Period from ________ to ___________

                         Commission File Number: 0-50333

                              ADVANCED MEDIA, INC.
        (Exact name of small business issuer as specified in its charter)

         Delaware                                                95-4810658
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                       17337 Ventura Boulevard, Suite 208
                            Encino, California 91316
                    Issuer's Telephone Number: (818) 784-0040
            (Address and phone number of principal executive offices)



         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 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 [_]   No [X]

         The  Registrant has 1,920,000  shares of Common stock,  par value $.001
per share issued and  outstanding as of January 31, 2004.  There is currently no
public market for the Company's Common stock.

         Traditional Small Business Disclosure Format (check one)

                                Yes [_]   No [X]


<PAGE>


                            INDEX TO QUARTERLY REPORT
                                 ON FORM 10-QSB



PART I   FINANCIAL INFORMATION
                                                                            PAGE
Item 1.    Financial Statements .........................................      3
           Balance Sheet
               November 30, 2003 ........................................      4
           Statements of Operations
               For the Three- and Six-Month Periods
               Ended November 30, 2003 and 2002 .........................      5
           Statements of Cash Flows
               For the Six Months Ended
               November 30, 2003 and 2002 ...............................      6
           Notes to Financial Statements ................................      7

Item 2.    Management's Discussion and Analysis or Plan
           of Operation .................................................     13


PART II    OTHER INFORMATION

Item 1.    Legal Proceedings ............................................     18

Item 2.    Changes in Securities and Use of Proceeds ....................     18

Item 3.    Defaults upon Senior Securities ..............................     18

Item 4.    Submission of Matters to a Vote of Security Holders ..........     18

Item 5.    Other Information ............................................     18

Item 6.    Exhibits and Reports on Form 8-K .............................     18

Signatures ..............................................................     19


                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

                (Financial Statements Commence on Following Page)


                                       3
<PAGE>


ADVANCED MEDIA, INC.


BALANCE SHEET (UNAUDITED)
--------------------------------------------------------------------------------

                                                                    November 30,
                                                                         2003
                                                                      ---------
ASSETS

ACCOUNTS RECEIVABLE, Net of allowance
  for doubtful accounts of $45,897 ..........................         $  32,465

PROPERTY AND EQUIPMENT, Net of accumulated
  depreciation of $5,468 ....................................             6,241

PREPAID EXPENSES AND OTHER ASSETS ...........................             2,297
                                                                      ---------

TOTAL ASSETS ................................................         $  41,003
                                                                      =========


LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES:
Line of credit ..............................................         $  36,832
Accounts payable and accrued expenses .......................            96,550
Accrued royalties ...........................................            15,504
Note payable to shareholder .................................           107,000
Accrued interest due to shareholder .........................             2,060
Due to related party ........................................               800
                                                                      ---------
Total liabilities ...........................................           258,746
                                                                      ---------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
Common stock, par value - $.001;
    25,000,000 shares authorized; 1,920,000
    shares issued and outstanding ...........................             1,920
Additional paid-in capital ..................................           172,079
Accumulated deficit .........................................          (391,742)
                                                                      ---------
Total shareholders' deficit .................................          (217,743)
                                                                      ---------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT .................         $  41,003
                                                                      =========


See accompanying notes to financial statements.


                                       4
<PAGE>


ADVANCED MEDIA, INC.


STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE THREE AND SIX MONTHS ENDED
NOVEMBER 30, 2003 AND 2002 (UNAUDITED)
--------------------------------------------------------------------------------

                                    THREE MONTHS               SIX MONTHS
                               ----------------------    ----------------------
                                  2003         2002         2003         2002
                               ---------    ---------    ---------    ---------

REVENUES ...................   $  76,145    $  87,843    $ 157,899    $ 173,897

COST OF REVENUES ...........      63,894       37,058       90,760       76,504
                               ---------    ---------    ---------    ---------

GROSS PROFIT ...............      12,251       50,785       67,139       97,393
                               ---------    ---------    ---------    ---------

EXPENSES:
Selling and marketing ......      39,501       29,590       70,234       58,955
General and administrative .      53,837       18,396      109,262       50,550
Research and development ...       2,100        1,750        5,841        6,524
Interest expense ...........       2,141        5,401        3,210       10,541
                               ---------    ---------    ---------    ---------
Total expenses .............      97,579       55,137      188,547      126,570
                               ---------    ---------    ---------    ---------

LOSS BEFORE INCOME TAXES ...     (85,328)      (4,352)    (121,408)     (29,177)

INCOME TAXES ...............         -0-          -0-          -0-          -0-
                               ---------    ---------    ---------    ---------

NET LOSS ...................   $ (85,328)   $  (4,352)    (121,408)     (29,177)
                                                         =========    =========

ACCUMULATED DEFICIT,
  BEGINNING OF PERIOD ......                              (270,334)    (216,830)
                                                         ---------    ---------

ACCUMULATED DEFICIT,
  END OF PERIOD ............                             $(391,742)   $(246,007)
                                                         =========    =========


See accompanying notes to financial statements.


