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

                                  FORM 10-QSB/A
                                 Amendment No. 1

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

                For the quarterly period ended February 29, 2004


[_]  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 March 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, February 29, 2004..............................        4

         Statements of Operations and Accumulated Deficit
             For the Three Months and Nine Months Ended
             February 29, 2004 and February 28, 2003...................        5

         Statements of Cash Flows
             For the Nine Months Ended
             February 29, 2004 and February 28, 2003...................        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

Signature..............................................................       20


                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS


                                       3
<PAGE>


ADVANCED MEDIA, INC.

BALANCE SHEET (UNAUDITED)
FEBRUARY 29, 2004
--------------------------------------------------------------------------------

ASSETS

CASH ........................................................         $   6,788

ACCOUNTS RECEIVABLE, Net of allowance
  for doubtful accounts of $45,897 ..........................            66,892

PROPERTY AND EQUIPMENT, Net of accumulated
  depreciation of $5,968 ....................................             5,741

PREPAID EXPENSES AND OTHER ASSETS ...........................             2,296
                                                                      ---------

TOTAL ASSETS ................................................         $  81,717
                                                                      =========


LIABILITIES AND SHAREHOLDERS' DEFICIT

LIABILITIES:
Line of credit ..............................................         $  36,832
Accounts payable and accrued expenses .......................           123,950
Accrued royalties ...........................................            20,770
Note payable to shareholder .................................           140,000
Accrued interest due to shareholder .........................             4,573
Due to related party ........................................               800
                                                                      ---------
Total liabilities ...........................................           326,925
                                                                      ---------

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 .........................................          (419,207)
                                                                      ---------
Total shareholders' deficit .................................          (245,208)
                                                                      ---------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT .................         $  81,717
                                                                      =========

See accompanying notes to financial statements.


                                        4
<PAGE>


<TABLE>
ADVANCED MEDIA, INC.

STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT (UNAUDITED)
FOR THE THREE MONTHS AND NINE MONTHS ENDED
FEBRUARY 29, 2004 AND FEBRUARY 28, 2003
--------------------------------------------------------------------------------
<CAPTION>
                                     THREE MONTHS                  NINE MONTHS
                             --------------------------    --------------------------
                                 2004           2003           2004           2003
                             -----------    -----------    -----------    -----------
<S>                          <C>            <C>            <C>            <C>
REVENUES .................   $   131,707    $   126,480    $   289,236    $   300,377

COST OF REVENUES .........        57,233         50,106        148,020        126,610
                             -----------    -----------    -----------    -----------

GROSS PROFIT .............        74,474         76,374        141,216        173,767
                             -----------    -----------    -----------    -----------

EXPENSES:
Selling and marketing ....        34,641         57,157        104,489        116,112
General and administrative        58,195         28,782        168,560         79,332
Research and development .         5,401          4,950         10,925         11,474
                             -----------    -----------    -----------    -----------
Total expenses ...........        98,237         90,889        283,974        206,918
                             -----------    -----------    -----------    -----------

LOSS FROM OPERATIONS .....       (23,763)       (14,515)      (142,758)       (33,151)

OTHER EXPENSE - Interest .        (2,903)        (6,102)        (6,115)       (16,643)
                             -----------    -----------    -----------    -----------

LOSS BEFORE INCOME TAXES .       (26,666)       (20,617)      (148,873)       (49,794)

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

NET LOSS .................   $   (27,466)   $   (20,617)   $  (148,873)   $   (49,794)
                             ===========    ===========    ===========    ===========


NET LOSS PER SHARE .......   $     (0.01)   $     (0.01)   $     (0.08)   $     (0.03)
                             ===========    ===========    ===========    ===========

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 (UNAUDITED)
FOR THE NINE MONTHS ENDED
FEBRUARY 29, 2004 AND FEBRUARY 28, 2003
--------------------------------------------------------------------------------

                                                            2004         2003
                                                         ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .............................................   $(148,873)   $ (49,794)
Adjustments to reconcile net loss to net cash used
     by operating activities:
     Depreciation and amortization ...................       1,521        1,626
     Reserve for bad debts ...........................       2,231         --
     Changes in operating assets and liabilities:
         Accounts receivable .........................     (10,854)      (8,420)
         Accounts payable and accrued expenses .......      47,128       10,630
         Prepaid expenses and other assets ...........         107       (1,367)
                                                         ---------    ---------
Net cash used by operating activities ................    (108,740)     (47,325)
                                                         ---------    ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from shareholder ......................     120,000      117,157
Bank overdraft .......................................      (2,523)      22,119
Borrowings on note payable ...........................        --         13,210
Related party advances ...............................        --       (118,411)
                                                         ---------    ---------
Net cash provided by financing activities ............     117,477       34,075
                                                         ---------    ---------

