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

                                 AMENDMENT NO. 1
                                  FORM 10-QSB/A


(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 November 30, 2003.  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 and Accumulated Deficit
             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 ...............................................        12

Item 3.  Controls and Procedures ....................................        18

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings ..........................................        19

Item 2.  Changes in Securities and Use of Proceeds ..................        19

Item 3.  Defaults upon Senior Securities ............................        19

Item 4.  Submission of Matters to a Vote of Security Holders ........        19

Item 5.  Other Information ..........................................        19

Item 6.  Exhibits and Reports on Form 8-K ...........................        19

Signatures ..........................................................        20


                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS


                                       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
Bank overdraft ..............................................             3,727
Accounts payable and accrued expenses .......................            92,823
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>


<TABLE>
ADVANCED MEDIA, INC.

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

<CAPTION>
                                    THREE MONTHS                   SIX MONTHS
                             --------------------------    --------------------------
                                 2003           2002          2003            2002
                             -----------    -----------    -----------    -----------
<S>                          <C>            <C>            <C>            <C>
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 .............          --             --             --             --
                             -----------    -----------    -----------    -----------

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


NET LOSS PER SHARE .......   $     (0.04)   $     (0.00)   $     (0.06)   $     (0.02)
                             ===========    ===========    ===========    ===========

WEIGHTED AVERAGE SHARES
  OUTSTANDING ............     1,900,000      1,900,000      1,900,000      1,900,000
                             ===========    ===========    ===========    ===========
</TABLE>


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 .......................         --           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 ..................         --         (28,397)
         Accounts payable and accrued expenses .....          815        53,389
         Accrued royalties .........................        7,407       (19,760)
         Accrued distribution cost .................         --         (58,265)
                                                        ---------     ---------
Net cash used by operating activities ..............      (86,255)      (79,570)
                                                        ---------     ---------

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

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 ...................         --          13,210
                                                        ---------     ---------
Net cash provided by financing activities ..........       88,204        66,320
                                                        ---------     ---------

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

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

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


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


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


                                       7
<PAGE>


         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.

         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.


                                       8
<PAGE>


         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.

         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


                                       9
<PAGE>


         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.

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


                                       10
<PAGE>


         $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.

         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.


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


                                       11
<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.).


                                       12
<PAGE>


SELECT FINANCIAL INFORMATION

                                                    FOR THE THREE MONTHS ENDED
                                                    11/30/03          11/30/02
                                                   (UNAUDITED)       (UNAUDITED)
                                                    ---------         ---------
Statement of Operations Data
Total revenue ..............................        $  76,145         $  87,843
Operating loss .............................        $ (85,328)        $  (4,352)
Net loss after taxes .......................        $ (85,328)        $  (4,352)
Net loss per share .........................        $    0.04         $    0.00

Balance Sheet Data
Total assets ...............................        $  41,003         $ 114,721
Total liabilities ..........................        $ 258,746         $ 466,171
Stockholder's deficit ......................        $(217,743)        $(351,450)


RESULTS OF OPERATIONS

GENERAL

         Advanced  Media's  core  business is the  development,  production  and
distribution  of management  and general  workforce  training  videos for use by
businesses  throughout the world. In addition to distributing videos produced by
us, we market and  distribute  training  videos  financed  and produced by other
producers, which currently account for approximately 85% of our revenues.

         Workforce training industry trends have demonstrated that the amount of
money  allocated  by  companies  for the  training  of  their  employees  varies
according  to  general  economic  conditions.  In many  cases in a good  economy
training  department  budgets  are  increased,  and as a result  more  funds are
available to purchase  training  videos and other  employee  training  products.
Conversely,  when economic conditions are not good companies tend to cut back on
the amount of funds spent on the purchase of  workforce  training  products.  We
anticipate  that  general  economic  conditions  will  continue to have a direct
material effect on our revenues.

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

         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 a number of our  customers  downsizing  their
personnel  and  lowering  their  budgets for the  purchase of employee  training
products.


                                       13
<PAGE>


         Product  sales made up nearly  100% of the total  revenue in both three
month periods.  Rental of videos were less than 1% of our sales in both periods.
We expect the rentals of videos to continue to represent  approximately the same
percentage of revenues for the foreseeable  future.  Sales of videos produced by
approximately  20 other companies  accounted for  approximately  85% of sales in
both fiscal 2003 and 2002. As a result of our limited financial  resources which
prevent us from financing and producing many new videos, we expect that the sale
of videos  produced by others will  continue to represent  approximately  85% of
revenues.

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.  As we decrease our rate of producing  new videos
due to our limited  financial  resources,  we anticipate  that the cost of goods
sold as a percentage of sales will be approximately  within the 40 to 51 percent
range.

         As  previously  stated,  approximately  85% percent of our revenues are
generated from the sale of videos  produced by third parties.  Our  distribution
contracts with these  producers  vary in the  percentage  discount we receive of
gross sales. These percentage  discounts range between a high of 50% to a low of
35%,  resulting  in our paying a higher  price for the product when we receive a
lower  percentage  discount.  .As we cannot predict which companies will produce
better selling  videos in any one period,  we cannot predict future product mix.
However,  we anticipate  that the cost of goods sold as a percentage of revenues
will to be approximately within the 40 to 51 percent range.