                                       5
<PAGE>


ADVANCED MEDIA, INC.


STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2003 AND 2002 (UNAUDITED)
--------------------------------------------------------------------------------

                                                           2003          2002
                                                        ---------     ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ...........................................    $(121,408)    $ (29,177)
Adjustments to reconcile net loss
     to net cash used by operating activities:
     Provision for bad debts .......................          -0-         3,238
     Depreciation and amortization .................        1,021         1,626
     Changes in operating assets and
         liabilities:
         Accounts receivable .......................       25,804         1,255
         Property and equipment and other assets ...          106        (3,479)
         Related party receivable ..................          -0-       (28,397)
         Accounts payable and accrued expenses .....          815        53,389
         Accrued royalties .........................        7,407       (19,760)
         Accrued distribution cost .................          -0-       (58,265)
                                                        ---------     ---------
Net cash used by operating activities ..............      (86,255)      (79,570)
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES -
     Purchase of equipment .........................       (1,949)          -0-
                                                        ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Bank overdraft .....................................        1,204        13,610
Net borrowings from shareholder ....................       87,000        39,500
Net borrowings on line of credit ...................          -0-        13,210
                                                        ---------     ---------
Net cash provided by financing activities ..........       88,204        66,320
                                                        ---------     ---------

NET DECREASE IN CASH ...............................          -0-       (13,250)

CASH, BEGINNING OF PERIOD ..........................          -0-        13,250
                                                        ---------     ---------

CASH, END OF PERIOD ................................    $     -0-      $    -0-
                                                        =========     =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION:
Cash paid for interest .............................    $   1,152     $     129
Cash paid for income taxes .........................    $     -0-     $     -0-


See accompanying notes to financial statements.


                                       6
<PAGE>


ADVANCED MEDIA, INC.


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

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BUSINESS   DESCRIPTION  -  Advanced  Media,  Inc.   (formerly  Advanced
         Knowledge,   Inc.;  the  "Company")  is  engaged  in  the  development,
         production and distribution of training and educational  video products
         and services.

         From the Company's  inception to April 18, 2003, it was a  wholly-owned
         subsidiary  of  Enhance  Biotech,  Inc.  ("Enhance"),   formerly  Becor
         Communications,  Inc. On April 18, 2003,  Enhance  agreed to transfer 1
         million  shares of the Company's  common stock held by them in exchange
         for forgiveness of debt of  approximately  $434,000 due to Buddy Young,
         the Company's  President  and majority  shareholder.  Accordingly,  the
         Company is no longer a wholly-owned subsidiary of Enhance Biotech after
         April 18, 2003.

         UNCLASSIFIED BALANCE SHEET - In accordance with the provisions of AICPA
         Statement of Position 00-2, "ACCOUNTING BY PRODUCERS OR DISTRIBUTORS OF
         FILMS",  the  Company has  elected to present an  unclassified  balance
         sheet.

         PERVASIVENESS OF ESTIMATES - The preparation of financial statements in
         conformity with accounting  principles generally accepted in the United
         States  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.

         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
         November  30,  2003,  no  customer  accounted  for over 10% of accounts
         receivable.

         FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  - The  carrying  value  of all
         financial   instruments   potentially   subject   to   valuation   risk
         (principally  consisting of accounts  receivable,  accrued


                                       7
<PAGE>


         expenses  and note  payable)  approximates  fair value due to the short
         term maturities of such instruments.

         ACCOUNTS   RECEIVABLE  -  Accounts   receivable  are  reported  at  the
         customers'   outstanding  balances  less  any  allowance  for  doubtful
         accounts.  Interest is not accrued on overdue accounts receivable.  The
         Company  normally  does not  require  advance  payments  on  orders  of
         products.