NET CHANGE IN CASH ...................................       6,788      (13,250)

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

CASH, END OF PERIOD ..................................   $   6,788    $    --
                                                         =========    =========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
         INFORMATION:
Cash paid for interest ...............................   $    --      $   1,400
Cash paid for income taxes ...........................   $     800    $   1,236


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
         February  29,  2004,  one  customer   accounted  for  26%  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, age of account balance, 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 - The Company recognizes revenue in accordance with
         Staff Accounting  Bulletin No. 101,  "Revenue  Recognition in Financial
         Statements,"  (SAB 101).  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.

         SIGNIFICANT  CUSTOMER - During the nine months ended February 29, 2004,
         one customer accounted for 11% of the Company's net sales.


                                        8
<PAGE>


         ADVERTISING EXPENSE - The Company had no advertising costs for the nine
         months ended February 29, 2004 and February 28, 2003, 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 at Mary 31, 2003 for Federal income tax purposes
         available to offset future taxable  income  through 2023.  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


                                       10
<PAGE>


         approximately  $46,000 due to the net loss  incurred in fiscal 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 $2,100 per month in
         Encino,  California  under an operating  lease which  expires in August
         2005.  Rent expense was  approximately  $15,600 and $8,000 for the nine
         months ended February 29, 2004 and February 28, 2003, 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.


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


                                       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, age of account balance, etc.).


                                       12
<PAGE>


SELECTED FINANCIAL INFORMATION

                                  THREE MONTHS ENDED        NINE MONTHS ENDED
                                02/29/04     02/28/03     02/29/04     02/28/03
                              (unaudited)  (unaudited)  (unaudited)  (unaudited)
                               ---------    ---------    ---------    ---------

Statement of Operations Data
Total revenue ..............   $ 131,707    $ 126,480    $ 289,236    $ 300,377
Operating loss .............   $ (23,763)   $ (14,515)   $(142,758)   $ (33,151)
Net loss after taxes .......   $ (27,466)   $ (20,617)   $(148,873)   $ (49,794)

Balance Sheet Data
Total assets ...............   $  81,717    $  74,473
Total liabilities ..........   $ 326,925    $ 586,704
Stockholder's deficit ......   $(245,208)   $(513,130)

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 sluggish 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
effect on our revenues.

THREE-MONTH  PERIOD ENDED FEBRUARY 29, 2004 COMPARED TO THREE-MONTH PERIOD ENDED
FEBRUARY 28, 2003

REVENUES

         Our revenues  for the three month  period ended  February 29, 2004 were
$131,707.  Revenues for the prior three month  period  ended  February 28, 2003,
were $126,480.  This represents an increase of $5,227. This increase during this
period was mainly  due to the  purchase  of  training  videos by a new  customer
located in Dallas, Texas.


                                       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
other companies accounted for approximately 85% of sales in both fiscal 2004 and
2003.  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 2003 to 2004, the cost of goods sold during the three month period
ended February 29, 2004,  increased from $50,106 to $57,233.  This represents an
increase of $7,127.  The cost of goods sold as a percent of sales  increased  by
approximately 3% (40% in 2003 to 43% in 2004). This increase is primarily due to
the sale of a number of third  party  videos  from  several  producers  which we
contractually  receive a lower percentage  discount,  causing us to pay a higher
price for the product.

         As stated earlier,  approximately  85% of our revenue is generated from
the  sale  of  training   videos  produced  by  companies  with  which  we  have
distribution contracts with. The terms of these distribution contracts vary with
regard to percentage of discount we receive. These discounts range from a low of
35% to a high of 50% of gross  receipts.  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 be approximately within the 40 to 50 percent range.

         Total  operating  expenses  increased  from  $90,889 in the three month
period ended February 28, 2003 to $98,237  during the same period in 2004.  This
represents an increase of $7,348.

         Selling  and  marketing  expenses  decreased  from  $57,157  in 2003 to
$34,641 in 2004.  This  represents a decrease of $22,516.  This decrease  during
this period of approximately  40% in selling and marketing expense resulted from
the fact that we did not introduce into the marketplace any new training videos.