         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 new videos,  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 introduce new videos into
the  marketplace  with  advertising  and  marketing  programs,  much of which we
anticipate will benefit future periods.

         Our  selling  and   marketing   costs  are  directly   related  to  the
introduction of new videos  produced by us. These costs are mainly  comprised of
the  creation of  advertising  and  publicity  materials,  the making of preview
copies of the video to be sent to other distributors,  and for advertising space
in trade publications.


                                       14
<PAGE>


         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.  The main components in these general and administrative expenses are
salaries  for  our  employees,   consulting  fees,  and  professional  fees  for
accounting  and legal  services,  and rent. We  anticipate  that our general and
administrative expenses will continue to increase as we expect to add additional
administrative personnel to support an increased infrastructure.

         Research and  development  expenses  increased  slightly from $1,800 in
2002 to $2,100 in 2003. Our research and development  costs are comprised mainly
of fees paid to writers  for the  initial  preparation  of an outline  for a new
training video. Based on our analysis of the outline's sales potential,  we will
make a decision as to whether or not to move  forward  with the  production.  We
anticipate that such costs will increase slightly as we continue to evaluate and
develop new training videos.

         Interest expense decreased from $5,400 in 2002, to $2,100 in 2003. This
represents a decrease of $3,300.  This  decrease is due to $222,000  owed to the
Company's  President  being  converted  into Advanced  Media common stock during
2003.

         Prior to April 18, 2003, our then parent company, Enhance Biotech, owed
Mr. Young approximately $237,000 in principal and interest and we owed Mr. Young
approximately  $222,000  in  principal  and  interest.  However,  on that  date,
$439,000 of that  combined  debt due to Mr. Young was  converted  into  Advanced
Media common stock as described  below.  The remaining  obligation of $25,000 in
principal  due Mr. Young was assumed by Enhance  Biotech.  In exchange,  Enhance
Biotech  transferred  1,000,000  shares of Advanced  Media  common stock held by
Enhance Biotech to Mr. Young,  thereby converting  approx.  $439,000 of the debt
into equity.

         The net loss  increased  from  $4,000 in 2002 to $85,000  in 2003.  The
cause of this increase is mainly due to production costs incurred on several new
videos  which have not  produced any  significant  revenues to date,  along with
additional personnel and consulting costs to build up our infrastructure.  Based
on the sales  results  to date of the videos  produced  during  2003,  we do not
anticipate that they will have any material impact on future revenues.

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

         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 a number of our  customers  downsizing  their
personnel and lowering their budgets for the purchase of training products.

         Product  sales  made up nearly  100% of the total  revenue  in both six
month periods.  Rental of videos were less than 1% of our sales in both periods.
We expect the rentals of videos to continue to represent  approximately the same
percentage of


                                       15
<PAGE>


revenues for the foreseeable future. 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 introduce new videos into
the  marketplace  with  advertising  and  marketing  programs,  much of which we
anticipate will benefit future periods.

         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.

         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 $222,000 owed to
the Company's  President being converted into Advanced Media common stock during
2003.

         Net loss  increased from $29,000 in 2002 to $121,000 in 2003. The cause
of this  increase  is mainly due to  production  costs  incurred  on several new
videos  which have not  produced any  significant  revenues to date,  along with
additional personnel and consulting costs to build up our infrastructure.


                                       16
<PAGE>


         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 $107,000 through November 30, 2003.

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 the sale of videos  produced by third parties.
85% of our revenue is derived from these sales.  Additionally,  we will continue
to market 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
anticipate  spending  some of our resources on the  production  and marketing of
additional  training  videos  produced by us. 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).

LIQUIDITY AND CAPITAL RESOURCES

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

         We had a bank overdraft of approximately  $13,700 on November 30, 2003.
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  $107,000 in principal under the
note as of November 30, 2003.  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 November 30, 2003).  The line
of credit does not require the Company to meet performance  criteria or maintain
any minimum levels of income or


                                       17
<PAGE>


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 November 30,
2003, was $36,832.

         As of November  30,  2003,  we had a bank  overdraft  of  $13,727.  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.

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

         If funding is  insufficient  at any time in the  future,  we may not be
able to take  advantage  of  business  opportunities  or respond to  competitive
pressures, any of which could have a negative impact on the business,  operating
results and financial condition.  In addition,  if additional shares were issued
to obtain financing,  current shareholders may suffer a dilutive effect on their
percentage of stock ownership in Advanced Media.

ITEM 3. CONTROLS AND PROCEDURES

         The principal  executive officer and principal financial officer of the
Company,  who are the same person ("the Certifying Officer") with the assistance
of advisors,  evaluated  the  effectiveness  of the design and  operation of the
Company's   disclosure   controls   and   procedures   (as  defined  in  section
240.13a-14(c) and 240.15d-14(c)  under the Exchange Act) within 90 days prior to
the filing of this annual  report.  Based upon the  evaluation,  the  Certifying
Officer  concludes  that the Company's  disclosure  controls and  procedures are
effective in timely alerting management to material  information relative to the
Company which is required to be disclosed in its periodic filings with the SEC.


                                       18
<PAGE>


         There were no significant changes in the Company's internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of their  evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.




                                     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.



                                       19
<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: April 14, 2004             /S/ BUDDY YOUNG
                                  ----------------------------------------------
                                  Buddy Young, President and
                                  Chief Executive Officer


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