         ALLOWANCE FOR DOUBTFUL  ACCOUNTS - The allowance for doubtful  accounts
         on accounts  receivable  is charged to income in amounts  sufficient to
         maintain the allowance for uncollectible accounts at a level management
         believes  is  adequate  to  cover  any  probable   losses.   Management
         determines the adequacy of the allowance based on historical  write-off
         percentages  and  information   collected  from  individual  customers.
         Accounts   receivable  are  charged  off  against  the  allowance  when
         collectibility  is determined to be permanently  impaired  (bankruptcy,
         lack of contact, account balance over one year old, etc.).

         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 $11,709.

         LONG-LIVED  ASSETS - Statement of Financial  Accounting  Standards  No.
         121,  "Accounting  For The  Impairment  of  Long-Lived  Assets  and For
         Long-Lived  Assets to Be Disposed of",  requires that long-lived assets
         be reviewed for impairment  whenever events or changes in circumstances
         indicate  that the  historical  cost-carrying  value of an asset may no
         longer be  appropriate.  The  Company  assesses  recoverability  of the
         carrying  value of an asset by  estimating  the  future  net cash flows
         expected to result from the asset,  including eventual disposition.  If
         the  future  net cash  flows  are less than the  carrying  value of the
         asset, an impairment  loss is recorded equal to the difference  between
         the asset's carrying value and fair value. This standard did not have a
         material effect on the Company's  results of operations,  cash flows or
         financial position.

         STOCK SPLIT - During  April  2003,  the Board of  Directors  approved a
         forward   stock  split  of  2,500  to  1.  The  stock  split  has  been
         retroactively reflected in the financial statements.


                                       8
<PAGE>


         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.  The Company's  products may
         not be returned by the customer  unless damaged or defective,  in which
         case the product is replaced.  Such returns have been negligible  since
         inception. Accordingly, the Company has made no provision for returns.

         SEGMENT  DISCLOSURE - During the quarter  ended  November 30, 2003,  no
         customer accounted for over 10% of the Company's net sales.

         ADVERTISING  EXPENSE - The  Company  had no  advertising  costs for the
         quarters ended  November 30, 2003 and November 30, 2002,  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.

         RECENTLY-ISSUED  ACCOUNTING  PRONOUNCEMENTS  - In June  2002,  the FASB
         issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal
         Activities", which nullifies EITF Issue 94-3. SFAS 146 is effective for
         exit and disposal activities that are initiated after December 31, 2002
         and requires  that a liability  for a cost  associated  with an exit or
         disposal  activity  be  recognized  when the  liability  is incurred in
         contrast  to the date of an  entity's  commitment  to an exit plan,  as
         required by EITF Issue 94-3.  The Company does not expect any effect on
         its financial  position or results of  operations  from the adoption of
         this statement.


                                       9
<PAGE>


         In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
         Compensation--Transition   and   Disclosure",   an  amendment  of  FASB
         Statement No. 123,  "Accounting  for  Stock-Based  Compensation".  This
         Statement  provides  alternative  methods of transition for a voluntary
         change to the fair value based  method of  accounting  for  stock-based
         employee   compensation.   In  addition,   this  Statement  amends  the
         disclosure   requirements   of  Statement  123  to  require   prominent
         disclosures in both annual and interim  financial  statements about the
         method of accounting  for  stock-based  employee  compensation  and the
         effect of the method used on  reported  results.  The Company  does not
         expect any effect on its  financial  position or results of  operations
         from the adoption of this Statement.

         In January 2003, the FASB issued  Interpretation 46,  "Consolidation of
         Variable  Interest  Entities,  an  interpretation  of ARB No. 51". This
         Interpretation   requires  a  company  to  consolidate   the  financial
         statements of a "Variable  Interest  Entity"  ("VIE"),  sometimes  also
         known as a "special purpose entity", even if the entity does not hold a
         majority equity interest in the VIE. The  Interpretation  requires that
         if a business  enterprise has a "controlling  financial  interest" in a
         VIE, the assets, liabilities,  and results of the activities of the VIE
         should be included in consolidated  financial  statements with those of
         the business  enterprise,  even if it holds a minority equity position.
         This  Interpretation  was effective  immediately  for all VIE's created
         after  January 31, 2003;  for the first  fiscal year or interim  period
         beginning  after  June 15,  2003 for VIE's in which a  company  holds a
         variable interest that it acquired before February 1, 2003. The Company
         does not  expect  any effect on its  financial  position  or results of
         operations from the adoption of this Interpretation.