         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.

         General and  administrative  expenses increased from $28,782 in 2003 to
$58,195 in 2004.  This  represents  an increase of $29,413.  This  increase  was
primarily the result of consulting fees paid to manage our administrative office
duties ($20,300),  the change in our accounting clerk to full-time  ($5,000) and
increased  professional  fees due to the  filing of our Form 10SB  ($4,000).  We
anticipate  that our  general  and


                                       14
<PAGE>


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 $4,950 in
2003 to $5,401 in 2004. 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 $6,102 in 2003, to $2,903 in 2004. This
represents a decrease of $3,199.  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.

NINE MONTH  PERIOD ENDED  FEBRUARY 29, 2004  COMPARED TO NINE MONTH PERIOD ENDED
FEBRUARY 28, 2003

REVENUES

         Our revenues  for the nine month  period  ended  February 29, 2004 were
$289,236. Revenues for the prior nine month period ended February 28, 2003, were
$300,377. This represents a decrease of $11,141. As stated earlier, our revenues
are  directly  impacted by the general  state of the  economy.  During this nine
month period many  companies were  downsizing  rather than hiring new employees,
and at the same  time  reducing  the  amount  of funds  available  for  employee
training.  We believe  this is the main cause of the  decrease  in our  revenues
during this period.

         Net product sales made up nearly 100% of the total revenue in both nine
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
other companies accounted for approximately 85% of sales in both fiscal 2004 and
2003.


                                       15
<PAGE>


COSTS AND EXPENSES

         From 2003 to 2004,  the cost of goods sold during the nine month period
ended February 29, 2004, increased from $126,610 to $148020.  This represents an
increase of $21,410.  The cost of goods sold as a percent of sales  increased by
approximately 9 percentage points (42% in 2003 to 51% in 2004.) This increase is
primarily  due to the sale of a higher  number of third party videos during this
period that we contractually receive a lower percentage discount,  causing us to
pay a higher price for the product.  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 continue to be approximately within the 40 to 50 percent range.

         Total  operating  expenses  increased  from  $206,918 in the nine month
period ended February 28, 2003 to $283,974  during the same period in 2004. This
represents an increase of $77,056

         Selling  and  marketing   expenses  decreased  from  $116,112  in  2003
to$104,489 in 2004.  This  represents a decrease of $11,623.  As stated earlier,
our  selling  and  marketing  costs are  directly  affected by the number of new
training products we introduce into the marketplace. The decrease in selling and
marketing  was the  result  of our  introducing  fewer  new  products  into  the
marketplace during this period, as compared to the same period in 2003.

         General and  administrative  expenses increased from $79,332 in 2003 to
$168,560 in 2004.  This  represents  an increase of $89,228.  This  increase was
primarily the result of consulting fees paid to manage our administrative office
duties  ($50,300),  the  change in our  accounting  clerk to  full-time  and the
addition of a secretary  ($29,700)  and increased  professional  fees due to the
filing  of  our  Form  10SB  ($16,300).  We  anticipate  that  our  general  and
administrative   expenses  will  continue  to  increase  as  we  add  additional
administrative personnel to support the increased infrastructure.

         Research and development  expenses  decreased  slightly from $11,474 in
2003 to $10,925 in 2004. We anticipate that such costs will increase slightly as
we evaluate and develop new training video products.

         Interest expense decreased from $16,643 in 2003, to $6115 in 2004. This
represents a decrease of $10,528.  As stated  above,  this  decrease is due to a
major portion of the debt owed to the Company's  President  being converted into
equity during 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


                                       16
<PAGE>


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 videos and training  materials,  along
with  available  funds  under an  agreement  with  its  President  and  majority
shareholder should satisfy our 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 cash balance of  approximately  $30,000 on March 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  $148,000 in principal under the
agreement as of March 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 February 29, 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 March 31, 2004, was approximately $37,000.

         Our allowance for doubtful accounts significantly increased from 45% of
gross receivables at May 31, 2003, to 59% at February 29, 2004. 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


                                       17
<PAGE>


conservative  allowance in each period. We have instituted  procedures to insure
more timely follow-up on past due accounts.

         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, 2005.
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.

         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.


                                       18
<PAGE>


                                     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  February 29, 2004, 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 21, 2004             /S/ BUDDY YOUNG
                                  ------------------------------------
                                      Buddy Young, President and Chief
                                      Executive Officer


                                       20