         In May  2003,  the  FASB  issued  SFAS  150,  "Accounting  for  Certain
         Financial  Instruments  with  Characteristics  of Both  Liabilities and
         Equity". This Statement establishes standards for how an issuer of debt
         or equity  classifies and measures certain  financial  instruments with
         characteristics  of both  liabilities  and equity.  It requires that an
         issuer  classify a financial  instrument  that is within its scope as a
         liability  (or  an  asset  in  some   circumstances).   Many  of  those
         instruments  were  previously  classified as equity.  This Statement is
         effective for financial  instruments entered into or modified after May
         31, 2003,  and  otherwise  is  effective at the  beginning of the first
         interim  period  beginning  after June 15,  2003.  The Company does not
         expect any effect on its  financial  position or results of  operations
         from the adoption of this Statement.


                                       10
<PAGE>


2.       NOTE PAYABLE TO SHAREHOLDER

         The Company  entered into an agreement  with its President and majority
         shareholder  to borrow up to $350,000 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, 2005.

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.       FORGIVENESS OF DEBT

         In January 2003, the Company's Board of Directors agreed to forgive all
         inter-company  receivables  and payables with the  Company's  corporate
         parent, at that time, Enhance.  Based on the related party relationship
         of the  Companies,  the amount  has been  recorded  against  additional
         paid-in capital.

5.       INCOME TAXES

         The   Company   has  net   operating   loss   carryforwards   totalling
         approximately  $161,000 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 $46,000 due to the net loss
         incurred in 2003.  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.

6.       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.


                                       11
<PAGE>


         The  Company  leases  its  operating  facility  for $1,796 per month in
         Encino,  California  under  a  non-cancelable  operating  lease,  which
         expired in February 2003;  after February 2003, the Company's  lease is
         month-to-month.  Rent expense was approximately  $10,400 and $5,400 for
         the  six  months  ended  November  30,  2003  and  November  30,  2002,
         respectively.

7.       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.

8.       REGISTRATION STATEMENT

         The  Company  has filed a Form 10-SB  Registration  statement  with the
         Securities and Exchange Commission.  As of the date of this report, the
         Form 10-SB has not become effective.


                                       12
<PAGE>


ADVANCED MEDIA,, INC.

ITEM 2.  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 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 four
accounting policies that we believe are key to an understanding of our financial
statements.  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.  Based
on the nature of our  product,  we do not accept  returns.  Damaged or defective
product is replaced upon receipt.  Such returns have been  negligible  since the
Company's inception.

         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.

         The third critical  accounting  policy relates to accounts  receivable.
Accounts receivable are reported at the customers' outstanding balances less any
allowance  for doubtful  accounts.  Interest is not accrued on overdue  accounts
receivable.  The Company normally does not require advance payments on orders of
products.

         The fourth  critical  accounting  policy  relates to the  allowance for
doubtful accounts. The allowance for doubtful accounts on accounts receivable is
charged  to  income  in  amounts   sufficient  to  maintain  the  allowance  for
uncollectible  accounts at a level management  believes is adequate to cover any
probable  losses.  Management  determines the adequacy of the allowance based on
historical  write-off  percentages  and  information  collected from  individual
customers.  Accounts  receivable  are charged off  against  the  allowance  when
collectibility  is determined to be permanently  impaired  (bankruptcy,  lack of
contact, account balance over one year old, etc.).


                                       13
<PAGE>


THREE-MONTH  PERIOD ENDED NOVEMBER 30, 2003 COMPARED TO THREE-MONTH PERIOD ENDED
NOVEMBER 30, 2002

GENERAL

         Our revenues  for the three month  period ended  November 30, 2003 were
approximately $76,000.  Revenues for the prior three month period ended November
30, 2002,  were  approximately  $88,000.  This represents a decrease of $12,000.
This decrease was mainly due to general  economic  conditions  during this three
month period.

         Net  product  sales  made up nearly  100% of the total  revenue in both
three month periods.  Sales of videos produced by other companies  accounted for
approximately 85% of sales in both fiscal 2003 and 2002.

COSTS AND EXPENSES

         From 2002 to 2003, the cost of goods sold during the three month period
ended  November  30,  increased  from  $37,000 to $64,000.  This  represents  an
increase of $27,000.  The cost of goods sold as a percent of sales  increased by
approximately  42%  (43% in  2002 to 85% in  2003).  This  is  primarily  due to
production  costs  incurred on several new videos  which have not  produced  any
significant revenues to date. Total operating expenses increased from $55,000 in
the three month period ended November 30, 2002 to $98,000 during the same period
in 2003. This represents an increase of $43,000. This increase was due primarily
to marketing expenditures incurred for the launching of a new video,  additional
consulting fees, and additional payroll expenses for administrative personnel.

         Selling  and  marketing  expenses  increased  from  $30,000  in 2002 to
$40,000 in 2003. This represents an increase of $10,000. 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.

         General and  administrative  expenses increased from $18,000 in 2002 to
$54,000 in 2003. This  represents an increase of $36,000.  This increase was the
result of increased  payroll and benefits for  professional  and  administrative
personnel.  We  anticipate  that our general and  administrative  expenses  will
increase as we add additional  administrative personnel to support the increased
infrastructure.

         Research and  development  expenses  increased  slightly from $1,800 in
2002 to $2,100 in 2003. We anticipate that such costs will increase  slightly as
we create and develop new training video products.


                                       14
<PAGE>


         Interest expense decreased from $5,400 in 2002, to $2,100 in 2003. This
represents a decrease of $8,000.  This decrease is due to a major portion of the
debt owed to the Company's President being converted into equity during 2003.

         The net loss  increased  from  $4,000 in 2002 to $85,000  in 2003.  The
cause of this  increase is mainly due to  additional  personnel  and  consulting
costs to build up our infrastructure.

SIX MONTH PERIOD FISCAL 2003 COMPARED TO SIX MONTH PERIOD FISCAL 2002

GENERAL

         Our  revenues  for the six month  period  ended  November 30, 2003 were
approximately  $158,000.  Revenues for the prior six month period ended November
30, 2002, were  approximately  $174,000.  This represents a decrease of $16,000.
This  decrease  was mainly due to general  economic  conditions  during this six
month period.

         Net product  sales made up nearly 100% of the total revenue in both six
month  periods.  Sales of  videos  produced  by other  companies  accounted  for
approximately 85% of sales in both fiscal 2003 and 2002.

COSTS AND EXPENSES

         From 2002 to 2003,  the cost of goods sold during the six month  period
ended  November  30,  increased  from  $77,000 to $91,000.  This  represents  an
increase of $14,000.  The cost of goods sold as a percent of sales  increased by
approximately 15% (43% in 2002 to 58% in 2003) several new videos which have not
produced any significant  revenues to date. Total operating  expenses  increased
from $127,000 in the six month period ended November 30, 2002 to $189,000 during
the same period in 2003. This  represents an increase of $62,000.  This increase
was due primarily to marketing  expenditures incurred for the launching of a new
video,   additional   consulting  fees,  and  additional  payroll  expenses  for
administrative personnel. Our fixed overhead,  consisting primarily of rent, was
approximately  $20,000 in 2002 and $16,000 in 2003.  This decrease  represents a
downsizing  of  facility  use in 2003.  For  fiscal  2004,  we  anticipate  that
operating  expenses  will run higher than 2003.  This is mainly due to increased
payroll expenses for sales and  administrative  personnel.  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  $59,000  in 2002 to
$70,000 in 2003. This represents an increase of $11,000. 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.


                                       15
<PAGE>


         General and  administrative  expenses increased from $51,000 in 2002 to
$109,000 in 2003. This represents an increase of $58,000.  This increase was the
result of increased  payroll and benefits for  professional  and  administrative
personnel.  We  anticipate  that our general and  administrative  expenses  will
increase as we add additional  administrative personnel to support the increased
infrastructure.

         Research and  development  expenses  decreased  slightly from $6,500 in
2002 to $6,000 in 2003. We anticipate that such costs will increase  slightly as
we create and develop new training video products.

         Interest  expense  decreased  from $11,000 in 2002,  to $3,000 in 2003.
This represents a decrease of $8,000. This decrease is due to a major portion of
the debt owed to the  Company's  President  being  converted  into equity during
2003.

         The net loss  increased  from $29,000 in 2002 to $121,000 in 2003.  The
cause of this  increase is mainly due to  additional  personnel  and  consulting
costs to build up our infrastructure.

         We have an agreement  with our  President and majority  shareholder  to
fund any shortfall in cash flow up to $350,000 at 8% interest  through  December
31, 2004.  Repayment is to be made when funds are available  with the balance of
principal  and  interest  due  December  31,  2005.  The  Company  has  borrowed
approximately $120,000 through January 31, 2004.

PLAN OF OPERATION

         We will  continue  to devote our limited  resources  to  marketing  and
distributing  workforce training videos and related training materials.  At this
time these  efforts  are  focused on three  videos  produced  by us,  "The Cuban
Missile Crisis: A Case Study In Decision Making And Its Consequences,"  "What It
Really  Takes To Be A World  Class  Company,"  "How Do You Put A Giraffe  In The
Refrigerator?." "In addition,  we anticipates  spending some of our resources on
the production of additional training videos, and the marketing and distribution
of training  videos produced by other  companies.  The amount of funds available
for these expenditures will be determined by cash flow from operations,  as well
as, our ability to raise capital through an equity offering or further borrowing
from our President,  and other traditional  borrowing  sources.  There can be no
assurance that we will be successful in these efforts.

         Management  expects  that sales of its videos and  training  materials,
along with  available  funds under an agreement  with its President and majority
shareholder should satisfy its cash requirements  through December 31, 2004. The
Company's  marketing  expenses and the production of new training videos will be
adjusted accordingly.

         We currently have 4 employees.  If cash resources  permit,  the Company
plans to increase its employees to 6 during calendar 2004 (2  administrative,  4
sales).


                                       16
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

         We are a company with a limited  operating history and a history of net
losses.

         We had a cash balance of approximately  $12,700 on January 31, 2004. We
have an  agreement  with our  President  and  majority  shareholder  to fund any
shortfall in cash flow up to $350,000 at 8% interest  through December 31, 2004.
We owed our President a total of  approximately  $120,000 in principal under the
note as of January 31,  2004.  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, 2005.

         The Company has a revolving  line of credit with Bank of America.  This
line of credit  permits the Company to borrow up to $40,000.  The line of credit
is guaranteed by the Company's  President.  Interest is payable monthly at 2.22%
above the bank's prime rate of interest (6.22% at January 31, 2004). The line of
credit does not require the Company to meet performance criteria or maintain any
minimum  levels of income or assets.  It does  require  the  company to maintain
insurance,  maintain a modern system of accounting in accordance  with generally
accepted accounting  principles ("GAAP") and to comply with the law. The Company
is in  compliance  with the  terms and  conditions  of the line of  credit.  Our
outstanding balance as of January 31, 2004, was $36,860.

         As of  August  31,  2003,  we  had a bank  overdraft  of  $11,000.  The
overdraft  was a result  of the  timing  in  depositing  funds  advanced  by the
Company's  President to cover checks written.  We have instituted  procedures to
prevent future  overdraft  situations  and do not expect such a reoccurrence  to
happen in the future. No further overdraft has occurred since August 31, 2003.

         Our allowance for doubtful accounts significantly increased from 45% of
gross receivables at May 31, 2003, to 59% at November 30, 2003. Based on the few
full-time  staff  we had  available  earlier  in our  year,  collections  of our
receivables  were  not  adequately  followed  up on.  Based  on  the  age of the
receivables,  we  provided a  conservative  allowance  in each  period.  We have
instituted  procedures to insure more timely  follow-up on past due accounts and
do not expect our allowance to be a significant portion of our total receivables
in the future.

         If revenues from the sale of our videos do not provide sufficient funds
to maintain  operations,  then we believe the raising of funds  through  further
borrowings  from  our  President  or  traditional   borrowing  sources  will  be
sufficient to satisfy our budgeted cash requirements  through December 31, 2004.
As stated above,  we may attempt a private  placement  sale of our common stock.
Further, our ability to pursue any business opportunity that requires us to make
cash  payments  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


                                       17
<PAGE>


planned videos or delay any business transaction  requiring the payment of cash,
or both.


                                     PART II
                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS      None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS       None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES      None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         During the quarter ended  November 30, 2003, no matters were  submitted
         to the Company's security holders.

ITEM 5.  OTHER INFORMATION     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         31.1     Certification of CEO Pursuant to Securities Exchange Act Rules
                  13a-14 and 15d-14,  as Adopted  Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

         32.1     Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


                                       18


<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                     ADVANCED MEDIA, INC.
                                                     (Registrant)


Dated: February 9, 2004                              /S/ BUDDY YOUNG
                                                     ---------------------------
                                                     Buddy Young, President and
                                                     Chief Executive Officer


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